[Execution Version]


 


 



 


STOCK PURCHASE AGREEMENT


 


BY AND AMONG


 


Allied
Specialty Vehicles, Inc.


 


AND


 


THOR INDUSTRIES, INC.


 


Dated as of July 31, 2013


 


 



 






    	 



    	 



    




 


TABLE
OF CONTENTS 


  


	ARTICLE I DEFINITIONS; CERTAIN RULES OF CONSTRUCTION	1
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Certain Matters of Construction	7
	 	 
	ARTICLE II PURCHASE AND SALE OF EQUITY INTERESTS; CLOSING	8
	 	 	 
	Section 2.01	Purchase and Sale of Equity Interests	8
	Section 2.02	Purchase Price	8
	Section 2.03	The Closing	9
	Section 2.04	Closing Deliveries and Payments	9
	Section 2.05	Purchase Price Adjustment	9
	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES	11
	 	 	 
	Section 3.01	Organization	11
	Section 3.02	Power and Authorization	12
	Section 3.03	Authorization of Governmental Authorities	12
	Section 3.04	Noncontravention	12
	Section 3.05	Capitalization of the Companies	13
	Section 3.06	Financial Matters	14
	Section 3.07	Absence of Certain Developments	15
	Section 3.08	Debt; Guarantees	15
	Section 3.09	Assets	15
	Section 3.10	Real Property	16
	Section 3.11	Intellectual Property	17
	Section 3.12	Legal Compliance; Illegal Payments; Permits	18
	Section 3.13	Tax Matters	18
	Section 3.14	Employee Benefit Plans	20
	Section 3.15	Environmental Matters	21
	Section 3.16	Contracts	21
	Section 3.17	Related Party Transactions	23
	Section 3.18	Dealers and Suppliers	23
	Section 3.19	Labor Matters	24
	Section 3.20	Litigation; Governmental Orders	24


 




    	-i-



    	 



    

 


	Section 3.21	Insurance	24
	Section 3.22	Product Warranty; Product Liability	25
	Section 3.23	No Brokers	25
	 	 
	ARTICLE IV INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF SELLER	26
	 	 	 
	Section 4.01	Organization	26
	Section 4.02	Power and Authorization	26
	Section 4.03	Authorization of Governmental Authorities	26
	Section 4.04	Noncontravention	26
	Section 4.05	Title	27
	Section 4.06	No Brokers	27
	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER	27
	 	 	 
	Section 5.01	Organization	27
	Section 5.02	Power and Authorization	27
	Section 5.03	Authorization of Governmental Authorities	27
	Section 5.04	Noncontravention	27
	Section 5.05	Financing	28
	Section 5.06	No Brokers	28
	 	 
	ARTICLE VI COVENANTS OF THE PARTIES	28
	 	 	 
	Section 6.01	Commercially Reasonable Efforts; Notices and Consents	28
	Section 6.02	Operation of the Business	28
	Section 6.03	Access to Premises and Information	30
	Section 6.04	Notice of Developments	31
	Section 6.05	Exclusivity	31
	Section 6.06	Expenses	31
	Section 6.07	Confidentiality	32
	Section 6.08	Publicity	32
	Section 6.09	Noncompetition and Nonsolicitation	32
	Section 6.10	Assistance with Financing	33
	Section 6.11	Further Assurances	34
	Section 6.12	Pending Litigation	35
	Section 6.13	COBRA, Disability	36


 




    	-ii-



    	 



    

 


	Section 6.14	Section 338(h)(10) Election	36
	Section 6.15	Seller Schedule Update	36
	 	 
	ARTICLE VII CONDITIONS TO THE OBLIGATIONS OF BUYER AT THE CLOSING	37
	 	 	 
	Section 7.01	Representations and Warranties	37
	Section 7.02	Performance	37
	Section 7.03	Delivery of Securities; Instruments of Transfer	37
	Section 7.04	Delivery of Closing Certificates	37
	Section 7.05	Qualifications	38
	Section 7.06	Absence of Litigation	38
	Section 7.07	Consents, etc.	38
	Section 7.08	Proceedings and Documents	38
	Section 7.09	Ancillary Agreements	38
	Section 7.10	Cancellation of Certain Agreements	38
	Section 7.11	Resignations	38
	Section 7.12	No Material Adverse Change	38
	Section 7.13	Payoff Letters and Lien Releases, etc.	38
	Section 7.14	Deferred Compensation	39
	Section 7.15	KS Real Property	39
	 	 
	ARTICLE VIII CONDITIONS TO SELLER’S OBLIGATIONS AT THE CLOSING	39
	 	 	 
	Section 8.01	Representations and Warranties	39
	Section 8.02	Performance	39
	Section 8.03	Compliance Certificate	39
	Section 8.04	Qualifications	39
	Section 8.05	Absence of Litigation	39
	Section 8.06	Ancillary Agreements	40
	 	 
	ARTICLE IX TERMINATION	40
	 	 	 
	Section 9.01	Termination of Agreement	40
	Section 9.02	Effect of Termination	41
	 	 
	ARTICLE X INDEMNIFICATION	41
	 	 	 
	Section 10.01	Indemnification by Seller	41
	Section 10.02	Indemnification by Buyer	42


 




    	-iii-



    	 



    

 


	Section 10.03	Time for Claims; Notice of Claims	43
	Section 10.04	Third Party Claims	44
	Section 10.05	No Circular Recovery	45
	Section 10.06	Remedies Cumulative	46
	Section 10.07.	Exclusive Remedy	46
	 	 
	ARTICLE XI TAX MATTERS	46
	 	 	 
	Section 11.01	Tax Indemnification	46
	Section 11.02	Straddle Period	46
	Section 11.03	Tax Sharing Agreements	47
	Section 11.04	Certain Taxes and Fees	47
	Section 11.05	Cooperation on Tax Matters	47
	 	 
	ARTICLE XII MISCELLANEOUS	47
	 	 	 
	Section 12.01	Notices	47
	Section 12.02	Succession and Assignment; No Third-Party Beneficiaries	49
	Section 12.03	Amendments and Waivers	49
	Section 12.04	Entire Agreement	49
	Section 12.05	Counterparts; Facsimile Signature	49
	Section 12.06	Severability	50
	Section 12.07	Governing Law	50
	Section 12.08	Jurisdiction; Venue; Service of Process	50
	Section 12.09	Specific Performance	51
	Section 12.10	Waiver of Jury Trial	51


 




    	-iv-



    	 



    

 


EXHIBITS


 


	Exhibit A	Form of Seller and Companies Secretaries’ Certificate
	Exhibit B	Form of Seller Bring-Down Certificate
	Exhibit C	Form of Buyer’s Compliance Certificate
	Exhibit D	Form of Transition Services Agreement


 


SCHEDULES


 


	Schedule
    I	Outstanding Equity Interests
	Schedule II	Accounting Principles Schedule 
	Schedule 2.05(a)	Estimated Closing Balance Sheet and Estimated Closing Statement 
	Schedule 3.01	Organization
	Schedule 3.03	Authorization of Governmental Authorities
	Schedule 3.04	Companies Noncontravention
	Schedule 3.05	Capitalization of the Companies
	Schedule3.06(b)	Compliance with GAAP, etc.
	Schedule 3.06(c)	Absence of Undisclosed Liabilities
	Schedule 3.06(f)	Bank Accounts
	Schedule 3.07	Absence of Certain Developments
	Schedule 3.08	Debt and Guarantees
	Schedule 3.09(a)	Ownership of Assets
	Schedule 3.10(a)	Real Property
	Schedule 3.10(b)	Liens and Title to Real Property
	Schedule 3.10(c)	Use and Possession of Real Property
	Schedule 3.11(a)	Scheduled Intellectual Property Rights
	Schedule 3.11(b)	IP Contracts
	Schedule 3.11(c)	Intellectual Property Rights
	Schedule 3.11(d)	Infringement of Intellectual Property Rights
	Schedule 3.12(a)	Legal Compliance
	Schedule 3.12(c)	Permits
	Schedule 3.14	Employee Benefit Plans
	Schedule 3.15	Environmental Matters
	Schedule 3.16	Contracts
	Schedule 3.17	Related Party Transactions
	Schedule 3.18	Customers and Suppliers
	Schedule 3.19	Labor Matters
	Schedule 3.20(a)	Litigation
	Schedule 3.20(b)	Governmental Orders
	Schedule 3.21	Insurance
	Schedule 3.22	Product Warranty; Product Liability
	Schedule 4.03	Authorization of Governmental Authorities
	Schedule 4.04	Seller Noncontravention
	Schedule 4.05	Title
	Schedule 4.06	No Brokers
	Schedule 6.02(a)	Conduct of Business
	Schedule 6.02(b)(viii)	Capital Expenditure Budget
	Schedule 6.11	Assumed Obligations
	Schedule 7.07	Consents
	Schedule 7.10	Cancellation of Certain Agreements
	Schedule 10.01	Special Indemnities 


 




    	-v-



    	 



    

 


STOCK
PURCHASE AGREEMENT


 


THIS STOCK PURCHASE AGREEMENT (as amended,
modified or supplemented from time to time, this “Agreement”) is made and entered into as of July 31, 2013 by
and among Allied Specialty Vehicles, Inc., a Delaware corporation (“Buyer”), and Thor Industries, Inc., a Delaware
corporation and the holder of all of the outstanding Equity Interests of the Companies (as defined below) listed on Schedule
I hereto (“Seller”).


 


recitals


 


WHEREAS, Seller owns all of the outstanding
Equity Interests of each of Champion Bus, Inc., a Delaware corporation (“Champion”), General Coach America,
Inc., a Delaware corporation (“General Coach”), Goshen Coach, Inc., an Indiana corporation (“Goshen”),
ElDorado National (California), Inc., a California corporation (“ElDorado CA”), and ElDorado National (Kansas),
Inc., a Kansas corporation (“ElDorado KS”, and together with Champion, General Coach, Goshen and ElDorado CA,
each a “Company” and together, the “Companies”); and


 


WHEREAS, Buyer desires to purchase from
Seller, and Seller desires to sell to Buyer, at the Closing (as defined below) all of the Equity Interests of each of the Companies
upon the terms and subject to the conditions set forth in this Agreement.


 


agreement


 


NOW THEREFORE, in consideration of the premises
and mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the parties
to this Agreement hereby agree as follows:


 


ARTICLE
I

DEFINITIONS; CERTAIN RULES OF CONSTRUCTION.


 


Section 1.01         Definitions.
In addition to the other terms defined throughout this Agreement, the following terms shall have the following meanings when used
in this Agreement:


 


“1933 Act”
means the Securities Act of 1933.


 


“Accounting Principles”
means the specific accounting policies set forth on the attached Schedule II.


 


“Action” means
any claim, action, cause of action, suit, litigation, arbitration, formal agency investigation, audit, assessment, hearing, complaint
or other legal proceeding that is brought, tried or heard by or before any Governmental Authority.


 


“Affiliate”
means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by, or under direct
or indirect common control with such specified Person. For purposes of the foregoing, (a) a Person shall be deemed to control a
specified Person if such Person (or a Family Member of such Person) possesses, directly or indirectly, the power to direct or cause
the direction of the management and policies of such specified Person or (b) if such other Person is at such time a direct or indirect
beneficial holder of at least 10% of any class of the Equity Interests of such specified Person.


  




    	 



    	 



    

  


“Affiliated Group”
means any affiliated group within the meaning of Code Section 1504(a) or any similar affiliated, consolidated, combined or unitary
group defined under any similar provision of state, local or foreign law.


 


“Ancillary Agreements”
means the Transition Services Agreement.


 


“Business”
means the businesses conducted and proposed to be conducted by the Companies as of the date hereof.


 


“Business Day”
means any day other than a Saturday or a Sunday or a weekday on which banks in New York, New York are authorized or required to
be closed.


 


“Cash” shall
mean the sum of the fair market value of all cash and cash equivalents of the Companies, determined in accordance with GAAP on
a consolidated basis and consistent with past practice, plus any balances in accounts transferred to Buyer in respect of
any deferred compensation arrangements.


 


“Closing Cash Amount”
shall mean Cash of the Companies as of 11:59 p.m. (New York City time) on the date immediately preceding the Closing Date.


 


“Closing Date”
means the date on which the Closing occurs.


 


“Closing Debt Amount”
means the amount of Debt of the Companies as of 11:59 p.m. (New York City time) on the Business Day immediately preceding the Closing
Date determined without giving effect to any changes to such amount occurring as a result of the repayment of Debt on the Closing
Date and without taking into account the amount of any contingent liabilities in respect of undrawn standby letters of credit.


 


“Code” means
the U.S. Internal Revenue Code of 1986.


 


“Company Intellectual
Property Rights” means all Intellectual Property Rights owned by the Companies or used or proposed to be used by the
Companies in connection with the Business, including all Intellectual Property Rights in and to Company Technology.


 


“Company Technology”
means any and all Technology used by the Companies in connection with the Business.


 


“Contemplated Transactions”
means the transactions contemplated by this Agreement, including (a) the purchase and sale of the Equity Interests of each of the
Companies and the other transactions described herein, (b) the execution, delivery and performance of the Ancillary Agreements
and (c) the payment of fees and expenses relating to such transactions.


 


“Contractual Obligation”
means, with respect to any Person, any contract, agreement, deed, mortgage, lease, license or other legally enforceable arrangement
to which or by which such Person is a party or otherwise subject or bound or to which or by which any property, business, operation
or right of such Person is subject or bound.


  




    	-2-



    	 



    

  


“Debt” means,
with respect to any Person, and without duplication, all Liabilities, including all obligations in respect of principal, accrued
interest, penalties, fees and premiums, of such Person (a) for borrowed money (including amounts outstanding under overdraft facilities),
(b) evidenced by notes, bonds, debentures or other similar Contractual Obligations, (c) in respect of “earn-out” obligations
and other obligations for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred
in the Ordinary Course of Business), (d) for the capitalized liability under all capital leases of such Person (determined in accordance
with GAAP), (e) in respect of letters of credit and bankers’ acceptances, (f) for Contractual Obligations relating to interest
rate protection, swap agreements and collar agreements, in each case, to the extent payable if such Contractual Obligation is terminated
at the Closing, (g) in the nature of guarantees of the obligations described in clauses (a) through (f) above of any other Person
and (h) in respect of any deferred compensation arrangements (including any Taxes payable on or triggered by any payment under
such arrangements).


 


“Employee Plan”
means any plan or Contractual Obligation that is (a) a welfare plan within the meaning of Section 3(1) of ERISA, (b) a
pension benefit plan within the meaning of Section 3(2) of ERISA, (c) a stock bonus, stock purchase, stock option, restricted
stock, stock appreciation right or similar equity-based plan or (d) any other deferred-compensation, retirement, severance,
welfare-benefit, reimbursement, bonus, profit-sharing, incentive or fringe-benefit plan.


 


“Environmental Laws”
means any Legal Requirement relating to (a) releases or threatened releases of Hazardous Substances, (b) pollution or
protection of public health or the environment or worker safety or health or (c) the manufacture, handling, transport, use,
treatment, storage, or disposal of Hazardous Substances.


 


“Equity Interest”
means, with respect to any Person, (a) any capital stock, partnership or membership interest, unit of participation or other
similar interest in such Person and (b) any option, warrant, purchase, conversion or exchange right or other Contractual Obligation
which would entitle any other Person to acquire any such interest or to share in the equity, profits, earnings, losses or gains
of such Person (including stock appreciation, phantom stock, profit participation or other similar rights).


 


“ERISA” means
the U.S. Employee Retirement Income Security Act of 1974.


 


“Facilities”
means any buildings, plants, improvements or structures located on the Real Property.


 


“Family Member”
means, with respect to any individual, (a) such Person’s spouse, (b) each parent, brother, sister or child of such Person
or such Person’s spouse, (c) the spouse of any Person described in clause (b) above, (d) each child of any Person
described in clauses (a), (b) or (c) above, (e) each trust created for the benefit of one or more of the Persons described
in clauses (a) through (d) above and (f) each custodian or guardian of any property of one or more of the Persons described
in clauses (a) through (e) above in his or her capacity as such custodian or guardian.


  




    	-3-



    	 



    

  


“GAAP” means
generally accepted accounting principles in the United States as in effect from time to time.


 


“Government Order”
means any order, writ, judgment, injunction, decree, stipulation, ruling, decision, verdict or award issued or entered by any Governmental
Authority.


 


“Governmental Authority”
means any United States federal, state or local or any foreign government, or subdivision thereof, or any multinational organization
or authority, or any other authority entitled to exercise any executive, judicial, legislative or regulatory authority, any court
or any arbitrator.


 


“Hazardous Substance”
means any pollutant, petroleum, or any fraction thereof, contaminant or toxic or hazardous material (including toxic mold), substance
or waste.


 


“HSR Act”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.


 


“Indemnified Person”
means, with respect to any Indemnity Claim, each Buyer Indemnified Person or Seller Indemnified Person asserting the Indemnity
Claim (or on whose behalf the Indemnity Claim is asserted) under Section 10.01 or 10.02.


 


“Indemnifying Party”
means, with respect to any Indemnity Claim, the party or parties against whom such Indemnity Claim may be or has been asserted.


 


“Indemnity Claim”
means a claim for indemnity under Section 10.01 or 10.02.


 


“Intellectual Property
Rights” means all rights, title and interests in and to all proprietary rights of every kind and nature, throughout the
world, including:


 


(a)          patents,
copyrights, mask work rights, confidential information, trade secrets, database rights and all other proprietary rights in Technology;


 


(b)          trademarks, trade names,
service marks, service names, brands, trade dress and logos and the goodwill and activities associated therewith;


 


(c)          domain names, rights of
privacy and publicity and moral rights;


 


(d)          any and all registrations,
applications, recordings, licenses, common-law rights, statutory rights and contractual rights relating to any of the foregoing;
and


 


(e)          all Actions and rights
to sue for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds
and damages therefrom, and all rights to obtain renewals, continuations, divisions, or other extensions of legal protections pertaining
thereto.


