Exhibit 99.3

EXECUTION VERSION

DOCSBHM\2330015\8A

Stock Purchase Agreement

by and among

Tiffin Group LLC

(“Buyer”),

Thor Industries, Inc.

(“Parent”),

The Respective Shareholders and Members of: Tiffin Motor Homes, Inc., Water-Way, Inc., Wynne Enterprises, Inc., Tiffin Door Co., Inc., Roma Enterprises, Inc., Drive-A-Way of Red Bay, Inc., Vanleigh RV, Inc., and TVL Real Estate, LLC

(collectively, “Sellers”),

solely for certain limited purposes expressly set forth in this Agreement,

Tiffin Motor Homes, Inc., Water-Way, Inc., Wynne Enterprises, Inc., Tiffin Door Co., Inc., Roma Enterprises, Inc., Drive-A-Way of Red Bay, Inc., Vanleigh RV, Inc. and TVL Real Estate, LLC

(collectively, the “Tiffin Group”),

and

Robert A. Tiffin, Jr.,

in the capacity as the Seller Representative

December 18, 2020

Table of Contents

Stock Purchase AgreementPage i

Stock Purchase AgreementPage ii

Schedules and Exhibits

Disclosure Schedules

Exhibit 1.2(b)Form of Escrow Agreement

Exhibit 1.4Purchase Price Allocation Methodology

Exhibit 1.6(b)(i)Form of Stock Power

Exhibit 5.3Form of Public Announcement

Exhibit 9.1Illustrative Calculation of Tangible Net Assets

Annex 1 to Exhibit 9.1Accounting Principles

Stock Purchase AgreementPage iii

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 18, 2020 and among Tiffin Group, LLC, an Indiana limited liability company (“Buyer”), Thor Industries, Inc., a Delaware corporation (“Parent”), the respective shareholders and members, as applicable, of: (a) Tiffin Motor Homes, Inc., an Alabama corporation (“Tiffin Motor Homes”); (b) Water-Way, Inc., a Mississippi corporation (“Water-Way”); (c) Wynne Enterprises, Inc., an Alabama corporation (“Wynne Enterprises”); (d) Tiffin Door Co., Inc., an Alabama corporation (“Tiffin Door”); (e) Roma Enterprises, Inc., an Alabama corporation (“Roma Enterprises”); (f) Drive-A-Way of Red Bay, Inc., an Alabama corporation (“Drive-A-Way”); (g) Vanleigh RV, Inc., a Mississippi corporation (“Vanleigh”); (h) TVL Real Estate, LLC, an Alabama limited liability company (“TVLRE”) (collectively, Tiffin Motor Homes, Waterway, Wynne Enterprises, Tiffin Door, Roma Enterprises, Drive-A-Way, Vanleigh and TVLRE are referred to in this Agreement as the “Tiffin Group”) identified as “Sellers” on the signature page of this Agreement (collectively, “Sellers” and each, a “Seller”), solely for the limited purposes expressly set forth in this Agreement, the Tiffin Group, and Robert A. Tiffin, Jr., solely in the capacity as the Seller Representative (as defined in Section 5.10(a)). Buyer, Parent and Sellers (or any Seller) are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.” Each capitalized term used in this Agreement and not otherwise defined has the meaning set forth in Article 9.

The Tiffin Group, and the Subsidiaries, is primarily engaged in the business of manufacturing and selling towable recreational vehicles and motorized Class A and Class C recreational vehicles (the “Business”).

Buyer desires to purchase from Sellers, and Sellers desire to sell to Buyer, all of the issued and outstanding shares of capital stock and membership interests, as applicable, of each entity comprising the Tiffin Group (collectively, the “Shares”) on the terms and subject to the conditions of this Agreement. All of the Shares are owned, beneficially and of record, by Sellers.

ACCORDINGLY, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the Parties agree as follows:

Article 1
PRINCIPAL TRANSACTION

Section 1.1Sale and Purchase of Shares. On the terms and subject to the conditions of this Agreement, Sellers agree to sell and transfer to Buyer, and Buyer agrees to purchase from Sellers, all of Sellers’ right, title and interest in and to the Shares at Closing, free and clear of any Encumbrances.

Section 1.2Estimated Closing Cash Payment; Payments; Purchase Price.

