16,000,000 Shares Rev Group, Inc. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT February 14, 2024Underwriting Agreement • February 20th, 2024 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
The Selling Shareholders named in Schedule I hereto (the “Selling Shareholders”), each shareholders of REV Group, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis) an aggregate of 16,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”), with each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
REV GROUP, INC. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • February 20th, 2024 • REV Group, Inc. • Motor vehicles & passenger car bodies
This AMENDMENT NO. 1 (this “Amendment”) dated as of February 20, 2024 to the Amended and Restated Shareholders Agreement of REV Group, Inc., a Delaware corporation (the “Company”), dated as of February 1, 2017 (the “Shareholders Agreement”), by and among the Company and the Shareholders that are signatories thereto, is entered into by the Company and the Shareholder Majority pursuant to Section 5.08 of the Shareholders Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Shareholders Agreement.