  




    	-4-



    	 



    

  


“Legal Requirement”
means any United States federal, state or local or any foreign law, statute, ordinance or regulation, or any Governmental Order,
or any Permit granted under any of the foregoing, or any similar provision having the force or effect of law.


 


“Liability”
means, with respect to any Person, any liability or obligation of such Person whether known or unknown, whether absolute or contingent
or whether liquidated or unliquidated.


 


“Lien” means
any charge, claim, marital property interest, equitable or ownership interest, lien, license, option, pledge, security interest,
mortgage, deed of trust, right of way, easement, encroachment, servitude, right of first offer or first refusal, buy/sell agreement
and any other restriction or covenant with respect to, or condition governing the use, construction, voting (in the case of any
security), transfer, receipt of income or exercise of any other attribute of ownership (other than, in the case of a security,
any restriction arising under federal and state securities laws).


 


“Material Adverse Effect”
means any event, change, fact, condition, circumstance or occurrence that, individually or in the aggregate together with all other
adverse events, changes, facts, conditions, circumstances or occurrences, has had or would reasonably be expected to have a material
adverse effect on (A) the business, operations, results of operations, properties, assets or condition (financial or otherwise)
of the Companies, taken as a whole, or (B) the ability of Seller to consummate the Contemplated Transactions, in each case of clause
(A) and (B), other than the following: (i) events, changes, facts, conditions, circumstances or occurrences generally affecting
the industry in which the Companies operate, but only to the extent that such events, changes, facts, conditions, circumstances
or occurrences do not have a disproportionate effect on the Companies as compared to other industry participants, (ii) events,
changes, facts, conditions, circumstances or occurrences generally affecting the economy or the debt, credit or securities markets
(including any decline in the price of any security or any market index) but only to the extent that such events, changes, facts,
conditions, circumstances or occurrences do not have a disproportionate effect on the Companies as compared to other participants
in the industry referred to in clause (i), (iii) any outbreak or escalation of hostilities or declared or undeclared acts of war
or terrorism, (iv) changes or proposed changes in Legal Requirements, (v) changes or proposed changes in GAAP (or interpretations
thereof) or (vi) any failure of the Companies to meet projections, forecasts or revenue or earning predictions for any period (provided
that the underlying causes of such failure may, to the extent applicable, be considered in determining whether there has been,
or is reasonably be expected to be, a Material Adverse Effect).


 


“Net Asset Value”
means the net asset value of the Companies as of 11:59 p.m. (New York City time) on the date immediately preceding the Closing
Date calculated in accordance the Accounting Principles.


 


“Net Asset Value Adjustment
Amount” means the difference between (a) Net Asset Value and (b) the Net Asset Value Target.


 


“Net Asset Value Target”
means $91,799,890.


  




    	-5-



    	 



    

  


“Ordinary Course of
Business” means an action taken by any Person in the ordinary course of such Person’s business that is consistent
with the past customs and practices of such Person (including past practice with respect to quantity, magnitude and frequency,
standard employment and payroll policies and past practice with respect to management of working capital and the making of capital
expenditures) and that is taken in the ordinary course of the normal day-to-day operations of such Person.


 


“Organizational Documents”
means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation or organization
and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or
filed in connection with the formation or organization of such Person and (b) all by-laws, voting agreements and similar documents,
instruments or agreements relating to the governance of such Person, in each case, as amended or supplemented.


 


“Permits”
means, with respect to any Person, any license, franchise, permit, consent, approval, right, privilege, certificate or other similar
authorization issued or granted by any Governmental Authority to which such Person is subject or bound or to which or by which
any property, business, operation or right of such Person is subject or bound.


 


“Permitted Lien”
means (a) Liens for current Taxes not yet due and payable or the amount or validity of which is being contested in good faith by
appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP, (b) Liens of mechanics,
materialmen, carriers, workers and repairers arising or incurred in the Ordinary Course of Business for amounts not yet due and
payable, (c) zoning laws and other land use regulations imposed by Governmental Authorities that do not impair the present
or anticipated use of the Owned Real Property, (d) covenants, conditions, restrictions, easements, encumbrances and other similar
matters of record affecting title to but not adversely affecting the value or current use of the Owned Real Property in any material
respect and (e) Liens to secure landlords, lessors or renters under leases (to the extent the applicable Company is not in default
under such lease).


 


“Person” means
any individual or any corporation, association, partnership, limited liability company, joint venture, joint stock or other company,
business trust, trust, organization, Governmental Authority or other entity.


 


“Representative”
means, with respect to any Person, any director, officer, employee, agent, manager, consultant, advisor, or other representative
of such Person, including legal counsel, accountants, and financial advisors.


 


“Seller Transaction
Expenses” means all costs and expenses incurred in connection with or in anticipation of the negotiation and delivery
of this Agreement and the Ancillary Agreements or the consummation of the Contemplated Transactions to the extent such costs, fees
and expenses are payable or reimbursable by any Company, including, (i) all brokerage fees, commissions, finders’ fees
or financial advisory fees so incurred, (ii) all fees and expenses of legal counsel, accountants, consultants and other experts
and advisors so incurred and (iii) all bonus, severance or other payment that is created, accelerated, accrues or becomes payable
by any Company to any present or former director, stockholder, employee or consultant thereof, including pursuant to any employment
agreement, benefit plan or any other Contractual Obligation, including any Taxes payable on or triggered by any such payment (other
than payments in respect of the Securities under or as described in Article II of this Agreement).


  




    	-6-



    	 



    

  


“Seller’s Knowledge”
means that one or more of Peter Orthwein, Todd Woelfer, Dominic Romeo, Andy Imanse, Troy Snyder, Tony Wayne, John Resnik and Jeff
Montgomery has actual knowledge of the fact or other matter at issue, following a reasonable inquiry of all employees of the Companies
reasonably expected to have actual knowledge of such fact or matter.


 


“Tax” or “Taxes”
means (a) any and all federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance,
stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social
security (or similar, including FICA), unemployment, disability, real property, personal property, sales, use, transfer, registration,
value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or
similar to) taxes whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (b) any liability
for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated,
consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement
or understanding, or as a result of being liable for another person’s taxes as a transferee or successor, by Contractual
Obligation or otherwise.


 


“Tax Return”
means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule
or attachment thereto, and including any amendment thereof.


 


“Technology”
means all inventions, works, discoveries, innovations, know-how, information (including ideas, research and development, formulas,
algorithms, compositions, processes and techniques, data, designs, drawings, specifications, customer and supplier lists, pricing
and cost information, business and marketing plans and proposals, graphics, molds, illustrations, artwork, documentation, and manuals),
databases, computer software, firmware, computer hardware, integrated circuits and integrated circuit masks, electronic, electrical,
and mechanical equipment, and all other forms of technology, including improvements, modifications, works in process, derivatives,
or changes, whether tangible or intangible, embodied in any form, whether or not protectable or protected by patent, copyright,
mask work right, trade secret law, or otherwise, and all documents and other materials recording any of the foregoing.


 


“Treasury Regulations”
means the regulations promulgated under the Code.


 


Section 1.02         Certain
Matters of Construction.


 


(a)          The
parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.


  




    	-7-



    	 



    




 


(b)          Section
and subsection headings are not to be considered part of this Agreement, are included solely for convenience, are not intended
to be full or accurate descriptions of the content of the Sections or subsections of this Agreement and shall not affect the construction
hereof.


 


(c)          Except
as otherwise explicitly specified to the contrary herein, (i) the words “hereof,” “herein,” “hereunder”
and words of similar import shall refer to this Agreement as a whole and not to any particular Section or subsection of this Agreement
and reference to a particular Section of this Agreement shall include all subsections thereof, (ii) references to a Section,
Exhibit, Annex or Schedule means a Section of, or Exhibit, Annex or Schedule to this Agreement, unless another agreement is specified,
(iii) definitions shall be equally applicable to both the singular and plural forms of the terms defined, and references to
the masculine, feminine or neuter gender shall include each other gender, (iv) the word “including” means including
without limitation, (v) any reference to “$” or “dollars” means United States dollars and (vi) references
to a particular statute or regulation include all rules and regulations thereunder and any successor statute, rule or regulation,
in each case as amended or otherwise modified from time to time.


 


(d)          Any
information disclosed in any Schedule with respect to any representation, warranty or covenant set forth herein shall be deemed
disclosed and incorporated by reference in any other Schedule with respect to any other representation, warranty or covenant set
forth herein solely to the extent such fact is disclosed in such a way as to make its relevance to the information called for by
such other Schedule reasonably apparent on its face.


 


(e)          Unless
the context clearly requires otherwise, when used herein “or” shall not be exclusive (i.e., “or”
shall mean “and/or”).


 


(f)          Time
is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.


 


ARTICLE
II

PURCHASE AND SALE OF EQUITY INTERESTS; CLOSING.


 


Section 2.01         Purchase
and Sale of Equity Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller
shall sell, transfer and deliver to Buyer, free and clear of all Liens, and Buyer shall purchase from Seller, all of the outstanding
Equity Interests of each of the Companies held by Seller.


 


Section 2.02         Purchase
Price. The aggregate consideration for the purchase and sale of the Equity Interests of each of the Companies at Closing will
be (such aggregate consideration, the “Purchase Price”): (a) $100,000,000 (the “Base Purchase Price”);
(b) less the Closing Debt Amount; (c) less the amount of any Seller Transaction Expenses not otherwise paid prior
to the Closing Date and prior to the calculation of Net Asset Value; (d) plus the Closing Cash Amount; and (e) plus
the Net Asset Value Adjustment Amount (if Net Asset Value is greater than the Net Asset Value Target) or less the Net Asset
Value Adjustment Amount (if Net Asset Value is less than the Net Asset Value Target). The Purchase Price shall be subject to adjustment
in accordance with Section 2.05 and Article X. For the avoidance of doubt, no account may be counted more than
once in the calculation of the Purchase Price.


 




    	-8-



    	 



    

 


Section 2.03         The
Closing. The purchase and sale of the Equity Interests of each of the Companies (the “Closing”) shall take
place at 10:00 a.m. (New York time) at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036, on
the later of (x) November 1, 2013 and (y) the second Business Day following the satisfaction or waiver of each of the conditions
set forth in Articles VII and VIII hereof (other than those conditions which can be satisfied only at the Closing,
but subject to the satisfaction or waiver of such conditions at Closing), or at such other time and place as may be agreed to by
the parties hereto. Subject to the provisions of Article IX of this Agreement, the failure to consummate the Closing
on the date and time determined pursuant to this Section 2.03 shall not result in the termination of this Agreement
and shall not relieve any party to this Agreement of any obligation under this Agreement.


 


Section 2.04         Closing
Deliveries and Payments.


 


(a)          Buyer
Closing Deliveries and Payments. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver
or cause to be delivered at the Closing to Seller, an aggregate amount in cash equal to the Purchase Price (estimated as provided
in Section 2.05 below), by wire transfer of immediately available funds to an account of Seller designated in writing by
Seller to Buyer not less than two (2) Business Day prior to the Closing Date. Buyer will be entitled to deduct and withhold from
any amounts payable under this Agreement any withholding Taxes or other amounts required to be withheld by the Buyer under the
Code or any applicable Legal Requirement to be deducted and withheld. To the extent that any such amounts are so deducted or withheld,
such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction
and withholding was made.


 


(b)          Seller
Closing Deliveries. Upon the terms and subject to the conditions set forth in this Agreement, Seller shall deliver or cause
to be delivered to Buyer at the Closing, with respect to all Equity Interests of each of the Companies, certificates representing
all such Equity Interests (to the extent such certificates exist), duly endorsed (or accompanied by duly executed transfer powers)
and in proper form for transfer to Buyer, and with all required tax transfer stamps attached.


 


Section 2.05         Purchase
Price Adjustment.


 


(a)          Estimated
Closing Balance Sheet and Estimated Closing Statement. A written statement setting forth the estimates of the Closing Debt
Amount (“Estimated Closing Debt Amount”), Closing Cash Amount (“Estimated Closing Cash Amount”)
and Net Asset Value (“Estimated Net Asset Value”), and the estimate of the Seller Transaction Expenses (“Estimated
Seller Transaction Expenses”), are set forth on Schedule 2.05(a) (the “Estimated Closing Statement”).





 




    	-9-



    	 



    




 


(b)          Estimated
Purchase Price. The Purchase Price payable at Closing under Section 2.04(a) (the “Estimated Purchase Price”)
shall be calculated using the Estimated Closing Debt Amount, Estimated Closing Cash Amount, Estimated Seller Transaction Expenses
and Estimated Net Asset Value set forth on the Estimated Closing Statement.


 


(c)          Proposed
Final Closing Balance Sheet and Proposed Final Closing Statement. As promptly as possible and in any event within sixty (60)
calendar days after the Closing Date, Buyer shall (or shall cause the Companies to) prepare or cause to be prepared, and will provide
to Seller, a consolidated balance sheet of the Companies as of the close of business on the day immediately preceding the Closing
Date (the “Proposed Final Closing Balance Sheet”), together
with a written statement setting forth in reasonable detail its proposed final determination of the Closing Debt Amount, Closing
Cash Amount, the Seller Transaction Expenses and Net Asset Value (the “Proposed Final Closing Statement”). The
Proposed Final Closing Balance Sheet and the determination of Net Asset Value reflected on the Proposed Final Closing Statement
will be prepared in accordance with the Accounting Principles and without giving effect to any changes resulting from the consummation
of the Contemplated Transactions on the Closing Date. Both parties shall have reasonable access to the work papers and other books
and records of the Companies in order to review the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement.


 


(d)          Dispute
Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations
of the Closing Debt Amount, Closing Cash Amount, the Seller Transaction Expenses and Net Asset Value reflected thereon) will be
final, conclusive and binding on the parties unless Seller provides a written notice (a “Dispute Notice”) to
Buyer no later than the thirtieth (30th) Business Day after the delivery to Seller of the Proposed Final Closing Balance Sheet
and the Proposed Final Closing Statement. Any Dispute Notice must set forth in reasonable detail (i) any item on the Proposed
Final Closing Balance Sheet or the Proposed Final Closing Statement which Seller believes has not been prepared in accordance with
this Agreement and the correct amount of such item and (ii) Seller’s alternative calculation of the Closing Debt Amount,
Closing Cash Amount, the Seller Transaction Expenses or Net Asset Value, as the case may be. Any item or amount to which no dispute
is raised in the Dispute Notice will be final, conclusive and binding on the parties on such thirtieth (30th) Business Day.





 




    	-10-



    	 



    




 


(e)          Resolution
of Disputes. Buyer and Seller will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning
ten (10) Business Days after delivery of any Dispute Notice pursuant to Section 2.05(d), either Buyer or Seller may
provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed
items to Duff & Phelps Corporation or another nationally recognized independent accounting firm chosen jointly by Buyer
and Seller (the “Accounting Firm”). In the event that Duff & Phelps Corporation has not agreed to act
as the Accounting Firm and an alternative Accounting Firm has not been selected by mutual agreement of Buyer and Seller within
ten (10) Business Days following the giving of the Dispute Submission Notice, each of Buyer and Seller shall promptly select an
accounting firm and promptly cause such two accounting firms to mutually select a third independent accounting firm to act as the
Accounting Firm within twenty (20) Business Days of the giving of the Dispute Submission Notice. The Accounting Firm will promptly,
in accordance with the rules set forth in the Accounting Firm’s engagement letter and its customary practices, review only
those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect
to each such specific unresolved item and amount in accordance with this Agreement. In resolving any disputed item, the Accounting
Firm may not assign a value to any particular item greater than the greatest value for such item claimed by either Buyer or Seller
or less than the lowest value for such item claimed by either Buyer or Seller, in each case as presented to the Accounting Firm.
The fees and expenses of the Accountants will be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the
percentage that the amount not awarded to such party bears to the amount actually contested by such party. The decision of the
Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement
submitted to it will be final, conclusive and binding on the parties. As used herein, the Proposed Final Closing Balance Sheet
and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting
Firm, in each case, pursuant to this Section 2.05, are referred to herein as the “Final Closing Balance Sheet”
and the “Final Closing Statement”, respectively. Each of the parties to this Agreement agrees to use its commercially
reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable
to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting
Firm’s engagement.


 


(f)          Purchase
Price Adjustment. If any of the Net Asset Value, the Closing Debt Amount, Closing Cash Amount or the Seller Transaction Expenses
(as finally determined pursuant to this Section 2.05 and as set forth in the Final Closing Balance Sheet and the Final
Closing Statement) differs from the Estimated Net Asset Value, the Estimated Closing Debt Amount, the Estimated Closing Cash Amount
and the Estimated Seller Transaction Expenses set forth in the Estimated Closing Statement, the Purchase Price shall be recalculated
using such final figures in lieu of such estimated figures, and (i) Buyer shall (or shall cause the Companies to) pay to Seller
by wire transfer of immediately available funds the amount, if any, by which such re-calculated final Purchase Price exceeds the
Estimated Purchase Price paid at Closing in accordance with Sections 2.04(a) and 2.05(b) or (ii) Seller shall
pay to Buyer by wire transfer of immediately available funds the amount, if any, by which such Estimated Purchase Price paid at
Closing in accordance with Sections 2.04(a) and 2.05(b) exceeds such re-calculated final Purchase Price. Any
payment due pursuant to this Section 2.05(f) shall be made within five (5) Business Days after the final amount thereof
has been determined in accordance with this Section 2.05.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES REGARDING

THE COMPANIES.