(a)Subject to adjustment under Section 1.3, in consideration of the sale and transfer of the Shares to Buyer, at Closing Buyer will pay to Sellers an aggregate amount equal to: (i) Three Hundred Million Dollars ($300,000,000) (“Base Amount”); plus (ii) Estimated Closing Date Cash, which shall be no less than $500,000; minus (iii) Estimated Closing Date Debt; minus (iv) the Estimated Closing Date Seller Transaction Expenses; minus (v) the Seller Reserve Funds; minus (vi) the Escrow Funds; minus (vii) the Negative Redemption Account Amount (the net amount of clauses (i)–(vii), the “Estimated Closing Cash Payment”). The Base Amount shall be allocated to the respective Shares and Sellers in accordance with Schedule 1.2(a). At least three (3) Business Days prior to the Closing Date, the Seller Representative, on behalf of the Sellers, shall deliver a statement to Buyer setting forth each Seller’s allocable share of the Estimated Closing Cash Payment and each component thereof based on each Seller’s respective ownership of the Shares of the entities comprising the Tiffin Group immediately prior to the Closing.

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(b)At Closing, Buyer will:

(i)pay the Estimated Closing Cash Payment to Sellers by wire transfer of immediately available funds to the accounts designated by or on behalf of Sellers at least three (3) Business Days in advance of the Closing Date;

(ii)discharge or cause to be discharged, on behalf of the Tiffin Group and Subsidiaries, as applicable, the aggregate Estimated Closing Date Debt pursuant to pay‑off letters and payment instructions which have previously been delivered by or on behalf of Sellers in accordance with Section 5.5;

(iii)pay or cause to be paid, on behalf of the Tiffin Group, Subsidiaries and Sellers, as applicable, the aggregate Estimated Closing Date Seller Transaction Expenses to the Persons and pursuant payment instructions delivered to Buyer prior to the Closing Date;

(iv)deposit the Seller Reserve Funds, on behalf of Sellers, to an account designated by the Seller Representative at least two (2) Business Days prior to the Closing Date; and

(v)deposit the Escrow Funds with the Escrow Agent by wire transfer of immediately available funds to the account designated by the Escrow Agent, with such Escrow Funds to be held and disbursed by the Escrow Agent pursuant to the escrow agreement in the form set forth on Exhibit 1.2(b) (the “Escrow Agreement”).

(c)The sum of the Estimated Closing Cash Payment, the Escrow Funds, the Estimated Closing Date Debt, the Estimated Closing Date Seller Transaction Expenses and the Seller Reserve Funds will constitute the “Estimated Purchase Price” and, as adjusted under Section 1.3(e), Section 5.8(f) and Article 8, the “Purchase Price.”

Section 1.3Adjustments to Estimated Purchase Price.

(a)Three (3) Business Days prior to the Closing Date, Sellers caused the Tiffin Group to deliver to Buyer, and Buyer agreed to and accepted, a statement (“Estimated Closing Statement”) setting forth the Tiffin Group’s good faith estimate, consistent with the Accounting Principles, of: (i) Closing Date Cash (“Estimated Closing Date Cash”); (ii) Closing Date Debt (“Estimated Closing Date Debt”); and (iii) Closing Date Seller Transaction Expenses (“Estimated Closing Date Seller Transaction Expenses”).

(b)Buyer will use its reasonable best efforts to cause to be prepared and delivered to the Seller Representative, within 60 days after the Closing Date, a statement (the “Preliminary Closing Statement”) setting forth in reasonable detail and consistent with the Accounting Principles, Buyer’s good faith written calculation of: (i) Closing Date Tangible Net Assets and the Closing Date Tangible Net Assets Adjustment; (ii) Closing Date Cash; (iii) Closing Date Debt; (iv) Closing Date Seller Transaction Expenses; and (v) the resulting Closing Cash Payment derived from that calculation; provided, however, that if, despite Buyer’s reasonable best efforts, it cannot deliver the Preliminary Closing Statement within 60 days, Buyer may have an additional 30 days within which to prepare and deliver the Preliminary Closing Statement.

(c)Seller Representative and Sellers will have the opportunity to review the Preliminary Closing Statement for 30 days following their receipt of the Preliminary Closing Statement (the “Review Period”). During the Review Period, at the request of the Seller Representative, the Seller Representative and their respective Representatives will, during normal business hours, be provided with such access to Books and Records of the Tiffin Group and Subsidiaries, and other information (including financial statements and work papers (including those prepared by independent third Persons) subject to customary

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access policies and procedures) of the Tiffin Group, Subsidiaries and Buyer in the possession or control of the Tiffin Group, Buyer or their respective Affiliates or Representatives that relate to, as well as access to personnel of Buyer, its Affiliates (including the Tiffin Group and Subsidiaries) and their respective Representatives that were involved in, the calculation or determination of the items included in the Preliminary Closing Statement (including making available their chief financial officer(s) and accountants to respond to reasonable written or oral inquiries of the Seller Representative, any Seller or their respective Representatives), in each case, as is reasonably necessary in order for the Seller Representative or Sellers to respond to or evaluate the calculations contained in the Preliminary Closing Statement.

