REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2017 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 6, 2016 by and among Camping World Holdings, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the date hereof (such Persons, collectively, the “Original Equity Owners”).
CWGS ENTERPRISES, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 6, 2016Limited Liability Company Agreement • March 13th, 2017 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 6, 2016 (the “Effective Time”), is entered into by and among CWGS Enterprises, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
CAMPING WORLD HOLDINGS, INC. VOTING AGREEMENTVoting Agreement • March 13th, 2017 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS VOTING AGREEMENT, dated as of October 6, 2016 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among CAMPING WORLD HOLDINGS, INC., a Delaware corporation (the “Company”), CWGS Holding, LLC, a Delaware limited liability company (“ML Acquisition”), ML RV Group, LLC, a Delaware limited liability company (“ML RV Group”), CVRV Acquisition II LLC, a Delaware limited liability company (“Crestview Class A Holder”), CVRV Acquisition LLC, a Delaware limited liability company (“Crestview Class B Holder”, and together with ML Acquisition, the “Original Members”) and CRESTVIEW ADVISORS L.L.C., a Delaware limited liability company (“Crestview”). Certain terms used in this Agreement are defined in Section 8.
TAX RECEIVABLE AGREEMENT by and among CAMPING WORLD HOLDINGS, INC. the several MEMBERS (as defined herein) MANAGEMENT REPRESENTATIVE (as defined herein) and OTHER MEMBERS OF CWGS ENTERPRISES, LLC FROM TIME TO TIME PARTY HERETO Dated as of October 6, 2016Tax Receivable Agreement • March 13th, 2017 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 6, 2016, is hereby entered into by and among Camping World Holdings, Inc., a Delaware corporation (the “Corporation”), CWGS Enterprises, LLC, a Delaware limited liability company (the “LLC”), each of the Members from time to time party hereto, and the Management Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