 


In order to induce Buyer to enter into and
perform this Agreement and to consummate the Contemplated Transactions, Seller hereby represents and warrants to Buyer as follows:


 


Section 3.01         Organization.
Schedule 3.01 sets forth for each Company its name and jurisdiction of organization. Each Company is duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization. Each Company is duly qualified to do
business and in good standing in each jurisdiction in which it owns or leases Real Property or conducts business and is required
to so qualify except where the failure to so qualify has not had, and would not reasonably be expected to have, a Material Adverse
Effect. Seller has delivered to Buyer accurate and complete copies of (a) the Organizational Documents of each Company and
(b) the minute books of each Company.





 




    	-11-



    	 



    




 


Section 3.02         Power
and Authorization.


 


(a)          Contemplated
Transactions. Each of the Companies that is, or will be at Closing, a party to this Agreement or any Ancillary Agreement, has
all requisite power and authority necessary for the execution, delivery and performance by it of this Agreement and each such Ancillary
Agreement. Each of the Companies that is, or will be at Closing, a party to this Agreement or any Ancillary Agreement, has duly
authorized by all necessary action on the part of the Board of Directors (or equivalent) and the shareholders of such Company,
the execution, delivery and performance of this Agreement and each such Ancillary Agreement by such Company. This Agreement and
each Ancillary Agreement to which any Company is, or will be at Closing, a party (i) have been (or, in the case of Ancillary Agreements
to be entered into at Closing, will be when executed and delivered) duly executed and delivered by each Company that is, or will
be at Closing, a party thereto and (ii) is (or in the case of Ancillary Agreements to be entered into at the Closing, will be when
executed and delivered) a legal, valid and binding obligation of each such Company, enforceable against each such Company in accordance
with its terms.


 


(b)          Conduct
of Business. Each Company has all requisite power and authority necessary to own, lease, operate and use its Assets and carry
on the Business.


 


Section 3.03         Authorization
of Governmental Authorities. Except as disclosed on Schedule 3.03, no action by (including any authorization by
or consent or approval of), or in respect of, or filing with, any Governmental Authority is required by or on behalf of any Company
or in respect of any Company, the Business or any Assets of any Company for, or in connection with, (a) the valid and lawful
authorization, execution, delivery and performance by any Company of this Agreement or any Ancillary Agreement to which it is,
or will be at Closing, a party or (b) the consummation of the Contemplated Transactions.


 


Section 3.04         Noncontravention.
Except as disclosed on Schedule 3.04, none of the authorization, execution, delivery or performance by any Company
of this Agreement or any Ancillary Agreement to which it is, or will be at Closing, a party, nor the consummation of the Contemplated
Transactions, will:


 


(a)          assuming
the taking of each action by (including the obtaining of each necessary authorization, consent or approval), or in respect of,
and the making of all necessary filings with, Governmental Authorities, in each case, as disclosed on Schedule 3.03,
conflict with or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, any Legal Requirement applicable to a Company, the Business or any Assets of any Company;
or





 




    	-12-



    	 



    




 


(b)          conflict
with or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in termination of, or accelerate the performance required by, or result in a right of termination
or acceleration under, or require any action by (including any authorization, consent or approval) or notice to any Person, or
require any offer to purchase or prepayment of any Debt or Liability under, or result in the creation of any Lien upon or forfeiture
of any of the rights, properties or assets of any Company under, any of the terms, conditions or provisions of (i) any Permit applicable
to or otherwise affecting any Company, the Business or any Assets of any Company, except where such conflict, breach, violation,
default, termination, acceleration or other event has not had and would not reasonably be expected to have, a Material Adverse
Effect, (ii) any Contractual Obligation, except where such conflict, breach, violation, default, termination, acceleration or other
event has not had and would not reasonably be expected to have, a Material Adverse Effect, or (iii) the Organizational Documents
of any Company.


 


Section 3.05         Capitalization
of the Companies.


 


(a)          Authorized
and Outstanding Equity Interests. The entire authorized capital stock (or, where applicable, other Equity Interests) of each
Company is as set forth on Schedule 3.05. All of the outstanding Equity Interests of the Companies are held of record
by Seller. Except as set forth on Schedule 3.05, none of the Companies has any issued or outstanding Equity Interests
or holds shares of its capital stock (or other Equity Interests) in its treasury. Seller has delivered to Buyer accurate and complete
copies of the stock ledger (or equivalent records) of each Company, which records reflect all issuances, transfers, repurchases
and cancellations of shares of capital stock (or other Equity Interests) of each Company. All of the outstanding shares of capital
stock (or, where applicable, other Equity Interests) of each Company have been duly authorized, validly issued and are fully paid
and non-assessable. None of the Companies has violated the 1933 Act, any state “blue sky” or securities laws, any other
similar Legal Requirement or any preemptive or other similar rights of any Person in connection with the issuance, repurchase or
redemption of any of its Equity Interests.


 


(b)          Liens
on Equity Interests, etc. Except as disclosed on Schedule 3.05: (i) there are no preemptive rights or other
similar rights in respect of any Equity Interests in any Company, (ii) there are no Liens on, or other Contractual Obligations
relating to, the ownership, transfer or voting of any Equity Interests in any Company, or otherwise affecting the rights of any
holder of the Equity Interests in any Company, (iii) except for the Contemplated Transactions, there is no Contractual Obligation,
or provision in the Organizational Documents of any Company which obligates a Company to purchase, redeem or otherwise acquire,
or make any payment (including any dividend or distribution) in respect of, any Equity Interest in any Company and (iv) there
are no existing rights with respect to registration under the 1933 Act of any Equity Interests in any Company.


 


(c)          No
Subsidiaries/Investments. No Company (i) controls, directly or indirectly, or owns any direct or indirect Equity Interest
in any Person or (ii) is subject to any obligation to make any investment (in the form of a loan, capital contribution or
otherwise) in any Person.


 




    	-13-



    	 



    




 


Section 3.06         Financial
Matters.


 


(a)          Financial
Statements. Seller has delivered to Buyer (i) copies of (x) the audited balance sheets of (1) ElDorado CA and (2) ElDorado
KS and (y) the combined audited balance sheets of (1) Champion and General Coach and (2) Goshen and SJC Industries Corp., in each
case, as of July 31, 2012 (the “Audited Balance Sheets” and the date thereof, the “Audited Balance
Sheet Date”) and July 31, 2011, and, in each case, the related audited statements of income, cash flow and statements
of stockholders’ equity or combined statements of income, combined cash flow and combined statements of stockholders’
equity for the fiscal years then ended, accompanied by any notes thereto and the reports of the independent accountants with respect
thereto (collectively, the “Audited Financials”); and (ii) copies of (x) the unaudited balance sheets of (1)
ElDorado CA, (2) ElDorado KS and (3) Goshen and (y) the combined unaudited balance sheet of Champion and General Coach, in each
case, as of June 30, 2013 (the “Most Recent Balance Sheets” and the date thereof, the “Most Recent
Balance Sheet Date”), and, in each case, the related unaudited statement of income or combined statement of income for
the eleven months then ended (the “Interim Financials” and, together with the Audited Financials and the Update
Financials delivered pursuant to Section 6.03(b), the “Financials”).


 


(b)          Compliance
with GAAP, etc. Except as disclosed on Schedule 3.06(b), the Financials (including any notes thereto) (i) were,
or will be in the case of the Update Financials, prepared in accordance with the books and records of the Companies, (ii) have
been, or will be in the case of the Update Financials, prepared in accordance with GAAP, consistently applied (subject, in the
case of the unaudited Financials, to normal year-end audit adjustments, the effect of which will not, individually or in the aggregate,
be materially adverse, and the absence of footnote disclosure that if presented, would not differ materially from those included
in the Audited Financials) and (iii) fairly present the consolidated financial position of the Companies as of the respective
dates thereof and the consolidated results of the operations of the Companies and changes in financial position for the respective
periods covered thereby.


 


(c)          Absence
of Undisclosed Liabilities. Except as disclosed on Schedule 3.06(c), no Company has any material Liabilities except
for (i) Liabilities reflected in the Most Recent Balance Sheet, (ii) Liabilities incurred in the Ordinary Course of Business since
the Most Recent Balance Sheet Date and (iii) any executory obligation (other than as a result of breach by any Company) under any
Contractual Obligation that is not required by GAAP to be set forth on the face of the balance sheets of the Companies.


 


(d)          Accounts
Receivable. All accounts and notes receivable reflected on the Most Recent Balance Sheet and all accounts and notes receivable
arising subsequent to the Most Recent Balance Sheet Date and on or prior to the Closing Date that will be reflected in the Final
Closing Balance Sheet, have arisen or will arise in the Ordinary Course of Business, and represent or will represent legal, valid,
binding and enforceable obligations owed to a Company.


 


(e)          Inventory.
All inventory of the Companies consists of a quality and quantity usable and salable in the Ordinary Course of Business, except
for obsolete items and items of below-standard quality. The quantities of each item of inventory (whether raw materials, work-in-process,
or finished goods) are not excessive, but are reasonable in the present circumstances of the Companies.


 




    	-14-



    	 



    




 


(f)          Banking
Facilities. Schedule 3.06(f) sets forth an accurate and complete list of each bank, savings and loan or similar financial
institution with which each Company has an account or safety deposit box or other similar arrangement, and any numbers or other
identifying codes of such accounts, safety deposit boxes or such other arrangements maintained by a Company thereat, excluding
the subaccounts maintained by the Companies within the Seller’s account at Harris Bank.


 


Section 3.07         Absence
of Certain Developments. From the Companies’ April 30, 2013 balance sheet through the date of this Agreement, (a) no
event, change, fact, condition or circumstance has occurred or arisen that has had, or would reasonably be expected to have, a
Material Adverse Effect, and (b) except as disclosed on Schedule 3.07, the Business has been conducted in all
material respects in the Ordinary Course of Business and no Company has (i) taken any action or omitted to take any action
that would have violated the provisions of Section 6.02 if such provisions had been in effect at all times since the
Audited Balance Sheet Date or (ii) suffered any loss, damage, destruction or eminent domain taking, whether or not covered
by insurance, with respect to any of its material Assets or the Business.


 


Section 3.08         Debt;
Guarantees. The Companies have no Liabilities in respect of Debt except as set forth on Schedule 3.08. For each
item of Debt, Schedule 3.08 correctly sets forth the debtor, the Contractual Obligations governing the Debt, the principal
amount of the Debt as the date of this Agreement, the creditor, the maturity date, and the collateral, if any, securing the Debt
(and all Contractual Obligations governing all related Liens). Except as set forth on Schedule 3.08, no Company has
any Liability in respect of a guarantee of any Debt or other Liability of any other Person (other than another Company). Except
as set forth on Schedule 3.08, no Company has any Liability in respect of a performance bond or other guarantee issued
by a third party guarantor to guarantee satisfactory performance of any obligations of any of the Companies.


 


Section 3.09         Assets.


 


(a)          Ownership
of Assets. Except as disclosed on Schedule 3.09(a), each Company has sole and exclusive, good and valid title to,
or, in the case of property held under a lease or other Contractual Obligation, a sole and exclusive, enforceable leasehold interest
in, or adequate rights to use, all of its properties, rights and assets, whether real or personal and whether tangible or intangible,
including all Assets reflected in the Most Recent Balance Sheet or acquired after the Most Recent Balance Sheet Date, except for
such Assets that have been sold or otherwise disposed of since the Most Recent Balance Sheet Date in the Ordinary Course of Business
(collectively, the “Assets”). Except as disclosed on Schedule 3.09(a), none of the Assets is subject
to any Lien other than a Permitted Lien. To the Seller’s Knowledge, there are no unclaimed property or escheat obligations
with respect to any real property or other assets owned by the Companies.


 


(b)          Sufficiency
of Assets. Except as disclosed on Schedule 3.09(a), the Assets comprise all of the assets, properties and rights
of every type and description, whether real or personal, tangible or intangible, that are used to conduct the Business.





 




    	-15-



    	 



    




 


(c)          Condition
of Tangible Assets. To the extent essential to the Companies’ production volumes experienced in the conduct of the Business
as presently conducted, all of the material fixtures and other material improvements to the Real Property included in the Assets
(including any Facilities) and all of the material tangible personal property other than inventory included in the Assets (i) are
in all material respects adequate and suitable for their present uses, (ii) are in good working order, operating condition
and state of repair (ordinary wear and tear excepted), and (iii) have been maintained in all material respects in accordance
with normal industry practice.


 


Section 3.10         Real
Property.


 


(a)          Schedule
3.10(a) sets forth a list of the addresses of all real property (i) owned by any of the Companies (the “Owned
Real Property”), (ii) previously owned by any of the Companies, or (iii) leased, subleased or licensed by, or for
which a right to use or occupy has been granted to, any of the Companies (the “Leased Real Property,” and together
with the Owned Real Property, the “Real Property”). Schedule 3.10(a) also identifies with respect
to each Leased Real Property, each lease, sublease, license or other Contractual Obligation under which such Leased Real Property
is occupied or used including the date of and legal name of each of the parties to such lease, sublease, license or other Contractual
Obligation, and each amendment, modification or supplement thereto (the “Real Property Leases”).


 


(b)          Except
as set forth on Schedule 3.10(b), the Companies have good and clear, record and marketable fee simple title in and
to the Owned Real Property, free and clear of all Liens other than Permitted Liens.


 


(c)          Except
as set forth on Schedule 3.10(c), there are no written or oral leases or other Contractual Obligations granting to
any other Person the right of use or occupancy of any of the Real Property and there is no Person (other than any Company) in possession
of any of the Real Property. With respect to each Real Property Lease that is a sublease, to the Seller’s Knowledge, the
representations and warranties in this Section 3.10(c) and Sections 3.16(b) and 3.16(c) are true and
correct with respect to the underlying lease.


 


(d)          Seller
has delivered to Buyer accurate and complete copies of the Real Property Leases, in each case as amended or otherwise modified
and in effect, together with extension notices and other material correspondence, lease summaries, notices or memoranda of lease,
estoppel certificates and subordination, non-disturbance and attornment agreements related thereto.


 


(e)          No
eminent domain or condemnation Action is pending or, to the Seller’s Knowledge, threatened, that would preclude or materially
impair the use of any Real Property. None of the Companies’ current use of the Real Property violates in any material respect
any restrictive covenant of record that affects any of the Real Property.


 


(f)          Each
Facility is supplied with utilities and other services necessary for the operation of such Facility as the same is currently operated
or currently proposed to be operated, all of which utilities and other services are provided via public roads or via permanent,
irrevocable appurtenant easements benefiting the parcel of Real Property. Each parcel of Real Property abuts on, and has direct
vehicular access to, a public road, or has access to a public road via a permanent, irrevocable appurtenant easement benefiting
the parcel of Real Property, in each case, to the extent necessary for the conduct of the Business.





 




    	-16-



    	 



    




 


Section 3.11         Intellectual
Property.


 


(a)          Company
IP. Except as disclosed on Schedule 3.11(a), the Companies own or have adequate rights to use all Company Technology
and all Company Intellectual Property Rights without, to Seller’s Knowledge, any conflict with, or infringement of, the Intellectual
Property Rights of others. Except to the extent provided in the Inbound IP Contracts, no material item of Company Technology or
material Company Intellectual Property Right is in the possession, custody or control of any Person other than the Companies.



 


(b)          IP
Contracts. Schedule 3.11(b) identifies under separate headings each Contractual Obligation, whether written or oral,
(i) under which a Company uses or licenses a material item of Company Technology or any material Company Intellectual Property
Rights that any Person besides a Company owns (the “Inbound IP Contracts”) and (ii) under which a Company has
granted any Person any right or interest in any material Company Intellectual Property Rights including any right to use any material
item of Company Technology (the “Outbound IP Contracts, together with the Inbound IP Contracts, the “IP Contracts”).
Seller has delivered to Buyer accurate and complete copies of each of the IP Contracts.


 


(c)          Scheduled
Intellectual Property Rights. Schedule 3.11(c) contains a complete and correct list of (i) all registered Intellectual
Property Rights owned by each Company and (ii) all pending applications for patents and the registration of Intellectual Property
Rights owned or filed by each Company and all material unregistered Intellectual Property Rights owned or used by each Company.
Schedule 3.11(c) also contains a complete and correct list of all trade, company or Internet domain names owned, reserved,
registered to, or used by each Company, as well as all IP addresses registered to or under the direct or indirect control of such
Company. Each of the Companies owns all rights, title and interest in and to, or has the right to use, all other Intellectual Property
Rights necessary for the operation of its business as presently conducted.


 


(d)          Infringement.
Except as disclosed on Schedule 3.11(d), none of the Companies (i) has, to the Seller’s Knowledge, interfered
with, infringed upon, diluted, misappropriated, or violated any Intellectual Property Rights of any Person, (ii) has received any
charge, complaint, claim, demand, or notice alleging interference, infringement, dilution, misappropriation, or violation of the
Intellectual Property Rights of any Person (including any invitation to license or request or demand to refrain from using any
Intellectual Property Rights of any Person in connection with the conduct of the Business or the use of any and all Technology
used in connection with the Business), or (iii) has agreed to or has a Contractual Obligation to indemnify any Person for or against
any interference, infringement, dilution, misappropriation, or violation with respect to any Intellectual Property Rights. Except
as disclosed on Schedule 3.11(d), to the Seller’s Knowledge, no Person has interfered with, infringed upon, diluted,
misappropriated, or violated any Company Intellectual Property Rights.





 




    	-17-



    	 



    




 


(e)          Privacy
and Data Security. The Companies’ use and dissemination of any personally-identifiable information concerning individuals
is in compliance in all material respects with all applicable privacy policies, terms of use, Legal Requirements, and Contractual
Obligations applicable to any Company or to which any Company is bound. The Companies maintain policies and procedures regarding
data security and privacy and maintain administrative, technical, and physical safeguards that are commercially reasonable and,
in any event, in compliance in all material respects with all applicable Legal Requirements and Contractual Obligations applicable
to any Company or to which any Company is bound. To Seller’s Knowledge, there have been no security breaches relating to,
or violations of any security policy regarding, or any unauthorized access of, any data or information used by the Companies. The
Contemplated Transactions will not, as of the Closing, violate in any material respect any privacy policy, terms of use, Legal
Requirements or Contractual Obligations relating to the use, dissemination, or transfer of any data or information.