Buyer’s calculation of Closing Date Tangible Net Assets, the Closing Date Tangible Net Assets Adjustment, Closing Date Cash, Closing Date Debt, Closing Date Seller Transaction Expenses, and the Final Closing Cash Payment derived from that calculation will, absent fraud or manifest error, become final, conclusive and binding on the Parties unless, prior to the end of the Review Period, the Seller Representative notifies Buyer in writing of Sellers’ objections to such calculation (an “Objection Notice”), identifying in reasonable detail the disputed items, the estimated amounts of the disputed items if then reasonably determinable and the basic facts underlying Sellers’ objections. If the Seller Representative delivers an Objection Notice to Buyer prior to the end of the Review Period, Buyer and the Seller Representative will negotiate in good faith to resolve Sellers’ objections set forth in the Objection Notice within 30 days following delivery of the Objection Notice. If Buyer and the Seller Representative resolve some or all of such objections within that time period, they will document their resolution in a writing signed by each of them, and such resolution will be final, conclusive and binding on the Parties. If Buyer and the Seller Representative are unable to resolve all of Sellers’ objections within the 30‑day time period following the delivery of the Objection Notice, the Parties will promptly refer any matters still in dispute for resolution as provided in Section 1.3(d).

(d)Any unresolved dispute concerning the Preliminary Closing Statement under Section 1.3(c) will be referred for resolution to KPMG US who will be jointly retained by Buyer and Seller Representative. If the Parties are unable to engage such firm for any reason, then Buyer and the Seller Representative will each designate a nationally recognized independent accounting firm with whom no Party has any current professional relationship, and the accounting firm to resolve the dispute will be chosen by lot (KPMG US, or any other chosen accounting firm, is referred to in this Agreement as the “Accounting Firm”). The fees and expenses of the Accounting Firm shall be allocated fifty percent (50%) to Sellers and fifty percent (50%) to Buyer.

The Accounting Firm will act as a neutral arbitrator and will resolve only the disputed items that have been referred to it pursuant to this Section 1.3(d) and solely in accordance with the procedures (including any relevant defined terms and consistent with the Accounting Principles) set forth in this Agreement. Any resolution of a disputed item by the Accounting Firm must be within the range of the differences between Buyer’s and the Seller Representative’s positions with respect to such disputed item. The Parties will provide the Accounting Firm with all Books and Records in their possession reasonably relevant to the determinations to be made by it as may be requested by the Accounting Firm. No Party or any Affiliate or Representative of a Party will meet or discuss any substantive matters with the Accounting Firm without Buyer and the Seller Representative and their respective Representatives present or having the opportunity following at least three Business Days’ written notice to be present, either in person or by telephone. The Accounting Firm will have the power to require a Party to provide to it such Books and Records and other information it deems reasonably relevant to the resolution of the dispute, and to require a Party to answer questions that it deems reasonably relevant to the resolution of the dispute. All Books and Records and other information (including answers to questions from the Accounting Firm) submitted to the Accounting Firm must be concurrently delivered to each other Party.

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All disputes with respect to the application of accounting principles, including the Accounting Principles or to the mathematical calculation of any disputed components of the Preliminary Closing Statement that have been referred to the Accounting Firm pursuant to this Section 1.3 will be resolved exclusively by the Accounting Firm. The determination of the Accounting Firm with respect to disputes to be resolved by it under this Agreement, absent fraud or manifest error, will be final, conclusive and binding upon the Parties. Closing Date Tangible Net Assets, the Closing Date Tangible Net Assets Adjustment, Closing Date Cash, Closing Date Debt, Closing Date Seller Transaction Expenses, and the resulting Final Closing Cash Payment derived from them, in each case as finally determined in accordance with this Section 1.3 (whether as a result of a failure to timely deliver an Objection Notice, mutual resolution of the Parties pursuant to Section 1.3(c), determination by the Accounting Firm in accordance with this Section 1.3(d), or any combination), will be used for purposes of any adjustments to the Estimated Purchase Price pursuant to Section 1.3(e).

(e)Following Closing, the Estimated Purchase Price will be: (i) increased on a dollar-for-dollar basis by the amount that the Final Closing Cash Payment is greater than the Estimated Closing Cash Payment; and (ii) decreased on a dollar-for-dollar basis by the amount that the Estimated Closing Cash Payment is greater than the Final Closing Cash Payment.

