LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • November 8th, 2019 • Winnebago Industries Inc • Motor homes
This letter agreement (this “Agreement”) is made by the undersigned pursuant to that certain Stock Purchase Agreement dated September 15, 2019, by and among Octavius Corporation, a Delaware Corporation, Winnebago Industries, Inc., an Iowa corporation (“Parent”), Newmar Corporation, an Indiana corporation, Dutch Real Estate Corp., an Indiana corporation, New-Way Transport Corp., an Indiana corporation, New-Serv, Inc., an Indiana corporation, the “Sellers” identified therein, and Matthew Miller solely in his capacity as Sellers Agent thereunder (the “Purchase Agreement”). Capitalized terms used but not defined in this Agreement shall have the respective meanings set forth in the Purchase Agreement.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONStock Purchase Agreement • November 8th, 2019 • Winnebago Industries Inc • Motor homes
On September 15, 2019, Winnebago Industries, Inc. (the “Company” or “Winnebago”), through its wholly owned subsidiary Octavius Corporation, entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, Newmar Corporation (“Newmar Corporation”), Dutch Real Estate Corp. (“Dutch”), New-Way Transport Corp. (“New-Way Transport”), and New-Serv, Inc. (“New-Serv”) (Newmar Corporation, Dutch, New-Way Transport, New-Serv, and Newmar Risk Management, as defined below, collectively “Newmar Acquired Companies”), the shareholders of Newmar Corporation, Dutch, New-Way Transport and New-Serv (the “Sellers”), and the sellers agent, regarding the proposed acquisition of the Newmar Acquired Companies by Winnebago (the “Transaction”).
STANDSTILL AGREEMENTStandstill Agreement • November 8th, 2019 • Winnebago Industries Inc • Motor homes
THIS STANDSTILL AGREEMENT (this “Agreement”), dated as of September 15, 2019 (the “Closing Date”), is entered into by and among each of the undersigned investors named on the signature page hereof (each individually, an “Investor” and collectively the “Investors” or “Investor Group”) and Winnebago Industries, Inc., an Iowa corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the respective meanings set forth in the Purchase Agreement (as defined below).