 


Section 3.12         Legal
Compliance; Illegal Payments; Permits.


 


(a)          Legal
Compliance. Except as otherwise disclosed on Schedule 3.12(a), no Company is, in any material respect, in breach
or violation of, or default under, and no Company has been since July 31, 2010, in any material respect, in breach or violation
of, or default under, its Organizational Documents or any Legal Requirement applicable to the Companies.


 


(b)          Illegal
Payments, etc. In the conduct of the Business, no Company nor any of its Representatives on behalf of any Company, has (i) directly
or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer,
governmental official or employee or other Person who was, is or may be in a position to help or hinder any Company (or assist
in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any
illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office
or (ii) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.


 


(c)          Permits.
Each Company has been duly granted all material Permits necessary for the conduct of the Business by it and the ownership use and
operation of its Assets. Schedule 3.12(c) describes each material Permit affecting, or relating to, the Assets or the
Business together with the Governmental Authority responsible for issuing such Permit. Except as disclosed on Schedule 3.12(c),
(i) the Permits listed or required to be listed thereon are valid and in full force and effect, (ii) no Company is, in
any material respect, in breach or violation of, or default under, any such material Permit and (iii) to the Seller’s Knowledge,
no fact, situation, circumstance, condition or other basis exists which, with notice or lapse of time or both, would constitute
a material breach, violation or default under such Permit or give any Governmental Authority grounds to suspend, revoke or terminate
any such Permit.


 


Section 3.13         Tax
Matters. 


 


(a)          Each
Company and each Affiliated Group of which any Company is or was a member has timely filed, or has caused to be timely filed on
its behalf (or been part of a consolidated return that was inclusive of each Company), all Tax Returns required to be filed by
it in accordance with all Legal Requirements.  All such Tax Returns were true, correct and complete in all material respects. 
All Taxes owed by each Company (whether or not shown on any Tax Return) have been timely paid in full. There are no Liens
with respect to Taxes upon any Asset other than Permitted Liens for current Taxes not yet due and payable.


 




    	-18-



    	 



    




 


(b)          Each
Company has deducted, withheld and timely paid to the appropriate Governmental Authority all Taxes required to be deducted, withheld
or paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third
party, and each Company has complied with all reporting and recordkeeping requirements.


 


(c)          Except
for pending tax examinations currently in process in the State of Indiana and the State of California and with the Internal Revenue
Service, there is no pending Action concerning Taxes of any Company.


 


(d)          Since
July 31, 2010, except as disclosed in Schedule 3.13(d), no closing agreements, private letter rulings, technical advice
memoranda or similar agreements or rulings relating to Taxes have been entered into or issued by any Governmental Authority with
or in respect of any Company.


 


(e)          Since
January 1, 2012, no Company that is not a member of an Affiliated Group of which Seller is the parent has made any material tax
election, entered into any settlement or compromise of any Tax liability or made any claim for any refund of any Taxes in respect
of any of the Companies or any affiliated group of which any Company is or was a member.


 


(f)          No
Company has ever been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than the Affiliated
Group the common parent of which is Seller). No Company is a party to any Contractual Obligation relating to Tax sharing, Tax indemnity,
Tax allocation or similar agreement or arrangement.


 


(g)          No
Company nor any Affiliated Group of which any Company is or was a member is or has been required to make any adjustment pursuant
to Code Section 481(a) (or any predecessor provision) or any similar provision of state, local or foreign tax law by reason of
any change in any accounting methods, or will be required to make such an adjustment as a result of the Contemplated Transactions,
and there is no application pending with any Governmental Authority requesting permission for any changes in any of its accounting
methods for Tax purposes.


 


(h)          No
Company will be required to include any amount in taxable income or exclude any item of deduction or loss from taxable income for
any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any “closing agreement”
as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Income Tax law), (ii) any
deferred intercompany gain or excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding
or similar provision or administrative rule of federal, state, local or foreign income Tax law), (iii) installment sale or
open transaction disposition made on or prior to the Closing Date, (iv) any prepaid amount received on or prior to the Closing
Date or (v) an election under Code Section 108(i) (or any similar provision or administrative rule of federal, state, local
or foreign income Tax law).


 




    	-19-



    	 



    




 


(i)          No
Company owns any property of a character, the indirect transfer of which, pursuant to this Agreement, would give rise to any documentary,
stamp, or other transfer Tax.


 


(j)          Neither
Seller nor any Company nor any Affiliate of Seller that is a member of an Affiliated Group of which any Company is or was a member
has ever participated in a “reportable transaction” within the meaning of Section 6707A(c)(2) of the Code or section
1.6011-4 of the U.S. Treasury Regulations (or any comparable provision of any state, local, or foreign Tax Law).


 


Section 3.14         Employee
Benefit Plans.


 


(a)          Schedule 3.14
lists all Employee Plans which a Company sponsors or maintains, or to which a Company contributes or is obligated to contribute,
or under which a Company has or may have any Liability, or which benefits any current or former employee, director, consultant
or independent contractor of a Company or the beneficiaries or dependents of any such Person (each a “Company Plan”).
With respect to each Company Plan, Seller has delivered to Buyer accurate and complete copies of each of the following: (i) if
the plan has been reduced to writing, the plan document together with all amendments thereto, (ii) if the plan has not been
reduced to writing, a written summary of all material plan terms, (iii) if applicable, any trust agreements, custodial agreements,
insurance policies or contracts, administrative agreements and similar agreements, and investment management or investment advisory
agreements, (iv)  any summary plan descriptions, employee handbooks or similar employee communications, (v) in the case
of any plan that is intended to be qualified under Code Section 401(a), the most recent determination letter from the IRS and any
related correspondence, and any pending request for determination with respect to the plan’s qualification, (vi) in
the case of any funding arrangement intended to qualify as a VEBA under Code Section 501(c)(9), the IRS letter determining
that it so qualifies, (vii) in the case of any plan for which Forms 5500 are required to be filed, the two most recently filed
Forms 5500, with schedules attached and (viii) any notices, letters or other correspondence from the IRS or the Department of Labor
relating to such Company Plan.


 


(b)          No
Company or any other Person that would be considered a single employer with a Company under the Code or ERISA has ever maintained
a plan subject to Title IV of ERISA or Code Section 412, including any “multiemployer plan” as defined in Section 4001(a)(8)
of ERISA, and no condition exists that presents a material risk to any Company of incurring a material liability under Title IV
of ERISA or Section 412 or Section 430 of the Code.


 


(c)          Each
Company Plan that is intended to be qualified under Code Section 401(a) is so qualified. Each Company Plan, including any
associated trust or fund, has been administered in all material respects in accordance with its terms and with applicable Legal
Requirements, and nothing has occurred with respect to any Company Plan that has subjected or could subject a Company to a penalty
under Section 502 of ERISA or to an excise tax under the Code, or that has subjected or could subject any participant in, or beneficiary
of, a Company Plan to a tax under Code Section 4973. Each Company Plan that is a qualified defined contribution plan is an “ERISA
section 404(c) Plan” within the meaning of Department of Labor regulations section 2550.404c-1(b).





 




    	-20-



    	 



    




 


(d)          All
required contributions to, and premium payments on account of, each Company Plan have been made on a timely basis.


 


(e)          There
is no pending or, to the Seller’s Knowledge, threatened Action relating to a Company Plan, other than routine claims in the
Ordinary Course of Business for benefits provided for by the Company Plans. No Company Plan is or, within the last six years, has
been the subject of an examination or audit by a Governmental Authority, is the subject of an application or filing under, or is
a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or similar program.


 


(f)          Except
as required under Section 601 et seq. of ERISA, no Company Plan provides benefits or coverage in the nature of health, life
or disability insurance following retirement or other termination of employment.


 


(g)          Each
“nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1) and applicable regulations) with respect
to any service provider to a Company (i) complies and has been operated in compliance with the requirements of Code Section 409A
and regulations promulgated thereunder, or (ii) is exempt from compliance under the “grandfather” provisions of IRS
Notice 2005-1 and applicable regulations and has not been “materially modified” (within the meaning of IRS Notice 2005-1
and Treasury Regulations §1.409A-6(a)(4)) subsequent to October 3, 2004.


 


Section 3.15         Environmental
Matters. Except as set forth on Schedule 3.15 and except as may have been identified with particularity and as
a material recognized environmental condition in any Environmental Site Assessment conducted on behalf of Buyer prior to the execution
of this Agreement, (a) the Companies are, and have been, in compliance in all material respects with all Environmental Laws, (b)
there has been no release or threatened release of any material amount of any Hazardous Substance on, upon, into or from any site
currently or heretofore owned, leased or otherwise operated or used by a Company, (c) there have been no Hazardous Substances
generated by any Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal,
state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any Governmental
Authority in the United States, (d) there are no underground storage tanks located on, no PCBs (polychlorinated biphenyls) or PCB-containing
equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act stored on, any site
owned or operated by a Company, except for the storage of hazardous waste in compliance with Environmental Laws and (e) Seller
has delivered to Buyer accurate and complete copies of all material environmental records, reports, notifications, certificates
of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments for
each Company, in each case as amended and in effect.


 


Section 3.16         Contracts.


 


(a)          Contracts.
Except as disclosed on Schedule 3.16, no Company is bound by or a party to:





 




    	-21-



    	 



    




 


(i)           any
Contractual Obligation (or group of related Contractual Obligations) for the purchase, sale, construction, repair or maintenance
of inventory, raw materials, commodities, supplies, goods, products, equipment or other property, or for the furnishing or receipt
of services, in each case, the performance of which will extend over a period of more than one year or which provides for (or would
be reasonably expected to involve) annual payments to or by a Company in excess of $150,000 or aggregate payments to or by a Company
in excess of $250,000;


 


(ii)          any
Contractual Obligation relating to the acquisition or disposition by any Company of (A) any business (whether by merger, consolidation
or other business combination, sale of securities, sale of assets or otherwise) or (B) any material Asset (other than sales
of inventory in the Ordinary Course of Business);


 


(iii)         any
Contractual Obligation concerning or consisting of a partnership, limited liability company, joint venture or similar agreement;


 


(iv)         any
Contractual Obligation under which a Company has permitted any Asset to become Encumbered (other than by a Permitted Lien);


 


(v)          any
Contractual Obligation (A) under which a Company has created, incurred, assumed or guaranteed any Debt, (B) under which
any other Person has guaranteed any Debt of a Company or (C) under which any other Person has issued to any of the Companies a
performance bond or other guarantee to guarantee satisfactory performance of any obligation of the Companies;


 


(vi)         any
Contractual Obligation containing covenants that in any way purport to (A) restrict any business activity (including the solicitation,
hiring or engagement of any Person or the solicitation of any customer) of any Company or any Affiliate thereof or (B) limit
the freedom of any Company or any Affiliate thereof to engage in any line of business or compete with any Person;


 


(vii)        any
Contractual Obligation under which a Company is, or may become, obligated to incur any severance pay or compensation obligations
that would become payable by reason of this Agreement or the Contemplated Transactions;


 


(viii)      any
Contractual Obligation under which a Company is, or may, have any Liability to any investment bank, broker, financial advisor,
finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder’s, or similar fees
or expenses) in connection with this Agreement or the Contemplated Transactions;


 


(ix)         any
Contractual Obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting or other
basis or otherwise providing compensation or other benefits to any officer, director, employee or consultant (other than a Company
Plan);


 


(x)          any
material agency, dealer, distributor, sales representative, marketing or other similar Contractual Obligation;





 




    	-22-



    	 



    

  


(xi)         any
outstanding general or special powers of attorney executed by or on behalf of a Company;


 


(xii)        any
Contractual Obligation, other than Real Property Leases relating to the lease or license of any Asset (and including all customer
license and maintenance agreements);


 


(xiii)      any
Contractual Obligation under which a Company has advanced or loaned an amount to any of its Affiliates or employees other than
in the Ordinary Course of Business; and


 


(xiv)        any
other Contractual Obligation between a Company, on the one hand, and Seller (or Affiliate or Family Member thereof), on the other
hand, that will continue in effect after the Closing.


 


Seller has delivered to Buyer accurate and
complete copies of each written Contractual Obligation listed on Schedule 3.16, in each case, as amended or otherwise
modified and in effect.


 


(b)          Enforceability,
etc. To Seller’s Knowledge, each Contractual Obligation required to be disclosed on Schedule 3.10(a)
(Real Property), Schedule 3.14 (Employee Benefit Plans), Schedule 3.16 (Contracts), Schedule
3.18 (Dealers and Suppliers) or Schedule 3.21 (Insurance) (each, a “Material Company Contract”)
is enforceable against each party to such Contractual Obligation, and is in full force and effect.


 


(c)          Breach,
etc. No Company or, to the Seller’s Knowledge, any other party to any Material Company Contract is in material
breach or violation of, or default under, or has repudiated any material provision of, any Material Company Contract.


 


Section 3.17         Related
Party Transactions. Except for the matters disclosed on Schedule 3.17, no Seller or Affiliate of Seller and no
officer or director (or equivalent) of any Company (or, to the Seller’s Knowledge, any Family Member of any such Person who
is an individual or any entity in which any such Person or any such Family Member thereof owns a material interest): (a) has
any material interest in any material Asset owned or leased by any Company or used in connection with the Business or (b) has
engaged in any material transaction, arrangement or understanding with any Company since July 31, 2010 (other than payments made
to, and other compensation provided to, officers and directors (or equivalent) in the Ordinary Course of Business).


 


Section 3.18         Dealers
and Suppliers. Schedule 3.18 sets forth a complete and accurate list of (a) the ten largest dealers of the Companies
(measured by aggregate billings) during the eleven month period ended on the Most Recent Balance Sheet Date, indicating the existing
Contractual Obligations with each such dealer by product or service provided and (b) the ten largest suppliers of materials, products
or services to the Companies (measured by the aggregate amount purchased by the Companies) during the eleven month period ended
on the Most Recent Balance Sheet Date, indicating the Contractual Obligations for continued supply from each such supplier. Except
as disclosed on Schedule 3.18, none of such dealers or suppliers has cancelled, terminated or otherwise materially
altered (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged
or paid, as the case may be) or notified a Company of any intention to do any of the foregoing or otherwise threatened in writing
to cancel, terminate or materially alter (including any material reduction in the rate or amount of sales or purchases or material
increase in the prices charged or paid as the case may be) its relationship with a Company.





 




    	-23-



    	 



    




 


Section 3.19         Labor
Matters. Except as disclosed on Schedule 3.19, there are no labor troubles (including any work slowdown, lockout,
stoppage, picketing or strike) pending, or to the Seller’s Knowledge, threatened between a Company, on the one hand, and
its employees, on the other hand, and there have been no such troubles since July 31, 2010. Except as disclosed on Schedule 3.19,
(a) no employee of a Company is represented by a labor union, (b) no Company is a party to, or otherwise subject to, any collective
bargaining agreement or other labor union contract, (c) no petition has been filed or proceedings instituted by an employee or
group of employees of a Company with any labor relations board seeking recognition of a bargaining representative, (d) to the Seller’s
Knowledge, there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize
employees of any Company, and (e) no demand for recognition of employees of a Company has been made by, or on behalf of, any labor
union.


 


Section 3.20         Litigation;
Governmental Orders.


 


(a)          Litigation.
Except as disclosed on Schedule 3.20(a) and except for usual and customary warranty claims in the Ordinary Course of
Business that do not exceed $10,000 individually, there is no Action to which a Company is a party (either as plaintiff or defendant)
or to which its Assets are or may be subject that is pending, or to the Seller’s Knowledge, threatened. Except as disclosed
on Schedule 3.20(a), there is no Action which a Company presently intends to initiate.


 


(b)          Governmental
Orders. Except as disclosed on Schedule 3.20(b), no Governmental Order has been issued that is applicable to a
Company or its Assets or the Business.


 


Section 3.21         Insurance.
Schedule 3.21 sets forth an accurate and complete list of all insurance policies by which the Companies, or any of
their Assets, employees, officers or directors (or equivalent) or the Business have been insured since July 31, 2010 (the “Liability
Policies”) and, with respect to such Liability Policies under which the Companies, or any of their Assets, employees,
officers or directors (or equivalent) or the Business are currently insured (the “Current Liability Policies”),
their respective expiration dates. Except as disclosed on Schedule 3.21, no insurer (a) has questioned, denied
or disputed coverage of any claim pending under any Liability Policy or (b) has threatened to cancel any Liability Policy.
Except as disclosed on Schedule 3.21, to the Seller’s Knowledge, no insurer plans to materially increase the
premiums for, or materially alter the coverage under, any Current Liability Policy. Except as disclosed on Schedule 3.21,
following the Closing, the Companies will continue to have coverage under all of the Liability Policies with respect to events
occurring prior to the Closing.


 




    	-24-



    	 



    




 


Section 3.22         Product
Warranty; Product Liability.