(f)If the Estimated Purchase Price is increased by the adjustment provided for in Section 1.3(e)(i), then within five Business Days following the determination of the Final Closing Cash Payment, Buyer will pay such increase to Sellers by wire transfer of immediately available funds to the accounts designated by Seller Representative. If the Estimated Purchase Price is decreased by the adjustment provided for in Section 1.3(e)(ii), then within five Business Days following the determination of the Final Closing Cash Payment, Seller Representative will cause Sellers to pay such decrease to Buyer by wire transfer of immediately available funds to the account designated by Buyer.

(g)For the avoidance of doubt, and notwithstanding anything else contained in this Agreement to the contrary: (i) for purposes of calculating the Closing Date Tangible Net Assets, the Estimated Purchase Price, the Final Closing Cash Payment or the Purchase Price, no items included in the definitions of Closing Date Tangible Net Assets, including Closing Date Cash, Closing Date Debt, Negative Redemption Account Amount, and Closing Date Seller Transaction Expenses (or any components of them) will be double counted; and (ii) for purposes of calculating the Final Closing Cash Payment, any and all Tax deductions of the Tiffin Group that are permitted under the Code or other applicable Law in respect of, or that are attributable to, any of the following will be treated as occurring prior to the close of business on the Closing Date: (A) any and all Seller Transaction Expenses (including amounts that would be Closing Date Seller Transaction Expenses except for the fact that such expenses were paid prior to Closing); (B) any and all amounts incurred in connection with the retirement of the Indebtedness of the Tiffin Group (including the retirement of Closing Date Debt as contemplated in this Agreement); (C) any and all employee bonuses or debt prepayment fees (including the employer portion of any payroll Taxes due in connection therewith); (D) any and all deductions for unamortized financing costs of the Tiffin Group (without duplication of amounts taken into account in the foregoing clause (ii)(B)); and (E) any and all other amounts paid with respect to the transactions contemplated by this Agreement that are properly deductible in a Pre‑Closing Period.

(h)On the morning of the day immediately following the Closing Date, Buyer shall cause the Tiffin Group and the Subsidiaries to commence a complete physical identification of their inventory and count thereof as of the Closing, in accordance with agreed upon inventory procedures. The inventory testing procedures will include the verification of finished goods and work-in-progress (“WIP”) units and chassis, including inventory and raw materials maintained at the Tiffin Group’s facilities. An acceptable confirmation from the applicable third party will be obtained for all inventory (raw, chassis, WIP, or finished goods) located off‑site as of the Closing. The Sellers’ Representative and the Buyer, and each of

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their respective representatives and accountants, shall be entitled (i) to have unrestricted access to observe, and make inquiries and receive responsive information with regard to, the foregoing inventory count, and (ii) to test and sample such inventory during the course of such inventory count. Buyer and Sellers shall use reasonable best efforts to resolve any disagreement between the Parties with respect to the inventory count, but not the value of such inventory, at the time of the inventory count. This inventory count will be utilized by the Parties in the determination of the Closing Date Tangible Net Assets. Buyer and Seller Representative, on behalf of Sellers, shall use their best efforts to adjust any inventory count that is, or appears to be, incorrect based on a review of the inventory compilation prepared by the Tiffin Group and the Subsidiaries utilizing the counts from the inventory count procedures. If Buyer, prior to final determination of the Closing Date Tangible Net Assets or Final Closing Date Tangible Net Assets, determines that any inventory count appears incorrect as the result of a data entry, recording spreadsheet error, unit of measure or similar objective mistake, Buyer shall not be bound by the incorrect inventory count when determining the Closing Date Tangible Net Assets or Final Closing Date Tangible Net Assets.

