1 EXHIBIT 10.5 EXECUTIVE SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT is made as of November 10, 1997 by and between the persons named on Schedule A hereto (the "Purchasers"), and Airxcel Holdings, Inc., a Delaware corporation (the...Securities Purchase Agreement • December 24th, 1997 • Airxcel Inc • New York
1 EXHIBIT 10.8 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT dated as of August 22, 1996 by and among RV Products Holding Corp., a Delaware corporation (the "Company"), Citicorp Venture Capital, Ltd., a New York corporation ("CVC"), Citicorp Mezzanine...Stockholders Agreement • December 24th, 1997 • Airxcel Inc • New York
RECITALS:Asset Purchase Agreement • December 24th, 1997 • Airxcel Inc • New York
1 EXHIBIT 10.3 SECURITY AGREEMENT AND MORTGAGE - TRADEMARKS AND PATENTS AGREEMENT made this 22nd day of August, 1996 (this "Agreement") among Recreation Vehicle Products, Inc., a Delaware corporation (the "Borrower"), having an office at 3050 N. St....Security Agreement • December 24th, 1997 • Airxcel Inc • New York
AIRXCEL, INC.Purchase Agreement • December 24th, 1997 • Airxcel Inc • New York
ii- 3 3.24 Compliance with Laws............................................ 22 3.25 Substantial Customers and Suppliers............................. 22 3.26 Banks and Proxies............................................... 22 3.27...Stock Purchase Agreement • March 16th, 1999 • Airxcel Inc • Miscellaneous fabricated metal products • New York
AmongCredit Agreement • December 24th, 1997 • Airxcel Inc • New York
1 EXHIBIT 10.4 PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of August 22, 1996 among Recreation Vehicle Products, Inc., a Delaware corporation (the "Borrower"), RV Products Holding Corp., a Delaware corporation ("Holdings") (the Borrower and Holdings...Pledge Agreement • December 24th, 1997 • Airxcel Inc • New York
amongStock Purchase Agreement • March 18th, 2002 • Airxcel Inc • Miscellaneous fabricated metal products • New York
1 EXHIBIT 10.15 EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made November 10, 1997, by and among AIRXCEL, INC., a Delaware corporation (the "Company") and T. K. Sellers, Jr. (the "Executive"). WHEREAS, the Company, its parent corporation and CA...Executive Employment Agreement • December 24th, 1997 • Airxcel Inc • New York
1 Exhibit 10.18 TRADEMARK LICENSE AGREEMENT (RV PRODUCTS) (CANADA) This Trademark License Agreement ("License Agreement") is made on the 1st day of May, 1991, by and between The Canadian Coleman Company, Ltd., an Ontario corporation ("Licensor"), and...Trademark License Agreement • March 17th, 1998 • Airxcel Inc • Miscellaneous fabricated metal products
amongStock Purchase Agreement • April 1st, 1998 • Airxcel Inc • Miscellaneous fabricated metal products • New York
1 EXHIBIT 10.2 SECURITY AGREEMENT SECURITY AGREEMENT dated as of August 22, 1996 (this "Agreement"), among Recreation Vehicle Products, Inc., a Delaware corporation (the "Borrower"), each subsidiary of the Borrower which enters into this Agreement...Security Agreement • December 24th, 1997 • Airxcel Inc • New York
1 EXHIBIT 10.7 JOINDER TO REGISTRATION RIGHTS AGREEMENT This Joinder is dated as of November 10, 1997 by and among Airxcel Holdings, Inc. (formerly RV Products Holding Corp.), a Delaware corporation (the "Company"), Citicorp Venture Capital, Ltd., a...Registration Rights Agreement • December 24th, 1997 • Airxcel Inc
1 EXHIBIT 10.17 EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made November 10, 1997, by and among AIRXCEL, INC., a Delaware corporation (the "Company") and David Shuford (the "Executive"). WHEREAS, the Company, its parent corporation and CA...Executive Employment Agreement • December 24th, 1997 • Airxcel Inc • New York
INDENTUREIndenture • December 24th, 1997 • Airxcel Inc • New York
AmongCredit Agreement • April 1st, 1998 • Airxcel Inc • Miscellaneous fabricated metal products • New York
1 EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of August 22, 1996 by and among RV Products Holding Corp., a Delaware corporation (the "Company"), Citicorp Venture Capital, Ltd., a New York corporation ("CVC"),...Registration Rights Agreement • December 24th, 1997 • Airxcel Inc • New York
AIRXCEL, INC.Exchange and Registration Rights Agreement • December 24th, 1997 • Airxcel Inc • New York
1 EXHIBIT 10.11 DISTRIBUTION AGREEMENT This AGREEMENT, made as of this 11th day of October 1995 (the "Agreement"), by and between THE COAST DISTRIBUTION SYSTEM, a California corporation having its principal offices at 1982 Zanker Road, San Jose,...Distribution Agreement • December 24th, 1997 • Airxcel Inc • Coast
AGREEMENT AND PLAN OF MERGER among AHI HOLDINGS INC., AHI TRANSITORY SUB INC. and AIRXCEL HOLDINGS, INC. dated as of July 21, 2005Merger Agreement • July 27th, 2005 • Airxcel Inc • Miscellaneous fabricated metal products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2005 (this “Agreement”), among AHI HOLDINGS INC., a Delaware corporation (“Parent”), AHI TRANSITORY SUB INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), solely for the purposes of Article VIII, CITIGROUP VENTURE CAPITAL, LTD., a New York Corporation (“CVC”), as Stockholder Representative, and AIRXCEL HOLDINGS, INC., a Delaware corporation (the “Company”).