 


(a)          Except
as disclosed on Schedule 3.22(a) (and except for other Liabilities for which there is a reserve that meets the standards
described in the following sentence), each product manufactured, sold, leased, licensed, delivered or installed by a Company (collectively,
the “Products”) is, and at all times has been, (i) in material compliance with all applicable Legal Requirements,
(ii) fit for the ordinary purposes for which it is intended to be used, and (iii) in conformity in all material respects with any
and all Contractual Obligations, express and implied warranties, promises and affirmations of fact made by any Company. Except
as disclosed on Schedules 3.20(a) and 3.22(a) and excepting the normal course warranty claims in the Ordinary Course of
Business, no Company has any Liability (and, to Seller’s Knowledge, there is no fact, condition or other basis for any valid
or meritorious present or future Action giving rise to any Liability) for replacement or repair of any Products or other damages
in connection with any Products, subject only to the reserve for product warranty claims set forth on the face of the Most Recent
Balance Sheet, as adjusted for the passage of time in accordance with GAAP (as modified by Schedule 3.06(b)) and reflected
on the Final Closing Balance Sheet which reserves are, to Seller’s Knowledge, adequate to address all such Liabilities. Each
Product contains adequate warnings, the content and display of which conform with applicable Legal Requirements and current industry
practice. Except as disclosed on Schedule 3.22(a), there is no design defect with respect to any Product.


 


(b)          Except
as disclosed on Schedule 3.22(b), no Product is subject to any guaranty, warranty or other indemnity beyond the applicable
standard terms and conditions of sale, lease or license. Schedule 3.22(b) includes a summary of all the material standard
terms and conditions of sale, lease or license for the Products (including applicable guaranty, warranty and indemnity provisions).


 


(c)          Except
as disclosed on Schedule 3.22(c), there is no Action to which a Company is a party pending, or to Seller’s Knowledge,
threatened relating to, or otherwise involving, alleged defects in the Products or services provided by a Company, or the failure
of any such Products or services to meet certain specifications, and, to Seller’s Knowledge, there is no fact, condition
or other basis for any of the foregoing. Schedule 3.22(c) sets forth all concluded Actions (including the disposition thereof)
against a Company since July 31, 2011 relating to, or otherwise involving, alleged defects in the Products or services provided
by a Company, or the alleged failure of any such Products or services to meet certain specifications. Except as disclosed on Schedule 3.20(a)
and Schedule 3.22(c), no Company has any Liability arising out of any injury to any Person or property as a result of any
services provided by a Company, or the ownership, possession, or use of the Products.


 


(d)             Except
as disclosed on Schedule 3.22(d), during the three (3) years preceding the date of this Agreement, (i) there have been no
investigations by the National Highway Transport Safety Association (“NHTSA”) relating to the Products and (ii)
NHTSA has not administered any safety recalls with respect to the Products.


 


Section 3.23         No
Brokers. No Company has any Liability of any kind to, or is subject to any claim of, any broker, finder or agent in connection
with the Contemplated Transactions other than those which will be borne by Seller.





 




    	-25-



    	 



    




 


ARTICLE
IV

INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF SELLER.


 


Seller hereby represents and warrants to
Buyer, that:


 


Section 4.01         Organization.
Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.


 


Section 4.02         Power
and Authorization. The execution, delivery and performance by Seller of this Agreement and each Ancillary Agreement to which
Seller is, or will be at Closing, a party and the consummation of the Contemplated Transactions by Seller are within the power
and authority of Seller and, if applicable, have been duly authorized by Seller by all necessary action on the part of Seller (and
its Board of Directors (or equivalent) and holders of its Equity Interests). This Agreement and each Ancillary Agreement to which
Seller is, or will be at Closing, a party (a) have been (or, in the case of Ancillary Agreements to be entered into at the
Closing, will be when executed and delivered) duly executed and delivered by Seller and (b) is (or, in the case of Ancillary
Agreements to be entered into at the Closing, will be when executed and delivered) a legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms.


 


Section 4.03         Authorization
of Governmental Authorities. Except as disclosed on Schedule 4.03, no action by (including any authorization, consent
or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and
lawful (a) authorization, execution, delivery and performance by such Seller of this Agreement and each Ancillary Agreement
to which Seller is, or will be at Closing, a party or (b) consummation of the Contemplated Transactions by Seller.


 


Section 4.04         Noncontravention.
Except as disclosed on Schedule 4.04, neither the execution, delivery and performance by Seller of this Agreement or
any Ancillary Agreement to which such Seller is, or will be at Closing, a party nor the consummation of the Contemplated Transactions
by such Seller will: (a) assuming the taking of all necessary action by (including the obtaining of each necessary authorization,
consent or approval) or in respect of, and the making of all filings with, Governmental Authorities, in each case, as disclosed
on Schedule 4.03, violate any provision of any Legal Requirement applicable to such Seller; or (b) conflict with or
result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute
a default) under, or result in termination of, or accelerate the performance required by, or result in a right of termination or
acceleration under, or require any action by (including any authorization, consent or approval) or notice to any Person, or result
in the creation of any Lien upon any Equity Interests of Seller under, any of the terms, conditions or provisions of (i) any Governmental
Order applicable to or otherwise affecting Seller or its assets or properties, (ii) any material Contractual Obligation of Seller,
or (iii) the Organizational Documents of Seller (if Seller is not an individual).





 




    	-26-



    	 



    




 


Section 4.05         Title.
Seller is the record and beneficial owner of the outstanding Equity Interests of the Companies set forth opposite Seller’s
name on Schedule 4.05, and Seller has good and marketable title to such Equity Interests, free and clear of all Liens.
Seller has full right, power and authority to transfer and deliver to Buyer valid title to the Equity Interests of the Companies
held by Seller, free and clear of all Liens. Immediately following the Closing, Buyer will be the record and beneficial owner of
such Equity Interests, and have good and marketable title to such Equity Interests, free and clear of all Liens except as are imposed
by Buyer. Except pursuant to this Agreement, there is no Contractual Obligation pursuant to which Seller has, directly or indirectly,
granted any option, warrant or other right to any Person to acquire any Equity Interests in a Company. Except as disclosed on Schedule 4.05,
such Seller is not a party to, and the Equity Interests in the Companies set forth opposite such Seller’s name on Schedule 4.05
are not subject to, any shareholders agreement, voting agreement, voting trust, proxy or other Contractual Obligation relating
to the transfer or voting of such Equity Interests.


 


Section 4.06         No
Brokers. Except as disclosed in Schedule 4.06, such Seller has no Liability of any kind to any broker, finder or
agent with respect to the Contemplated Transactions, and such Seller agrees to satisfy in full any Liability required to be disclosed
on Schedule 4.06.


 


ARTICLE
V

REPRESENTATIONS AND WARRANTIES OF BUYER.


 


Buyer represents and warrants to Seller
that:


 


Section 5.01         Organization.
Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.


 


Section 5.02         Power
and Authorization. The execution, delivery and performance by Buyer of this Agreement and each Ancillary Agreement to which
Buyer is, or will be at Closing, a party and the consummation of the Contemplated Transactions by Buyer are within the power and
authority of each Buyer and have been duly authorized by all necessary action on the part of Buyer. This Agreement and each Ancillary
Agreement to which Buyer is, or will be at Closing, a party (a) have been (or, in the case of Ancillary Agreements to be entered
into at the Closing, will be when executed and delivered) duly executed and delivered by Buyer and (b) is (or in the case
of Ancillary Agreements to be entered into at the Closing, will be when executed and delivered) a legal, valid and binding obligation
of Buyer, enforceable against Buyer in accordance with its terms.


 


Section 5.03         Authorization
of Governmental Authorities. No action by (including any authorization, consent or approval), or in respect of, or filing with,
any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery
and performance by Buyer of this Agreement and each Ancillary Agreement to which either of them is, or will be at Closing, a party
or (b) consummation of the Contemplated Transactions by Buyer.


 


Section 5.04         Noncontravention.
Neither the execution, delivery and performance by Buyer of this Agreement or any Ancillary Agreement to which Buyer is, or will
be at Closing, a party nor the consummation of the Contemplated Transactions will (a) violate any provision of any Legal Requirement
applicable to Buyer; or (b) conflict with or result in a breach or violation of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance
required by, or result in a right of termination or acceleration under, or require any action by (including any authorization,
consent or approval) or notice to any Person under, any of the terms, conditions or provisions of (i) any Governmental Order
applicable to or otherwise affecting Buyer or its assets or properties, (ii) any material Contractual Obligation of Buyer, or (iii) the
Organizational Documents of Buyer.





 




    	-27-



    	 



    




 


Section 5.05         Financing.
Buyer has received a fully executed commitment letter, dated as of the date hereof (the “Equity Commitment Letter”),
from AIP Capital Fund V, L.P. (the “Sponsor”),
pursuant to which the Sponsor has committed, subject to the terms and conditions set forth therein, to provide to Buyer (directly
or indirectly) up to an aggregate of $107,000,000 in equity financing. An accurate and complete copy of the Equity Commitment Letter
as in effect on the date of this Agreement has been furnished to Seller. The Equity Commitment Letter has not been amended, modified,
terminated or withdrawn as of the date hereof and, to Buyer’s knowledge, the Equity Commitment Letter is in full force and
effect as of the date hereof. Assuming the funding in full of the financing contemplated by the Equity Commitment Letter on the
Closing Date, Buyer will have sufficient funds available to consummate the Contemplated Transactions.


 


Section 5.06         No
Brokers. Buyer does not have any Liability of any kind to any broker, finder or agent with respect to the Contemplated Transactions
for which Seller could be liable.


 


ARTICLE
VI

COVENANTS OF THE PARTIES


 


Section 6.01         Commercially
Reasonable Efforts; Notices and Consents. Subject to the terms and conditions of this Agreement, from the date of this Agreement
to the Closing, or the earlier termination of this Agreement pursuant to Article IX, each of the parties hereto shall
use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to
give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations,
consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, and to do or cause to be done all
other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions (including
satisfaction, but not waiver, of the closing conditions set forth in Articles VII and VIII) and to allow the
Business to be operated following the Closing in the same manner as it is operated prior to the Closing.


 


Section 6.02         Operation
of the Business.


 


(a)          Conduct
of the Business Generally. From the date of this Agreement until the Closing, or the earlier termination of this Agreement
in accordance with Article IX, without the prior written consent of Buyer, and except to the extent described on Schedule 6.02(a),
Seller shall, and Seller shall cause the Companies to (i) conduct the Business only in the Ordinary Course of Business and in all
material respects (including with respect to the payment of accounts payable and accrued expenses and the management of cash and
other working capital) in accordance with all applicable Legal Requirements and (ii) to the extent related to the operation of
the Companies or the conduct of the Business, use commercially reasonable efforts to preserve intact its business organization
and relationships with third parties and employees and maintain in effect the insurance coverage describe on Schedule 3.21
(or equivalent replacement coverage).





 




    	-28-



    	 



    




 


(b)          Specific
Prohibitions. Without limiting the generality or effect of Section 6.02(a), from the date of this Agreement until
the Closing, or the earlier termination of this Agreement in accordance with Article IX, without the prior written
consent of Buyer, and except to the extent described on Schedule 6.02(a), to the extent that any of the following actions
relates to the operation of the Companies or the conduct of the Business, Seller shall not and Seller shall not cause or permit
any of the Companies to, take any of such actions:


 


(i)           amend
its Organizational Documents, effect any split, combination, reclassification or similar action with respect to its capital stock
or other Equity Interests or adopt or carry out any plan of complete or partial liquidation or dissolution;


 


(ii)          issue,
sell, grant or otherwise dispose of any of its Equity Interests or other securities, or amend any term of any of its outstanding
Equity Interests or other securities;


 


(iii)         become
liable in respect of any guarantee or incur, assume or otherwise become liable in respect of any Debt;


 


(iv)         (A)
merge or consolidate with any Person; (B) acquire any material Assets, except for acquisitions of inventory, equipment and raw
materials in the Ordinary Course of Business; or (C) make any loan, advance or capital contribution to, acquire any Equity Interests
in, or otherwise make any investment in, any Person (other than loans and advances to employees in the Ordinary Course of Business);


 


(v)          permit
any of its material Assets to become subject to a Lien (other than a Permitted Lien) or sell, lease, license or otherwise dispose
of any of its material Assets, other than sales of inventory in the Ordinary Course of Business;


 


(vi)         repay,
prepay or otherwise discharge or satisfy any Debt or other material Liabilities, other than in the Ordinary Course of Business,
or waive, cancel or assign any claims or rights of substantial value other than in the Ordinary Course of Business;


 


(vii)        make
any capital expenditures that are in the aggregate in excess of $200,000 (other than capital expenditures contemplated by the capital
expenditure budget attached as Schedule 6.02(b)(vii));


 


(viii)       increase
any benefits under any Employee Plan or increase the compensation payable or paid, whether conditionally or otherwise, to any employee,
officer, director or consultant of any Company (other than (A) any increase adopted in the Ordinary Course of Business in
respect of the compensation of any employee whose annual base compensation does not exceed $50,000 after giving effect to such
increase or (B) any increase in benefits or compensation required by Legal Requirements;


 


(ix)         amend
or terminate any Company Plan or any related Contractual Obligation;


  




    	-29-



    	 



    

  


(x)          make
any material change in its methods of accounting or accounting practices (including with respect to reserves) or its pricing policies,
payment or credit practices, fail to pay any creditor any material amount owed to such creditor when due or grant any extensions
of credit other than in the Ordinary Course of Business;


 


(xi)         settle,
agree to settle, waive or otherwise compromise any pending or threatened Actions (A) involving potential payments by or to
any Company of more than $200,000 in aggregate, (B) that admit liability or consent to non-monetary relief, or (C) that otherwise
are or would reasonably be expected to be material to the Companies, taken as a whole, or the Business;


 


(xii)        make,
change or revoke any material Tax election; elect or change any method of accounting for Tax purposes; settle any Action in respect
of Taxes; or enter into any Contractual Obligation in respect of Taxes with any Governmental Authority;


 


(xiii)       open
any Facility or enter into any new line of business or close any Facility or discontinue any line of business or any material business
operations;


 


(xiv)       enter
into, adopt, terminate, modify, renew or amend in material respect (including by accelerating material rights or benefits under)
any Material Company Contracts or any Contractual Obligation that would be a Material Company Contract if such Contractual Obligation
were in place on the date hereof;


 


(xv)        write
up or write down any of its material Assets or revalue its inventory;


 


(xvi)       open
any new bank or deposit accounts (or materially change any existing arrangements with respect to any existing bank or deposit accounts)
or grant any new powers of attorney;


 


(xvii)      license
or otherwise dispose of the rights to use any material patent, trademark or other Intellectual Property Rights or disclose material
trade secrets to a third party; or


 


(xviii)     enter
into any Contractual Obligation to do any of the things referred to elsewhere in this Section 6.02(b).


 


Section 6.03         Access
to Premises and Information.


 


(a)          Access.
Subject to Section 6.07 and in a manner not to unreasonably interfere with the day-to-day operations of the Companies or
their respective fiscal year 2013 year end work, from the date of this Agreement until the Closing, or the earlier termination
of this Agreement in accordance with Article IX, Seller shall, and shall cause the Companies to, permit Buyer, the
prospective providers of the debt financing described in Section 6.10 and their respective Representatives to have full
access (at reasonable times and upon reasonable notice) to all Representatives of the Companies and to all premises, properties
(including for the purposes of environmental inspection), books, records (including any Tax records related to the Business or
the Companies but excluding the Seller’s consolidated returns), contracts, financial and operating data and other information
and documents of, or pertaining to, the Companies, the Assets or the Business, and to make copies of such books, records, contracts,
data, information and documents as Buyer, such prospective providers of such debt financing or their respective Representatives
may reasonably request. During the three (3) months following the Closing, Buyer agrees to allow access (at reasonable times and
upon reasonable notice) to the Companies’ information and employees as may be reasonably necessary to aid and assist in completing
Seller’s most recent quarter end processes in a manner commensurate with prior quarter end processes.


  




    	-30-



    	 



    




 


(b)          Update
Financials. Seller shall (or shall cause the Companies to) prepare and furnish to Buyer, promptly after becoming available
and in any event within twenty (20) days of the end of each calendar month, the unaudited (i) balance sheet of (1) ElDorado CA,
(3) ElDorado KS and (3) Goshen and (ii) combined balance sheet of Champion and General Coach, and, in each case, the related unaudited
statement of income or combined statement of income (the “Update Financials”) for each month following the Most
Recent Balance Sheet Date through the Closing Date.


 


Section 6.04         Notice
of Developments. From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance
with Article IX, Seller (with respect to the conditions set forth in Article VII) shall promptly (and in any
event prior to the Closing) notify Buyer in writing and Buyer (with respect to the conditions set forth in Article VII)
shall promptly (and in any event prior to the Closing) notify Seller in writing (with any such writing to include a written update
to the Schedules to the extent applicable) upon becoming aware of the occurrence or nonoccurrence of any event whose occurrence
or non-occurrence would be reasonably likely to cause any such condition to the Contemplated Transactions to be unsatisfied. The
delivery of any notice pursuant to this Section 6.04 shall not cure any breach of any representation or warranty requiring
disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any Ancillary Agreement
or otherwise limit or affect the rights of, or the remedies available to, to the party receiving such notice.


 


Section 6.05         Exclusivity.
From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article IX,
Seller shall not (and shall cause the Companies and its and their respective Affiliates or any of their or their Affiliates’
Representatives not to) directly or indirectly: (a) solicit, initiate, or encourage the submission of any proposal or offer
from any Person relating to, or enter into or consummate any transaction relating to, the acquisition of any Equity Interests in
the Companies or any merger, recapitalization, share exchange, sale of Assets (other than sales of inventory in the Ordinary Course
of Business) or any similar transaction or any other alternative to the Contemplated Transactions or (b) participate in any discussions
or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner,
any effort or attempt by any Person to do or seek any of the foregoing.


 


Section 6.06         Expenses.
Each party will pay its own respective financial advisory, legal, accounting and other expenses incurred by it or for its benefit
in connection with the preparation and execution of this Agreement and the Ancillary Agreements, the compliance herewith and therewith
and the Contemplated Transactions; provided, that (a) all such expenses incurred by the Companies will be borne by Seller
as contemplated by Section 2.02 and (b) if the Contemplated Transactions are consummated, all such fees and expenses of
Buyer shall be paid by the Companies.