Section 1.4Purchase Price Allocation. As referenced in Section 5.8(j), the applicable Sellers and Buyer agree that the Purchase Price allocable to the Shares of each Electing Entity (including any adjustments thereto) and any liabilities of such applicable member of the Tiffin Group (plus other relevant items) shall be allocated among the assets of such Electing Entity for all purposes (including Tax and financial accounting) pursuant to Sections 1060 and 338 of the Code, in accordance with the principles and methodology set forth on Exhibit 1.4. Within 30 days after the determination of the Final Closing Cash Payment under Section 1.3, Buyer will deliver to the Seller Representative a draft of any such allocation by legal entity based on a third-party valuation for the Seller Representative’s review and approval, which will be prepared on a basis consistent with the principles and methodology set forth on Exhibit 1.4. Within 15 days thereafter, the Seller Representative will deliver to Buyer either a notice accepting the allocation prepared by Buyer or a statement setting forth in reasonable detail any objections to it and the basis for such objections. If the Seller Representative timely delivers such a notice, Buyer and the Seller Representative will use good faith efforts to resolve such objections. If they are unable to mutually agree on an allocation, the dispute shall be resolved pursuant to the procedures of Section 5.8(g) will control. No Party or any Affiliate of any Party (including the Tiffin Group) will take a position on any Tax Return, before any Taxing Authority or in any Proceeding that is in any manner inconsistent with the allocation, as finally determined under this Section 1.4, without the written consent of the other Parties or unless specifically required pursuant to a determination by the applicable Taxing Authority. The Parties will promptly advise each other of the existence of any Tax audit, controversy or litigation related to any allocation under this Agreement. Any adjustments to the Purchase Price allocable to the applicable Shares pursuant to Section 1.3 shall be allocated in a manner consistent with Exhibit 1.4.

Section 1.5Closing. The consummation of the transactions contemplated by this Agreement (“Closing”) will take place as follows: (a) exchange of the signed closing deliverables provided for in Section 1.6 and the payments provided for in Section 1.2(b) will take place on the date of Closing, and (b) for Tax purposes, and for determining Closing Date Tangible Net Assets, Closing Date Cash, Closing Date Debts, and Closing Date Seller Transaction Expenses, the Closing will be deemed effective as of 11:59 p.m. on December 18, 2020 (the “Closing Date”). The Parties’ exchange of electronic copies of signed documents on the date of this Agreement shall be followed by exchange of originally signed copies (but the original certificates evidencing the Shares, and originally executed stock powers relating to the Shares have been delivered in advance in trust to Buyer’s counsel), or the Parties may mutually agree to meet to exchange signed documents, at such place or at any other time or date as may be mutually agreed by Buyer and Sellers.

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Section 1.6Closing Deliverables.

(a)At Closing, in addition to the payments set forth in Section 1.2(b), Buyer will deliver: (i) the Escrow Agreement executed by Buyer and the Escrow Agent; and (ii) all other Transaction Documents to be executed and delivered by Buyer under this Agreement.

(b)At Closing, Sellers will deliver: (i) all documents necessary for the transfer of shares including stock powers, in the form attached as Exhibit 1.6(b)(i), executed by each Seller; (ii) the Escrow Agreement executed by Seller Representative; (iii) evidence of the termination or release of, or the right to terminate or release, all Encumbrances on the Shares and all Encumbrances (other than Permitted Encumbrances) on the Assets; (iv) letters of resignation, effective as of Closing Date, in forms reasonably acceptable to Buyer, from each of the directors of the Tiffin Group; (v) the minute books, corporate record books, corporate seal, and other corporate records of the Tiffin Group; and (vi) all other Transaction Documents to be executed by a Seller in connection with this Agreement.

Article 2
REPRESENTATIONS AND WARRANTIES REGARDING THE TIFFIN GROUP AND THE SUBSIDIARIES

Subject to the terms, provisions, exceptions and qualifications set forth in the Disclosure Schedules, Sellers, jointly and severally, make the following representations and warranties regarding the Tiffin Group and Subsidiaries to Buyer as of the date hereof, provided, that, any information or disclosure set forth in the Disclosure Schedules with respect to a particular representation or warranty will be deemed to be a disclosure, exception or qualification with respect to all other applicable representations and warranties in this Article 2 or in Article 3 (and shall also be deemed disclosed in all other relevant Schedules, sections, and subsections of the Disclosure Schedules) to the extent the applicability of such information or disclosure is reasonably apparent on its face whether or not such disclosure is so numbered or such other representations and warranties expressly refer to a schedule comprising the Disclosure Schedules.

Section 2.1Organization, Qualification and Corporate Power; Authorization; Subsidiaries.

(a)Each entity comprising the Tiffin Group is a corporation duly incorporated or limited liability duly formed, validly existing and in good standing under the Laws of, (i) the State of Alabama (with respect to Tiffin Motor Homes, Wynne Enterprises, Tiffin Door, Roma Enterprises, Drive-A-Way and TVLRE) or (ii) the State of Mississippi (with respect to Vanleigh and Water-Way). Each entity comprising the Tiffin Group is duly authorized to conduct business and is in good standing as a foreign corporation under the Laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each entity comprising the Tiffin Group has all requisite corporate power and authority to carry on the Business.