  




    	-31-



    	 



    




 


Section 6.07         Confidentiality.


 


(a)          Seller
acknowledges that the success of the Companies after the Closing depends upon the continued preservation of the confidentiality
of certain information possessed by such Seller, that the preservation of the confidentiality of such information by such Seller
is an essential premise of the bargain between Seller and Buyer, and that Buyer would be unwilling to enter into this Agreement
in the absence of this Section 6.07(a). Accordingly, Seller shall not (and shall cause its Affiliates and its and its
Affiliate’s Representatives not to), at any time on or after the Closing Date, directly or indirectly, without the prior
written consent of Buyer, disclose or use, any information involving or relating to the Business or any Company; provided,
that the information subject to this Section 6.07(a) will not include any information generally available to, or known by,
the public (other than as a result of disclosure in violation hereof); provided, further, that the provisions of
this Section 6.07(a) will not prohibit any retention of copies of records or disclosure (A) required by any applicable
Legal Requirement so long as reasonable prior notice is given to Buyer and the Companies of such disclosure and a reasonable opportunity
is afforded Buyer and the Companies to contest the same or (B) made in connection with the enforcement of any right or remedy
relating to this Agreement or the Contemplated Transactions. Seller agrees that it shall be responsible for any breach or violation
of the provisions of this Section 6.07(a) by any of its Affiliates or its or its Affiliates’ Representatives.


 


(b)          Notwithstanding
the foregoing, each of the parties hereto and their respective Representatives may disclose to any and all Persons, without limitation
of any kind, the tax treatment and tax structure of the Contemplated Transactions and all materials of any kind (including opinions
or other tax analyses) that are provided to it relating to such tax treatment and tax structure, all as contemplated by Treasury
Regulation Section 1.6011-4(b)(3)(iii).


 


Section 6.08         Publicity.
No public announcement or disclosure (including any general announcement to employees, customers or suppliers) will be made by
any party with respect to the subject matter of this Agreement or the Contemplated Transactions without the prior written consent
of Buyer and Seller; provided, that the provisions of this Section 6.08 shall not prohibit (a) any disclosure
required by any applicable Legal Requirements (in which case the disclosing party will provide the other parties with the opportunity
to review and comment in advance of such disclosure) or (b) any disclosure made in connection with the enforcement of any right
or remedy relating to this Agreement or any Ancillary Agreement or the Contemplated Transactions.


 


Section 6.09         Noncompetition
and Nonsolicitation. For a period of three (3) years from and after the Closing Date, Seller shall not, or shall not permit,
cause or encourage any of their Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in
all or any portion of the Business (or any business that is competitive with the Business) as it is conducted on the Closing Date.
For a period of two (2) years from and after the Closing Date, Seller shall not, and shall not permit, cause or encourage any of
their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade
or attempt to persuade, any Person who is an employee of any of the Companies to leave the employ of the Companies, other than
any general solicitation by Seller to the public of employees not targeted at any or all of the employees of the Companies. If
the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.09 is
invalid or unenforceable, the court making the determination of invalidity or unenforceability will have the power to reduce the
scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the
time within which the judgment may be appealed.


 




    	-32-



    	 



    




 


Section 6.10         Assistance
with Financing. Prior to the Closing and provided that it shall not unreasonably interfere with the day-to-day job responsibilities
or fiscal year end duties of the Companies’ employees, Seller will (and will cause each of the Companies and its and their
Representatives to) use commercially reasonable efforts to cooperate with Buyer’s efforts to secure any debt financing, at
Buyer’s sole cost and expense, as may be reasonably requested by Buyer; including (a) participation on a timely basis
in meetings, drafting sessions and due diligence, lender, investor, rating agency and other presentations, (b) furnishing
Buyer and its financing sources with, as soon as such financial statements and other information becomes available, all financial
statements, financial and operating information regarding the Companies, the Business and the Assets as may be reasonably requested
by Buyer or any proposed financing source in connection with such debt financing, (c) assisting Buyer and their financing
sources in (i) the timely preparation of offering documents, private placement memoranda, bank information memoranda and similar
documents in connection with any portion of such debt financing, (ii) the timely preparation of materials for due diligence,
lender, investor, rating agency and other presentations, and (iii) the compliance with the reasonable requirements of rating
agencies, (d) cooperating with the marketing efforts of Buyer its financing sources for any portion of such debt financing,
(e) facilitating the pledging of collateral, including cooperating with Buyer’s efforts to obtain appraisals, financial
analyses, surveys, environmental assessments, third party consents and estoppels, mortgage financeability and title insurance,
(f) cooperating with the efforts of Buyer its financing sources to ensure that any syndication efforts benefit from the existing
lending and investment banking relationships of the Companies, (g) taking such actions reasonably requested by Buyer or any
such financing source to satisfy any requirements necessary to consummate such debt financing and otherwise assisting and cooperating
with the satisfaction of the conditions to such debt financing, (h) entering into one or more credit or other financing-related
agreements and executing any certificates or other documents on terms satisfactory to Buyer on behalf of Buyer or the Companies
in connection with such debt financing (so long as such documents would not have any effect in the absence of a Closing) and (i) taking
all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer to permit the consummation of such
debt financing and the direct borrowing or incurrence of all of the proceeds of such debt financing at the Closing; provided,
that Seller shall not be required to pay any commitment or similar fee in connection with such debt financing prior to the Closing
Date. Buyer shall indemnify and hold harmless Seller, the Companies and their respective Representatives from and against any and
all losses, damages, claims and reasonable out-of-pocket costs or expenses suffered or incurred by any of them in connection with
Buyer’s financing and any information utilized in connection therewith. Seller hereby consents to use of the Companies’
logos in connection with such financing; provided, that such logos are used solely in a manner that is not intended or reasonably
likely to harm or disparage the Companies, or their reputation, goodwill or marks. Buyer agrees that any requests made hereunder
from the date of execution of this Agreement to the Closing Date shall be made directly to Seller to the attention of Colleen Zuhl,
Seller’s Controller, Telephone: (574) 970-7460, Facsimile: (574) 970-7013, e-mail: czuhl@thorindustries.com, or, in
the absence or unavailability of Ms. Zuhl, Todd Woefler, Telephone: (574) 970-7460, Facsimile: (574) 970-7013, e-mail: twoelfer@thorindustries.com.





 




    	-33-



    	 



    




 


Section 6.11         Further
Assurances.


 


(a)          From
and after the Closing Date, upon the request of either Seller or Buyer, each of the parties hereto shall do, execute, acknowledge
and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may
be reasonably required or appropriate to carry out the Contemplated Transactions. Seller shall not take any action that is designed
or intended to have the effect of discouraging any lessor, licensor, supplier, distributor or customer of a Company or other Person
with whom a Company has a relationship from maintaining the same relationship with the Companies after the Closing as it maintained
prior to the Closing. Seller shall refer all customer inquiries relating to the Business to the Companies from and after the Closing.


 


(b)          Without
limiting the provisions of this Section 6.11, from and after the Closing, Buyer agrees to assume any and all of Seller’s
rights, obligations and duties under all floorplan agreements and any other Contractual Obligations to which Seller is bound that
Buyer deems necessary to the ongoing operations of the Companies (said agreements collectively referred to herein as the “Assumed
Obligations”) entered into by Seller as a party, guarantor or other similar status that exist for the benefit of or relate
directly to any of the Companies; provided, that these Assumed Obligations shall be limited to those floorplan agreements
and other Contractual Obligations listed on Schedule 6.11 and, in each case, only to the extent such Contractual Obligations
relate to the Business and/or the Companies. From and after the Closing, Buyer shall indemnify and hold harmless the Seller
Indemnified Persons (as defined in Section 10.02) from, against and in respect of any and all Losses (as defined in
Section 10.01) incurred or suffered by the Seller Indemnified Persons or any of them as a result of, arising out of or relating
to, directly or indirectly, the Assumed Obligations. Immediately upon execution of this Agreement, Buyer shall take all reasonable
steps to transfer all Assumed Obligations to Buyer such that Buyer takes Seller’s place as a party, guarantor or other similar
status under each of the Assumed Obligations as of the Closing Date. In furtherance of the foregoing, Buyer hereby agrees that,
if following the Closing Date, (a) any of Buyer’s Officers obtains actual knowledge of any floorplan, repurchase or other
related Contractual Obligation that would have, if known to Seller on the date hereof, been included in the definition of Assumed
Obligations and set forth on Schedule 6.11, or (b) the Seller becomes aware of any such Contractual Obligation that Buyer
and/or any of the Companies utilizes, relies upon or benefits from and upon which Seller continues to be obligated (whether as
maker, guarantor or other form of surety) and notifies Buyer promptly of such Contractual Obligation, Buyer shall use commercially
reasonable efforts to immediately cease the incurrence or creation of any further obligations of Seller under any such Contractual
Obligation (subject to any terms and conditions of such Contractual Obligation). If within five (5) Business Days of any of Buyer’s
Officers obtaining actual knowledge or Seller notifying Buyer of any such Contractual Obligation, Buyer determines in its sole
discretion to use or continue to use such Contractual Obligation (each, an “Additional Assumed Obligation”),
Buyer will provide written notice to Seller agreeing to take all reasonable steps to transfer such Additional Assumed Obligation
to Buyer such that Buyer takes Seller’s place as a party, guarantor or other similar status under such Additional Assumed
Obligation and to cause such Additional Assumed Obligation to be treated as an Assumed Obligation under the terms of this Section
6.11(b); provided, however, that, if within such five (5) Business Day period Buyer determines in its sole discretion
not to use or continue to use such Contractual Obligation, Buyer will provide written notice to Seller agreeing not to use such
Contractual Obligation and such Contractual Obligation will be retained by Seller and will not be treated as an Assumed Obligation
under the terms of this Section 6.11(b). For purposes of this Section 6.11(b), “Buyer’s Officers”
will mean Peter Guile, President & Chief Executive Officer, and James R. Meyer, Chief Operating Officer.


 




    	-34-



    	 



    




 


(c)          From
and after the Closing Date, Seller hereby agrees to provide certain transitional services to Buyer as may be reasonably requested
by Buyer, in each case, through the service period reasonably requested by Buyer for such services, but in no event later than
December 31, 2013, and Buyer hereby agrees to pay to Seller as compensation for such services the Seller’s costs to provide
such services, including reasonably related overhead expenses (based on allocation methodologies that are consistent in all respects
with the allocation methodologies used by Seller for the related services provided to the Companies prior to the Closing plus any
time reasonably required of Seller’s employees that are not currently allocated to the Companies) plus any reasonable
and documented out-of-pocket expenses. Seller shall provide Buyer with monthly invoices which set forth in reasonable detail, with
such supporting documentation as Buyer may reasonably request with respect to out-of-pocket expenses, amounts payable under this
Section 6.11(c), and Buyer shall make payments this Section 6.11(c) within five (5) Business Days after the date
of receipt of any such invoice by from Seller. In furtherance of the foregoing, Seller and Buyer agree to negotiate in good faith
and execute the transition services agreement, including the schedules thereto, in substantially the form attached hereto as Exhibit
D (the “Transition Services Agreement”), providing that Seller (or its Affiliates) shall provide to Buyer
and the Companies certain services from Closing through the periods specified for such services in the Transition Services Agreement
pursuant to the terms and conditions thereof, provided, that in no event will the Transition Services Agreement survive
beyond December 31, 2013. Seller and Buyer hereby agree that upon the execution by Seller and Buyer of the Transition Services
Agreement, the terms and conditions of the Transition Services Agreement shall supersede the obligations contained in the first
two sentences of this Section 6.11(c) in all respects.


 


(d)          During
the three (3) months following the Closing Date, Seller will pay over to Buyer (or, at the election of Buyer, the Companies) the
proceeds from any receipt of cash in Seller’s accounts or subaccounts in respect of the Companies’ accounts receivables
promptly upon receipt, but in any event within five (5) Business Days, without deduction of any amounts therefrom.


 


Section 6.12         Pending
Litigation. Seller shall keep, be solely responsible for and indemnify Buyer from and against all Actions identified in Schedule 3.20(a),
including payment of all expenses, settlements, and judgments associated with such Actions listed in Schedule 3.20(a).
To the extent that any Action listed on Schedule 3.20(a) results in a recovery or settlement that benefits any of the
Companies and/or Seller, then Seller shall be entitled to retain such recovery or settlement.


 




    	-35-



    	 



    




 


Section 6.13         COBRA,
Disability and Health Claims. Subject to any services being provided from time to time pursuant to Section 6.11(c) or
under the Transition Services Agreement and except as otherwise provided by this Section 6.13, Buyer and Seller agree that,
following the Closing, the Companies shall be responsible for all health claims of any type for all employees of the Companies.
Seller shall be solely responsible for satisfying (i) the continuation coverage requirements of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”) or any other applicable Legal Requirements for all employees
of the Companies as of the Closing Date and any former employee of the Companies (and their covered dependents), in each case,
who is entitled (or, but for the transactions contemplated hereunder, would be entitled to) to continuation coverage pursuant to
the requirements of COBRA or any other applicable Legal Requirements from the Companies or its Affiliates and (ii) the continuation
of any disability benefits for all employees of the Companies as of the Closing Date and any former employee of the Companies (and
their covered dependents), in each case, who is entitled to (or, but for the transactions contemplated hereunder, would be entitled
to) continuation of any disability benefits from the Companies or its Affiliates.


 


Section 6.14         Section
338(h)(10) Election. Prior to Closing, Buyer and Seller will mutually determine, in good faith, whether or not to make an election
under Section 338(h)(10) of the Code with respect to the acquisition of the Equity Interests of all or any the Companies. Upon
mutual agreement of Seller and Buyer, if any, Seller will join Buyer in making an election under Section 338(h)(10) of the Code
and any similar election under any applicable state, local or non-U.S. Tax law (collectively, the “Section 338(h)(10)
Election”) with respect to the acquisition of the Equity Interests of the applicable Companies, and Seller and Buyer
will use commercially reasonable efforts to take or cause to be taken all actions necessary in order to make such Section 338(h)(10)
Election. If Buyer and Seller do not mutually agree as to the Equity Interests of any of the Companies, no such Section 338(h)(10)
Election will be made.


 


Section 6.15         Seller
Schedule Update. Within the forty-five (45) days following the date of this Agreement, Seller will be permitted to, by notice
in writing to Buyer, update the Schedules with respect to any representation and warranty by Seller hereunder (the “Seller
Schedule Update”) upon Seller being made aware by any of the employees of Seller or the Companies who are notified of
the Contemplated Transactions following the date hereof of any matter, condition or event existing prior to the date of this Agreement
that if known as of the date hereof would have been required to be set forth or described in the Schedules hereto. The disclosure
set forth in the Seller Schedule Update shall be deemed to modify the applicable representations and warranties in this Agreement
for the purposes of determining whether the condition set forth in Section 7.01 have been satisfied; provided,
however, that (a) in the event that any matters, conditions or events set forth in the Seller Schedule Update would reasonably
be expected to result, in the aggregate, in Losses above $1,000,000, within five (5) Business Days of receiving the Seller Schedule
Update, Buyer shall have the right to terminate this Agreement and (b) the Seller Schedule Update shall not, in any event, be deemed
to modify any representation or warranty in this Agreement for the purposes of Article X.


 




    	-36-



    	 



    

 





ARTICLE
VII

CONDITIONS TO THE OBLIGATIONS

OF BUYER AT THE CLOSING.


 


The obligations of Buyer to consummate the
Contemplated Transactions is subject to the fulfillment, or, to the extent permitted by law, waiver by Buyer, of each of the following
conditions:


 


Section 7.01         Representations
and Warranties. The representations and warranties of Seller in (a) this Agreement (other than those contained in Sections 3.01
(second sentence only), 3.05, 3.06(a), 3.08, 4.01, 4.02 and 4.05), without giving effect
to any qualifications as to “materiality” or “Material Adverse Effect” set forth therein, shall be true
and correct at and as of the Closing with the same effect as though made at and as of such time (except for representations and
warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of
such date), except for such failures to be so true and correct as shall not have had, and would not reasonably be expected to have,
a Material Adverse Effect and (b) Sections 3.01 (second sentence only), 3.05, 3.06(a), 3.08, 4.01,
4.02 and 4.05 of this Agreement shall be true and correct in all respects at and as of the Closing with the same
effect as though made at and as of such time (except for representations and warranties that are made expressly as of a specific
date, which representations and warranties shall be true and correct as of such date).


 


Section 7.02         Performance.
Seller will have performed and complied with in all material respects, with all agreements, obligations and covenants contained
in this Agreement that are required to be performed or complied with by them at or prior to the Closing.


 


Section 7.03         Delivery
of Securities; Instruments of Transfer. Seller will have (or caused the Companies to have) delivered to Buyer a certificate
or certificates, duly endorsed (or accompanied by one or more duly executed transfer powers) evidencing all of the Equity Interests
of the Companies to be transferred to Buyer hereunder.


 


Section 7.04         Delivery
of Closing Certificates. Seller shall have (or caused the Companies to have) delivered to Buyer the following:


 


(a)          Secretary
Certificate: A certificate in the form of Exhibit A, dated as of the Closing Date certifying as to (i) the names and
incumbency of each of the officers of Seller executing this Agreement or any Ancillary Agreement, (ii) the Organizational Documents
of each of the Companies and (iii) all resolutions adopted by the Board of Directors of Seller in connection with this Agreement
and the Contemplated Transactions;


 


(b)          Bring-Down
Certificate: A certificate in the form of Exhibit B, dated as of the Closing Date certifying as to the conditions
set forth in Sections 7.01, 7.02, 7.05, 7.06 and 7.12; and


 


(c)          Good
Standing Certificates. Certificates of good standing with respect to each of the Companies issued by the relevant Governmental
Authorities of the Companies’ respective jurisdictions of organization, each as of a recent date.





 




    	-37-



    	 



    

  


Section 7.05         Qualifications.
Any applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. No
provision of any applicable Legal Requirement and no Government Order will prohibit the consummation of any of the Contemplated
Transactions.


 


Section 7.06         Absence
of Litigation. No Action will be pending or threatened which seeks a Governmental Order, nor will there be any Governmental
Order in effect, (a) which would prevent consummation of any of the Contemplated Transactions, (b) which would result in any
of the Contemplated Transactions being rescinded following consummation, (c) which would limit or otherwise adversely affect the
right of Buyer (or any Affiliate thereof) to own the Equity Interests of the Companies (including the right to vote such Equity
Interests), to control the Companies, or to operate all or any portion of the Business or Assets or any portion of the business
or assets of Buyer or any of its Affiliates or (d) would compel Buyer or any of its Affiliates to dispose of all or any portion
of either the Business or Assets or the business or assets of Buyer or any of its Affiliates.


 


Section 7.07         Consents,
etc. All actions by (including any authorization, consent or approval) or in respect of (including notice to) any other
Person that are required under the Contractual Obligations set forth on Schedule 7.07, will have been obtained or made,
in a manner reasonably satisfactory in form and substance to Buyer, and no such authorization, consent or approval will have been
revoked.


 


Section 7.08         Proceedings
and Documents. All corporate and other proceedings in connection with the Contemplated Transactions and all documents incident
thereto will be reasonably satisfactory in form and substance to Buyer and its counsel, and they will have received all such counterpart
original and other copies of such documents as they may reasonably request.


 


Section 7.09         Ancillary
Agreements. Each of the Ancillary Agreements will have been executed and delivered to Buyer by each of the other parties thereto.


 


Section 7.10         Cancellation
of Certain Agreements. Each of the Contractual Obligations listed on Schedule 7.10 will have been terminated effective
upon Closing pursuant to documents in form and substance satisfactory to Buyer.


 


Section 7.11         Resignations.
Buyer will have received the resignations, effective as of the Closing, of each officer and director of the Companies, other than
any continuing officers and directors whom Buyer will have specified to Seller in writing at least two (2) Business Days prior
to the Closing.


 


Section 7.12         No
Material Adverse Change. Since the date of this Agreement, there will not have occurred or arisen any events, changes, facts,
conditions or circumstances, nor will there exist any events, changes, facts, conditions or circumstances, which individually or
in the aggregate have resulted in or would reasonably be expected to result in a Material Adverse Effect.


  


Section 7.13         Payoff
Letters and Lien Releases, etc. Seller will (or caused the Companies to) have obtained and delivered to Buyer customary
payoff letters and lien release documentation reasonably satisfactory to Buyer and their counsel and lenders relating to the repayment
of all Debt to be repaid at the Closing and the termination of all Liens on any Assets securing any such Debt.


  




    	-38-



    	 



    




 


Section 7.14         Deferred
Compensation. Seller will (or caused the Companies to) have amended the Thor Industries, Inc. Amended and Restated Deferred
Compensation Plan pursuant to documents in form and substance satisfactory to Buyer.


 


Section 7.15         KS
Real Property. Seller will (or caused ElDorado KS to) have caused the City of Salina to have transferred and conveyed
all of its right, title and interest in, to and under all of the Owned Real Property located at 1655 Wall Street, Salina, Kansas
(the “KS Real Property”), to ElDorado KS, via customary deed, sufficient to vest in ElDorado KS clear, record,
marketable, fee simple ownership of the KS Real Property, subject only to Permitted Liens, and shall have delivered to Buyer evidence
thereof reasonably satisfactory to Buyer.


 


ARTICLE
VIII

CONDITIONS TO SELLER’S OBLIGATIONS AT THE CLOSING.


 


The obligations of Seller to consummate
the Contemplated Transactions is subject to the fulfillment, or, to the extent permitted by law, waiver by Seller of each of the
following conditions:


 


Section 8.01         Representations
and Warranties. The representations and warranties of Buyer contained in this Agreement (a) that are not qualified by materiality
will be true and correct in all material respects both when made and at the Closing with the same force and effect as if made as
of the Closing Date and (b) that are qualified by materiality will be true and correct in all respects both when made and as at
the Closing with the same force and effect as if made as of the Closing Date, in each case, other than representations and warranties
that expressly speak only as of a specific date or time, which will be true and correct (or true and correct in all material respects,
as applicable) as of such specified date or time.


 


Section 8.02         Performance.
Buyer will have performed and complied with, in all material respects, all agreements, obligations and covenants contained in this
Agreement that are required to be performed or complied with by Buyer at or prior to the Closing.


 


Section 8.03         Compliance
Certificate. Buyer will have delivered to Seller a certificate addressed to Seller in the form of Exhibit C dated
as of the Closing Date and signed by a duly authorized representative of Buyer certifying as to the conditions set forth in Sections
8.01 and 8.02.


 


Section 8.04         Qualifications.
Any applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. No
provision of any applicable Legal Requirement and no Government Order will prohibit the consummation of any of the Contemplated
Transactions.


 


Section 8.05         Absence
of Litigation. No Action will be pending or threatened which seeks a Governmental Order, nor will there be any Governmental
Order in effect, (a) which would prevent consummation of any of the Contemplated Transactions or (b) which would result
in any of the Contemplated Transactions being rescinded following consummation.


  




    	-39-



    	 



    




 


Section 8.06         Ancillary
Agreements. Each of the Ancillary Agreements to which Seller or the Companies are party will have been executed and delivered
to Seller and such Companies by each of the other parties thereto.


 


ARTICLE
IX

TERMINATION


 


Section 9.01         Termination
of Agreement. This Agreement may be terminated and the Contemplated Transactions may be abandoned at any time prior to the
Closing:


 


(a)          by
mutual written consent of Buyer and Seller;


 


(b)          by
either Buyer or Seller if a final nonappealable Governmental Order permanently enjoining or otherwise prohibiting the Contemplated
Transactions has been issued by a Governmental Authority of competent jurisdiction;


 


(c)          by
either Buyer or Seller if the Closing has not occurred on or before 5:00 p.m., New York time, on November 8, 2013, which date may
be extended from time to time by mutual written consent of Buyer and Seller (such date, as so extended from time to time, the “Termination
Date”); provided, that the right to terminate this Agreement under this Section 9.01(c) shall not
be available to Buyer if the failure of Buyer to fulfill or breach by Buyer of any obligation under this Agreement has been the
cause of, or resulted in, the failure of the Closing to occur on or before such date and shall not be available to Seller if the
failure of Seller to fulfill or breach by Seller of any obligation under this Agreement has been the cause of, or resulted in,
the failure of the Closing to occur on or before such date and time;


 


(d)          by
Seller if (i) any of the representations and warranties of Buyer contained in this Agreement fail to be true and correct such that
the condition set forth in Section 8.01 would not be satisfied, or (ii) Buyer shall have breached or failed to comply
with any of its obligations under this Agreement such that the condition set forth in Section 8.02 would not be satisfied
(in either case, other than as a result of a material breach by Seller of any of its obligations under this Agreement) and such
failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue
unremedied for a period of twenty (20) days after Buyer has received written notice from Seller of the occurrence of such failure
or breach (provided that in no event shall such twenty (20) day period extend beyond the Termination Date); or


 


(e)          by
Buyer if (i) any of the representations and warranties of the Companies or Seller contained in this Agreement fail to be true and
correct such that the condition set forth in Section 7.01 would not be satisfied, or (ii) the Companies or Seller shall
have breached or failed to comply with any of its obligations under this Agreement such that the condition set forth in Section 7.02
would not be satisfied (in either case, other than as a result of a material breach by Buyer of any of its obligations under this
Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable,
shall continue unremedied for a period of twenty (20) days after Seller has received written notice from Buyer of the occurrence
of such failure or breach (provided that in no event shall such twenty (20) day period extend beyond the Termination Date).





 




    	-40-



    	 



    

  


Any party desiring to terminate this Agreement
shall give written notice of such termination to the other parties.


 


Section 9.02         Effect
of Termination. In the event of a termination of this Agreement pursuant to Section 9.01, this Agreement (other
than the provisions of this Article IX and Sections 3.23 (No Brokers), 4.06 (No Brokers), 6.06
(Expenses), 6.07 (Confidentiality), 6.08 (Publicity), 12.08 (Governing Law), 12.08 (Jurisdiction; Venue;
Service of Process) and 12.10 (Waiver of Jury Trial), which shall survive such termination) shall then be null and void
and have no further force and effect and all other rights and liabilities of the parties hereunder will terminate without any liability
of any party to any other party, except for liabilities arising in respect of breaches under this Agreement by any party prior
to such termination.


 


ARTICLE
X

INDEMNIFICATION.


 


Section 10.01         Indemnification
by Seller.


 


(a)          Indemnification.
Subject to the limitations set forth in this Article X, from and after the Closing, Seller shall indemnify and hold
harmless Buyer and each of its Affiliates (including, following the Closing, each Company), and the Representatives, Affiliates,
successors and assigns of each of the foregoing Persons (each, a “Buyer Indemnified Person”), from, against
and in respect of any and all Actions, Liabilities, Governmental Orders, Liens, losses, damages, bonds, dues, assessments, fines,
penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or amounts
paid in settlement (in each case, including reasonable attorneys’ and experts’ fees and expenses), whether or not involving
a Third Party Claim (collectively, “Losses”), incurred or suffered by the Buyer Indemnified Persons or any of
them as a result of, arising out of or relating to, directly or indirectly:


 


(i)          any
fraud on the part of Seller (or any Affiliate or Representative thereof) or any breach of, or inaccuracy in, any representation,
warranty or statement made by or on behalf of Seller in this Agreement or in any Schedule or certificate delivered by or on behalf
of Seller pursuant to this Agreement (in each case, assuming that all qualifications contained in this Agreement and each such
Schedule or certificate as to materiality, including each qualifying reference to the defined term “Material Adverse Effect”,
the phrase “substantial compliance”, the words “material” and “materially” and all similar
phrases and words were deleted therefrom);


 


(ii)         any
breach or violation of any covenant or agreement of Seller to the extent required to be performed or complied with by Seller at
or prior to the Closing in or pursuant to this Agreement; or





 




    	-41-



    	 



    

  


(iii)        the
matters listed on Schedule 10.01 hereto.


 


(b)          Monetary
Limitations. Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Sections 10.01(a)(i)
in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein
unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $1,000,000
(at which point Seller will indemnify the Buyer Indemnified Persons for all such Losses without respect to such threshold), and
Seller’s aggregate liability in respect of claims for indemnification pursuant to Sections 10.01(a)(i) will not
exceed $8,000,000; provided, that the foregoing limitations will not apply to (a) claims in respect of breaches of,
or inaccuracies in, the representations and warranties set forth in Sections 3.01, 3.05, 3.08, 3.12(a),
3.12(b), 3.13, 3.14(b), 3.14(c), 3.14(g), 3.15, 3.23, 4.01, 4.02,
4.04, 4.05 and 4.06 (or as such representations and warranties are repeated or confirmed in the certificate
delivered at Closing pursuant to Section 7.04(b)) or (b) claims based upon fraud. Claims for indemnification pursuant
to any other provision of Section 10.01(a) are not subject to the monetary limitations set forth in this Section 10.01(b).


 


(c)          Post-Closing
Duty to Assist with Defense of Claims. For any Actions identified on Schedule 10.01 that are defended by Seller after
the Closing Date, Buyer agrees that it shall cause the Companies and the Companies’ representatives to provide assistance
to the defense of such Actions commensurate with the assistance that would have been provided had Seller remained owner of the
Companies. Buyer and the Companies’ assistance shall include, but not be limited to, attendance at essential functions (including,
but not limited to, depositions, court hearings, settlement conferences, mediations, and essential meetings), assistance with discovery
efforts, assistance with strategy development and implementation, and provision of reasonable access to people, property and documents.
Seller hereby agrees to reimburse Buyer for all reasonable direct out-of-pocket expenses of Buyer, excluding salary, benefits or
any compensation for time, incurred in compliance with this Section 10.01(c).


 


Section 10.02         Indemnification
by Buyer.


 


(a)          Indemnification.
Subject to the limitations set forth in this Article X, from and after the Closing, Buyer shall indemnify and hold
harmless Seller and each of their respective Affiliates (including, prior to the Closing only, each Company), and the Representatives,
Affiliates, successors and assigns of each of the foregoing Persons (each, a “Seller Indemnified Person”), from,
against and in respect of any and all Losses incurred or suffered by the Seller Indemnified Persons or any of them as a result
of, arising out of or relating to, directly or indirectly:


 


(i)          any
fraud on the part of Buyer (or any Affiliate or Representative thereof)or any breach of, or inaccuracy in, any representation,
warranty or statement made by or on behalf of Buyer in this Agreement or in any Schedule or certificate delivered by or on behalf
of Buyer pursuant to this Agreement (in each case, assuming that all qualifications contained in this Agreement and each such Schedule
or certificate as to materiality, including each qualifying reference to the phrase “substantial compliance”, the words
“material” and “materially” and all similar phrases and words were deleted therefrom); or





 




    	-42-



    	 



    

  


(ii)         any
breach or violation of any covenant or agreement of Buyer (including under this Article X) in or pursuant to this Agreement.


 


(b)          Monetary
Limitations. Buyer will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 10.02(a)(i)
in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein
unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds $1,000,000
(at which point Buyer will indemnify the Seller Indemnified Persons for all such Losses without respect to such threshold), and
Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 10.02(a)(i) will not
exceed $8,000,000; provided, that the foregoing limitations will not apply to (a) claims in respect of breaches of, or inaccuracies
in, the representations and warranties set forth in Sections 5.01 (Organization) and 5.06 (No Brokers) (or as
such representations and warranties are repeated or confirmed in the certificate delivered at Closing pursuant to Section 8.03)
or (b) claims based upon fraud. Claims for indemnification pursuant to any other provision of Section 10.02(a)
are not subject to the limitations set forth in this Section 10.02(b).


 


Section 10.03         Time
for Claims; Notice of Claims.


 


(a)          Time
for Claims. No claim may be made or suit instituted seeking indemnification pursuant to Section 10.01(a)(i), 10.01(a)(iii)
or 10.02(a)(i) for any breach of, or inaccuracy in, any representation, warranty or statement unless a written notice is
provided to the Indemnifying Party (i) at any time, in the case of any claim based upon fraud or any breach of, or inaccuracy in,
the representations and warranties set forth in Sections 3.01 (Organization), 3.05 (Capitalization), 3.08
(Debt), 3.23 (No Brokers), 4.01 (Organization), 4.02 (Power and Authorization), 4.05 (Title),
4.06 (No Brokers), 5.01 (Organization) or 5.06 (No Brokers) (or as such representations and warranties are
repeated or confirmed in the certificates delivered at Closing pursuant to Section 7.04(b) or Section 8.03); (ii)
at any time prior to the thirtieth (30) day following the expiration of the applicable statute of limitations (taking into account
any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set
forth in Sections 3.12(a), 3.12(b), 3.13, 3.14(b), 3.14(c) and 3.14(g) (or as
such representations and warranties are repeated or confirmed in the certificates delivered at Closing pursuant to Section 7.04(b)
or Section 8.03); (iii) at any time prior to the third anniversary of the Closing Date in the case of any breach of, or
inaccuracy in, the representations and warranties set forth in Sections 3.15 and 3.22 (or as such representations
and warranties are repeated or confirmed in the certificates delivered at Closing pursuant to Section 7.04(b) or Section
8.03); and (iv) at any time prior to the eighteen month anniversary of the Closing Date in the case of any breach of, or inaccuracy
in, any other representation, warranty or statement in this Agreement or in any Schedule or certificate delivered pursuant to this
Agreement. Claims for indemnification pursuant to any other provision of Sections 10.01(a) and 10.02(a) are
not subject to the limitations set forth in this Section 10.03.


 


(b)          Written
Notice of Indemnification Claims. In the event that any Indemnified Person wishes to make a claim for indemnification under
this Article X, the Indemnified Person shall give written notice of such claim to each Indemnifying Party within the
applicable time limitations contained in Section 10.03(a). Any such notice shall describe the breach or inaccuracy
and other material facts and circumstances upon which such claim is based and the estimated amount of Losses involved, in each
case, in reasonable detail in light of the facts then known to the Indemnified Person; provided, that no defect in the information
contained in such notice from the Indemnified Person to any Indemnifying Party will relieve such Indemnifying Party from any obligation
under this Article X, except to the extent such failure to include information actually and materially prejudices such Indemnifying
Party.





 




    	-43-



    	 



    

 


Section 10.04         Third
Party Claims.


 


(a)          Notice
of Third Party Claims. Promptly after receipt by an Indemnified Person of written notice of the assertion of a claim by any
Person who is not a party to this Agreement (a “Third Party Claim”) that may give rise to an Indemnity Claim
against an Indemnifying Party under this Article X, the Indemnified Person shall give written notice thereof to the
Indemnifying Party; provided, that no delay on the part of the Indemnified Person in notifying the Indemnifying Party will
relieve the Indemnifying Party from any obligation under this Article X, except to the extent such delay actually and
materially prejudices the Indemnifying Party.