(b)Each entity comprising the Tiffin Group has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery by the Tiffin Group of this Agreement, and the performance by the Tiffin Group of its obligations under this Agreement, have been duly authorized by all requisite corporate action. This Agreement has been duly executed and delivered by the Tiffin Group and constitutes the valid and legally binding obligation of the Tiffin Group, enforceable against it in accordance with its terms and conditions, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and except as such enforceability is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law).

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(c)Tiffin Motor Homes owns (i) all of the issued and outstanding capital stock of International Allegro Family Motor Home Club, Inc., an Alabama corporation (“IAFMHC”); and (ii) all issued and outstanding membership units of Tiffin International Enterprises, LLC, an Alabama limited liability company (“Tiffin International”). Tiffin Motor Homes owns 99% of the outstanding membership units in VLRV, LLC, a Mississippi limited liability company (“VLRV”) and Vanleigh owns the remaining 1% of the outstanding membership units in VLRV. (IAFMHC, Tiffin International, and VLRV are collectively referred to as the “Subsidiaries” and individually referred to as a “Subsidiary”). There are no Contracts restricting the transfer of the Shares of any entity comprising the Tiffin Group or equity securities or membership units of the Subsidiaries contemplated herein, except for those identified on Schedule 2.2(c), all of which shall be terminated or waived before or effective as of the Closing. IAFMHC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Mississippi. Tiffin International is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Alabama. VLRV is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Mississippi. Each Subsidiary is duly authorized to conduct business and is in good standing as a foreign corporation under the Laws of each jurisdiction where such qualification is required. Each Subsidiary has all requisite corporate power and authority to carry on the business currently conducted by it.

Section 2.2Capitalization.

(a)TVLRE has three individual members, each of whom holds one-third (1/3) of the issued and outstanding membership interests in and to TVLRE. The authorized, and issued and outstanding shares of capital stock of the respective entities comprising the Tiffin Group (other than TVLRE) are as follows:

(i)The authorized capital stock of Tiffin Motor Homes consists of 10,000 shares of common voting stock, par value $0.10, and 90,000 shares of Class A common non-voting stock, par value $0.10, all of which are issued and outstanding.

(ii)The authorized capital stock of Water-Way consists of 10,000 shares of common voting stock, par value $0.01, and 90,000 shares of Class A common non-voting stock, par value $0.01, all of which are issued and outstanding.

(iii)The authorized capital stock of Wynne Enterprises consists of 2,450 shares of common voting stock, par value $0.01, all of which are issued and outstanding, and 51,450 shares of common non-voting stock, par value $0.01, of which 51,263 shares are issued and outstanding.

(iv)The authorized capital stock of Tiffin Door consists of 2,000 shares of common stock, par value $1.00, of which 1,000 shares are issued and outstanding.

(v)The authorized capital stock of Roma Enterprises consists of 1,000 shares of common stock, par value $1.00, all of which are issued and outstanding.

(vi)The authorized capital stock of Drive-A-Way consists of 10,000 shares of common stock, par value $1.00, of which 1,000 shares are issued and outstanding.

(vii)The authorized capital stock of Vanleigh consists of 1,000 shares of common stock, par value $1.00, all of which are issued and outstanding.

(b)Schedule 2.2(b) sets forth a true, correct and complete list of the Tiffin Group’s and each Subsidiary’s issued and outstanding equity interests, and interests convertible into or exchangeable for such equity interests, whether voting or non‑voting, and the record and beneficial owner thereof. All of the issued

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and outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, anti-dilution rights, preemptive rights, rights of first refusal, exchange rights or other Contracts that would require the Tiffin Group or any Subsidiary to issue, sell or otherwise cause to become outstanding any Shares or other equity securities or membership units of the Tiffin Group or any Subsidiary.

(c)Except as set forth on Schedule 2.2(c), (i) there are no outstanding or authorized stock appreciation, phantom interests, profit participation or similar rights with respect to the Tiffin Group or any Subsidiary; (ii) there are no Contracts prohibiting the transfer of the Shares or the equity interests of the Subsidiaries, nor any voting trusts, proxies or other Contracts with respect to the voting of the Shares; and (iii) Tiffin Group is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any equity interests or any warrants, options or other rights to acquire Shares or other equity interests of the Tiffin Group, and has not, since January 1, 2017, repurchased or otherwise acquired or retired any equity interests or any warrants, options or other rights to acquire Shares or other equity interests of the Tiffin Group. All of the outstanding Shares have been offered, issued, sold and delivered in compliance with applicable federal and state securities Laws and are not subject to any preemptive right or right of first refusal. The Tiffin Group does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for equity interests having the right to vote) with the holders of Shares on any matter.