 


(b)          Assumption
of Defense, etc. The Indemnifying Party will be entitled to participate in the defense of any Third Party Claim that
is the subject of a notice given by or on behalf of any Indemnified Person pursuant to Section 10.04(a). In addition,
the Indemnifying Party will have the right to defend the Indemnified Person against the Third Party Claim with counsel of its choice
reasonably satisfactory to the Indemnified Person so long as (i) the Indemnifying Party gives written notice that they or it will
defend the Third Party Claim to the Indemnified Person within fifteen (15) days after the Indemnified Person has given notice of
the Third Party Claim under Section 10.04(a) stating that the Indemnifying Party will, and thereby covenants to, subject
to the limitations set forth in Section 10.01(b) and Section 10.02(b), as applicable, indemnify, defend and
hold harmless the Indemnified Person from and against the entirety of any and all Losses the Indemnified Person may suffer resulting
from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the
Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Party will have adequate
financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third
Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person,
(iv) the Indemnified Person has not been advised by counsel that an actual or potential conflict exists between the Indemnified
Person and the Indemnifying Party in connection with the defense of the Third Party Claim, (v) the Third Party Claim does
not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action, (vi) settlement of,
an adverse judgment with respect to, or conduct of the defense of the Third Party Claim by the Indemnifying Party is not, in the
good faith judgment of the Indemnified Person, likely to be adverse to the Indemnified Person’s reputation or continuing
business interests (including its relationships with current or potential customers, suppliers or other parties material to the
conduct of its business) and (vii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
The Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third
Party Claim; provided, that the Indemnifying Party will pay the fees and expenses of separate counsel retained by the Indemnified
Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.


  




    	-44-



    	 



    




 


(c)          Limitations
on Indemnifying Party Control. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise
or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment,
compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii)
results in the full and general release of all Indemnified Person from all liabilities arising or relating to, or in connection
with, the Third Party Claim and (iii) involves no finding or admission of any violation of Legal Requirements or the rights of
any Person and no effect on any other claims that may be made against the Indemnified Person.


 


(d)          Indemnified
Person’s Control. If the Indemnifying Party does not deliver the notice contemplated by clause (i) of Section 10.04(b),
or the evidence contemplated by clause (ii) of Section 10.04(b), within fifteen (15) days after the Indemnified
Person has given notice of the Third Party Claim pursuant to Section 10.04(a), or otherwise at any time fails to conduct
the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry
of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate
(and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith).
If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim
actively and diligently but any of the other conditions in Section 10.04(b) is or becomes unsatisfied, the Indemnified
Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the
Third Party Claim; provided, that the Indemnifying Party will not be bound by the entry of any such judgment consented
to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld,
conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this
Section 10.04(b), the Indemnifying Party will (i) advance the Indemnified Person promptly and periodically for the
costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible
for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the
nature of or caused by the Third Party Claim to the fullest extent provided in this Article X.


 


(e)          Consent
to Jurisdiction Regarding Third Party Claim. Buyer and Seller each hereby consents to the non-exclusive jurisdiction of any
court in which any Third Party Claim may be brought against any Indemnified Person for purposes of any claim which such Indemnified
Person may have against any such Indemnifying Party pursuant to this Agreement in connection with such Third Party Claim, and
in furtherance thereof, the provisions of Section 12.09 are incorporated herein by reference, mutatis mutandis.


 


Section 10.05  No
Circular Recovery. Seller hereby agrees that it will not make any claim for indemnification against Buyer or any Company by
reason of the fact that such Seller was a controlling person, director, employee or Representative of a Company or was serving
as such for another Person at the request of a Company (whether such claim is for Losses of any kind or otherwise and whether
such claim is pursuant to any Legal Requirement, Organizational Document, Contractual Obligation or otherwise) with respect to
any claim brought by a Buyer Indemnified Person against Seller under this Agreement or otherwise relating to this Agreement, any
Ancillary Agreement or any of the Contemplated Transactions. With respect to any claim brought by a Buyer Indemnified Person against
Seller under this Agreement or otherwise relating to this Agreement, any Ancillary Agreement or any of the Contemplated Transactions,
each Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against any Company
with respect to any amounts owed by such Seller pursuant to this Article X or otherwise.


 




    	-45-



    	 



    

 


Section 10.06  Remedies
Cumulative. The rights of each Buyer Indemnified Person and Seller Indemnified Person under this Article X are
cumulative, and each Buyer Indemnified Person and Seller Indemnified Person will have the right in any particular circumstance,
in its sole discretion, to enforce any provision of this Article X without regard to the availability of a remedy
under any other provision of this Article X.


 


Section 10.07  Exclusive
Remedy. Subject to Article XI (Tax Matters), the parties hereto hereby agree that, from and after the Closing, the
indemnification rights provided in this Article X will constitute the sole and exclusive monetary remedy for any and
all claims with respect to any Losses arising under, out of or relating to this Agreement, or the Contemplated Transactions, and
that, except with respect to claims for actual fraud and claims for equitable relief, no party hereto shall have any liability,
and no party hereto shall have any other remedy, entitlement or recourse, whether based on contract, tort, strict liability, other
laws or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released
by the parties hereto to the fullest extent permitted by law.


 


ARTICLE
XI

TAX MATTERS


 


Section 11.01  Tax
Indemnification. From and after the Closing Date, Seller shall indemnify and hold harmless each Buyer Indemnified Person from,
against and in respect of any and all Losses that constitute or that result from, arise out of or relate to, directly or indirectly
(a) Taxes (or the non-payment thereof) of the Companies for all Taxable periods ending on or before the Closing Date and the portion
through the end of the Closing Date for any Taxable period that includes (but does not end on) the Closing Date (“Pre-Closing
Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Company
is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous
or similar Legal Requirement and (c) any and all Taxes of any Person imposed on a Company as a transferee or successor, pursuant
to a Contractual Obligation, or otherwise.


 


Section 11.02  Straddle
Period. In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”),
the amount of any Taxes of the Companies based upon or measured by net income or gain for the Pre-Closing Tax Period will be determined
based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Taxable period
of any partnership or other pass-through entity in which any Company holds a beneficial interest will be deemed to terminate at
such time). The amount of Taxes other than Taxes of the Companies based upon or measured by net income or gain for a Straddle
Period which relate to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire Taxable period multiplied
by a fraction, the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator
of which is the number of days in such Straddle Period.


 




    	-46-



    	 



    

 


Section 11.03  Tax
Sharing Agreements. All Tax sharing agreements or similar Contractual Obligations and all powers of attorney with respect
to or involving any Company will be terminated prior to the Closing and, after the Closing, the Companies will not be bound thereby
or have any Liability thereunder.


 


Section 11.04  Certain
Taxes and Fees. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and any conveyance fees or
recording charges incurred in connection with the Contemplated Transactions, will be treated as Seller Transaction Expenses Seller
will, at its expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges
and, if required by applicable Legal Requirements, Buyer will (and will cause its Affiliates to) join in the execution of any
such Tax Returns and other documentation.


 


Section 11.05  Cooperation
on Tax Matters. Buyer and Seller will cooperate fully, as and to the extent reasonably requested by Buyer or Seller, in connection
with any Tax matters relating to the Companies (including by the provision of reasonably relevant records or information). The
party requesting such cooperation will pay the reasonable out-of-pocket expenses of the other parties. For any audit, examination
or proceeding that relates exclusively to any Tax Return (or otherwise relating to Taxes) for any Pre-Closing Tax Period of any
Company and that would not, in Buyer’s reasonable discretion, be expected to create any Tax liability for the Buyer, Seller
shall retain full authority and control for resolution of such audit, examination or proceeding; provided, however,
that (i) the Buyer shall have the right to participate in such audit, examination or proceeding, and (ii) Seller shall not settle
or compromise any such audit, examination or proceeding without the consent of the Buyer, which shall not be unreasonably withheld
or delayed. Seller shall keep Buyer informed of all such proceedings, including by promptly providing Buyer with copies of any
notices, filings, deliveries or other correspondence in respect of such proceedings, and by allowing Buyer to review and comment
on any proposed correspondence or communications to the IRS (or applicable governmental authority), and any complaint, protest,
brief, motion, petition, or any other administrative or judicial filing, prior to its submission.  Seller shall be entitled
to all tax refunds associated with Pre-Closing Tax Periods. Buyer shall, to the extent reasonably necessary, provide cooperation
in resolving such pre-Closing tax matters.


 


ARTICLE
XII

MISCELLANEOUS


 


Section 12.01   Notices.
Any notice, request, demand, claim or other communication required or permitted to be delivered, given or otherwise provided under
this Agreement must be in writing and must be delivered personally, delivered by nationally recognized overnight courier service,
sent by certified or registered mail, postage prepaid, or (if a facsimile number is provided below) sent by facsimile (subject
to electronic confirmation of good facsimile transmission). Any such notice, request, demand, claim or other communication shall
be deemed to have been delivered and given (a) when delivered, if delivered personally, (b) the Business Day after it is deposited
with such nationally recognized overnight courier service, if sent for overnight delivery by a nationally recognized overnight
courier service, (c) the day of sending, if sent by facsimile prior to 5:00 p.m. (Eastern time) on any Business Day or the next
succeeding Business Day if sent by facsimile after 5:00 p.m. (Eastern time) on any Business Day or on any day other than a Business
Day or (d) five Business Days after the date of mailing, if mailed by certified or registered mail, postage prepaid, in each case,
to the following address or, if applicable, facsimile number, or to such other address or addresses or facsimile number or numbers
as such party may subsequently designate to the other parties by notice given hereunder:


 




    	-47-



    	 



    

 


If to
the Companies (prior to the Closing), to:


 


Thor
Industries, Inc.


601
East Beardsley Avenue


Elkhart,
IN 46514

Telephone: (574) 970-7460

Facsimile: (574) 970-7013

Attention: Todd Woelfer


 


If to
Buyer (or to the Companies after the Closing), to:


 


c/o American
Industrial Partners


330 Madison,
28th Floor


New York,
NY 10017

Telephone: (212) 627-2360

Facsimile: (212) 627-2372

Attention: Dino Cusumano


 


with
a copy (which shall not constitute notice) to:


 


Ropes
& Gray LLP

1211 Avenue of the Americas


New York,
NY 10036

Telephone: (212) 596-9862

Facsimile: (617) 235-0028

Attention: Daniel S. Evans


 


If to
Seller, to:


 


Thor
Industries, Inc.


601
East Beardsley Avenue


Elkhart,
IN 46514

Telephone: (574) 970-7460

Facsimile: (574) 970-7013

Attention: Todd Woelfer


 


Each of the parties
to this Agreement may specify a different address or addresses or facsimile number or facsimile numbers by giving notice in accordance
with this Section 12.01 to each of the other parties hereto.


 




    	-48-



    	 



    

 


Section 12.02  Succession
and Assignment; No Third-Party Beneficiaries. Subject to the immediately following sentence, this Agreement will be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such
successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or
otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval
of the other parties; provided, that (a) Buyer may assign this Agreement and any or all of its rights and interests hereunder
to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder, in each case,
so long as Buyer is not relieved of any liability or obligations hereunder, (b) Buyer may assign this Agreement and any or all
of its rights and interest hereunder to any purchaser of all or substantially all its assets or designate such purchaser to perform
its obligations hereunder and (c) any of the Buyer Indemnified Persons may collaterally assign any or all of its rights and obligations
hereunder to any provider of debt financing to it or any of its Affiliates. Except as expressly provided herein, this Agreement
is for the sole benefit of the parties hereto and their successors and permitted assignees and nothing herein expressed or implied
will give or be construed to give any Person, other than the parties hereto and such successors and permitted assignees, any other
right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, it is hereby
acknowledged and agreed by the parties hereto that an Indemnified Person that is not party hereto is intended to be an express
third party beneficiary of this Agreement.


 


Section 12.03  Amendments
and Waivers. No amendment or waiver of any provision of this Agreement will be valid and binding unless it is in writing and
signed, in the case of an amendment, by Buyer and Seller, or in the case of a waiver, by the party against whom the waiver is
to be effective. No waiver by any party of any breach or violation of, default under or inaccuracy in any representation, warranty
or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent breach or violation of,
default under, or inaccuracy in, any such representation, warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power
or remedy under this Agreement will operate as a waiver thereof.


 


Section 12.04  Entire
Agreement. This Agreement, together with the other Ancillary Agreements and any documents, instruments and certificates explicitly
referred to herein, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes
any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral,
with respect thereto. There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly
provided for herein and therein.


 


Section 12.05  Counterparts;
Facsimile Signature. This Agreement may be executed in any number of counterparts, each of which will be deemed an original,
but all of which together will constitute but one and the same instrument. This Agreement will become effective when duly executed
and delivered by each party hereto. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic
delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original
for all purposes.


 




    	-49-



    	 



    

 


Section 12.06  Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction. In the event that any provision hereof would, under applicable
Legal Requirements, be invalid or unenforceable in any respect, each party hereto intends that such provision will be construed
by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable
Legal Requirements.


 


Section 12.07  Governing
Law. This Agreement, the rights of the parties hereunder and all Actions arising in whole or in part under or in connection
herewith, will be governed by and construed and enforced in accordance with the domestic substantive laws of the State of Indiana,
without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other
jurisdiction.


 


Section 12.08  Jurisdiction;
Venue; Service of Process.


 


(a)          Jurisdiction.
Subject to the provisions of Sections 2.05 and 10.04(e), each of the parties to this Agreement, by its execution
hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court located in the Northern
District of Indiana, or if such Action may not be brought in federal court, the state courts of the State of Indiana for the purpose
of any Action among any of the parties relating to or arising in whole or in part under or in connection with this Agreement,
any Ancillary Agreement or the Contemplated Transactions, (ii) hereby waives to the extent not prohibited by applicable Legal
Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is
not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or
execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens,
should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency
of some other Action in any other court other than one of the above-named courts or that this Agreement, any Ancillary Agreement
or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such
Action other than before one of the above-named courts. Notwithstanding the previous sentence a party may commence any Action
in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named
courts.








 


(b)          Venue.
Each of the parties to this Agreement agrees that for any Action among any of the parties relating to or arising in whole or in
part under or in connection with this Agreement, any Ancillary Agreement or the Contemplated Transactions, such party shall bring
such Action only in Elkhart County, Indiana. Notwithstanding the previous sentence a party may commence any Action in a court
other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.
Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the
selected jurisdiction.


 






    	-50-



    	 



    

 


(c)          Service
of Process. Each of the parties to this Agreement hereby (i) consents to service of process in any Action among any of the
parties hereto relating to or arising in whole or in part under or in connection with this Agreement, any Ancillary Agreement
or the Contemplated Transactions in any manner permitted by Indiana law, (ii) agrees that service of process made in accordance
with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.01,
will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion,
as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii)
does not constitute good and valid service of process.


 


Section 12.09  Specific
Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event
any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached or
violated. Accordingly, each of the parties agrees that, without posting a bond or other undertaking, the other parties will be
entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any Action instituted in any court of the United States or
any state thereof having jurisdiction over the parties and the matter in addition to any other remedy to which it may be entitled,
at law or in equity. Each party further agrees that in the event of any action for specific performance in respect of such breach
or violation, it will not assert that the defense that a remedy at law would be adequate.


 


Section 12.10  Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT
THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN
WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS,
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF
THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT
AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM
RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS AND THAT SUCH ACTIONS WILL INSTEAD
BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	-51-



    	 



    

 


IN WITNESS WHEREOF,
each of the undersigned has executed this Stock Purchase Agreement as of the date first above written. 


 


	buyer:	Allied Specialty Vehicles,
    Inc.
	 	 	 
	 	By:	/s/ Hans Heinsen
	 	 	Name: Hans Heinsen
	 	 	Title: Chief Financial Officer


 


	Seller:	THOR INDUSTRIES, INC.
	 	 	 
	 	By:	/s/ Peter B. Orthwein
	 	 	Name: Peter B. Orthwein
	 	 	Title: Chairman


 


[Stock Purchase Agreement] 




    	 



    	 



    

 


INDEX
TO DEFINED TERMS


THIS
INDEX IS INCLUDED FOR CONVENIENCE ONLY AND 


DOES
NOT CONSTITUTE A PART OF THE AGREEMENT


 


	Term	Section
	Accounting Firm	2.05(e)
	Additional Assumed Obligation	6.11(b)
	Agreement	Preamble
	Assets	3.09(a)
	Assumed Obligations 	6.11(b)
	Audited Balance Sheet	3.06(a)
	Audited Balance Sheet Date	3.06(a)
	Audited Financials	3.06(a)
	Base Purchase Price	2.02
	Buyer	Preamble
	Buyer Indemnified Person	10.01(a)
	Buyer’s Officers	6.11(b)
	Closing	2.03
	COBRA	6.13
	Companies	Preamble
	Company Plan	3.14(a)
	Current Liability Policies	3.21
	Dispute Notice	2.05(d)
	Dispute Submission Notice	2.05(e)
	Equity Commitment Letter	5.05
	Estimated Closing Balance Sheet	2.05(a)
	Estimated Closing Statement	2.05(a)
	Estimated Purchase Price 	2.05(b)
	Final Closing Balance Sheet	2.05(e)
	Final Closing Statement	2.05(e)
	Financials 	3.06(a)
	Inbound IP Contracts	3.11(b)
	Interim Financials	3.06(a)
	IP Contracts	3.11(b)
	KS Real Property	7.15
	Leased Real Property	3.10(a)
	Liability Policies	3.21
	Losses	10.01(a)
	Material Company Contract	3.16(b)
	Most Recent Balance Sheet	3.06(a)
	Most Recent Balance Sheet Date	3.06(a)
	Outbound IP Contracts	3.11(b)
	Owned Real Property	3.10(a)
	Pre-Closing Tax Period	11.01
	Products	3.22(a)
	Proposed Final Closing Balance Sheet	2.05(c)
	Proposed Final Closing Statement	2.05(c)
	Purchase Price	2.02
	Real Property	3.10(a)
	Real Property Leases	3.10(a)
	Scheduled Intellectual Property Rights	3.11(c)
	Section 338(h)(10) Election	6.14
	Seller	Preamble
	Sponsor	5.05
	Straddle Period	11.02
	Termination Date	9.01(c)
	Third Party Claim	10.04(a)
	Transition Services Agreement	6.11(c)
	Update Financials	6.03(b)