Section 2.3Noncontravention. Except as set forth in Schedule 2.3, neither the execution and the delivery of this Agreement, nor the performance by the Tiffin Group of its obligations under this Agreement, will: (a) violate any provision of the Organizational Documents of the Tiffin Group or any Subsidiary; (b) violate any Law or Order to which the Tiffin Group or any Subsidiary is subject; (c) conflict with, result in a breach of, constitute (with or without notice or lapse of time or both) a default under, result in the acceleration of, create (with or without notice or lapse of time or both) the right to accelerate, terminate, modify or cancel or require any notice under any Material Contract; or (d) result in the imposition of any Encumbrance (other than Permitted Encumbrances) upon any material Asset. Except for any notices, filings, authorizations, consents or approvals of any Governmental Body obtained prior to Closing, and subject to and in reliance on Section 4.3, the Tiffin Group is not required by Law, Contract or otherwise to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Body in order to consummate the transactions contemplated by this Agreement.

Section 2.4Ownership Interests. Except for the Subsidiaries, or as otherwise set forth on Schedule 2.4, no member of the Tiffin Group has any subsidiaries or owns, directly or indirectly, any stock, partnership interest, joint venture interest or other equity interest in any other Person.

Section 2.5Title to Assets. The Tiffin Group or the Subsidiaries owns good and valid title to, or a valid leasehold interest in, all of the material tangible assets (including but not limited to those reflected on the Recent Balance Sheets and Schedules 2.11(a) and 2.12 as being owned by the Tiffin Group or the Subsidiaries other than assets disposed of since the date of the Recent Balance Sheets in the Ordinary Course of Business or as contemplated by this Agreement) necessary for the operation of the Business as currently conducted (the “Assets”), free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth on Schedule 2.5, the Assets are (a) in good operating condition and repair in all material respects, reasonable wear and tear excepted and (b) sufficient for the conduct of the Business as currently conducted by the Tiffin Group. Certain Assets are excluded from the transactions contemplated under this Agreement, and no liabilities associated with those Excluded Assets shall be transferred to the Buyer, the Tiffin Group, or the Tiffin Group’s Subsidiaries.

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Section 2.6Financial Statements and Financial Matters.

(a)The books of account and other financial records of the Tiffin Group made available to the Buyer are complete and correct in all material respects and represent actual, bona fide transactions. Attached as Schedule 2.6(a) are the following financial statements (collectively, the “Financial Statements”):

(i)(A) Tiffin Motor Homes’ audited consolidated financial statements consisting of a balance sheet as of February 29, 2020 and the related audited statements of income, cash flows and shareholders’ equity for the fiscal year then ended; and (B) each of Water-Way’s, Wynne Enterprises’, Tiffin Door’s, Roma Enterprises’ and Drive-A-Way’s unaudited financial statements consisting of balance sheets as of December 31, 2019 and the related unaudited statements of income for the calendar year then ended (collectively, the “Annual Financial Statements”); and

(ii)unaudited financial statements consisting of (A) the unaudited consolidated balance sheet of Tiffin Motor Homes and the Subsidiaries, Water-Way, Wynne Enterprises, Tiffin Door, Roma Enterprises and Drive-A-Way, as of October 31, 2020 (“Recent Balance Sheet”); and (B)(1) the unaudited statements of income for each of Tiffin Motor Homes and VLRV for the 8-month period then ended and (2) the unaudited statements of income for each of Water-Way, Wynne Enterprises, Tiffin Door, Roma Enterprises and Drive-A-Way for the 10-month period then ended (such unaudited income statements, together with each of the Recent Balance Sheets, the “Interim Financial Statements”).

(b)Except as set forth on Schedule 2.6(b), (i) the Financial Statements of Tiffin Motor Homes have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by them; (ii) the Financial Statements of each other entity comprising the Tiffin Group have been prepared on a cash basis from the books and records of such entity; and (iii) the Financial Statements present fairly in all material respects the financial position of the Tiffin Group as of such dates and their respective results of operations for such periods; provided, however, that the Interim Financial Statements are subject, where applicable, to normal period‑end adjustments or audit adjustments (the effect of which would not be a Materially Adverse Effect), and omit footnotes and other presentation items required by GAAP.

Section 2.7Events Subsequent to Annual Financial Statements. Except as set forth on Schedule 2.7, since February 29, 2020 (as to Tiffin Motor Homes and the Subsidiaries) and since December 31, 2019 (as to the members of the Tiffin Group other than Tiffin Motor Homes and the Subsidiaries):

(a)the Tiffin Group (as applicable) and each Subsidiary has conducted its business activities in the Ordinary Course of Business;

(b)there has not been a Material Adverse Effect nor has there occurred, to the actual knowledge of Sellers (after reasonable inquiry), any event or circumstance that would reasonably be expected to result in a Material Adverse Effect;

(c)neither the Tiffin Group nor any Subsidiary has sold, leased, transferred, disposed of, abandoned or assigned any of its Required Governmental Authorizations or Assets that are necessary for the conduct of the Business as currently conducted, other than (i) inventory, supplies and other Assets sold, disposed of or used in the Ordinary Course of Business and (ii) equipment or other Assets that have become obsolete or damaged, or that have been otherwise replaced;

(d)there has not been any change in the Organizational Documents of the Tiffin Group or any Subsidiary;

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(e)(i) neither the Tiffin Group nor any Subsidiary has issued, sold or otherwise disposed of any of the Shares or other equity interests or securities of the Tiffin Group or any Subsidiary; (ii) granted, or entered into any agreements to grant, any options, warrants, puts, calls, subscriptions, rights, claims, commitments or other rights of any character relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any Shares or other equity interests or securities of the Tiffin Group or any Subsidiary; or (iii) entered into any agreements to modify the rights of any of the Tiffin Group’s Shares or other equity interests or securities of the Tiffin Group or any Subsidiary;

(f)except for all cash dividends paid in full prior to Closing and distributions contemplated by this Agreement (including distribution of the Excluded Real Estate) neither the Tiffin Group nor any Subsidiary has declared, set aside or paid any dividend or made any distribution with respect to the Shares, or other equity interests and securities of the Tiffin Group or any Subsidiary, or redeemed, purchased or otherwise acquired any of the Shares or other equity interests or securities of the Tiffin Group or any Subsidiary;

(g)neither the Tiffin Group nor any Subsidiary has made any loan to, or entered into any other transaction (other than a transaction relating to the payment of compensation and benefits or in any other way related to employment, all of which are ordinary and consistent with past practices of the Tiffin Group and Subsidiaries) with, any of its shareholders, directors, officers or employees (or any Affiliate of any of them, excluding the Tiffin Group and Subsidiaries);

(h)neither the Tiffin Group nor any Subsidiary has modified its cash management activities (including the timing of, invoicing and collection of receivables and the accrual and payment of payables and other current liabilities) or modified the manner in which the Books and Records of the Tiffin Group or any Subsidiary are maintained other than in the Ordinary Course of Business;

(i)neither the Tiffin Group nor any Subsidiary has made or changed any Tax election, changed any annual accounting period, adopted or changed any material accounting method, policy or practice, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment relating to the Tiffin Group or any Subsidiary, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Tiffin Group or any Subsidiary, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if, to Sellers’ Knowledge, such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of (i) materially increasing the Tax liability of the Tiffin Group or any Subsidiary for any period ending after the Closing Date or (ii) materially decreasing any Tax attributes of the Tiffin Group or any Subsidiary existing on the Closing Date;

(j)neither the Tiffin Group nor any Subsidiary has made any material change to the Tiffin Group’s or any Subsidiary’s accounting methods, principles or practices that materially affects the reporting of assets, liabilities or results of operations, except as required by any change in GAAP or applicable Law;

(k)neither the Tiffin Group nor any Subsidiary has engaged in any merger, consolidation, liquidation, dissolution or similar transaction or filed a petition in bankruptcy under any provision of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law;

(l)neither the Tiffin Group nor any Subsidiary has created, incurred, assumed or otherwise become liable, or agreed to create, incur, assume or otherwise become liable with respect to, any Indebtedness for borrowed money in excess of $50,000 other than unsecured current obligations and liabilities incurred in the Ordinary Course of Business;

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(m)neither the Tiffin Group nor any Subsidiary has made any loan to any third party or related party other than trade payables in the Ordinary Course of Business;

(n)neither the Tiffin Group nor any Subsidiary has entered into or materially amended any collective bargaining agreement, labor contract, or other Contract with any labor organization or union;

(o)neither the Tiffin Group nor any Subsidiary has effectuated a “plant closing” or “mass layoff” (as those terms are defined under the WARN Act) affecting in whole or in part any site of employment, facility, operating unit or employees; and

(p)neither the Tiffin Group nor any Subsidiary has entered into any binding written agreement to do any of the foregoing.

Section 2.8Undisclosed Liabilities. Except for those Liabilities: (a) reflected on or reserved against on the Recent Balance Sheets; (b) disclosed or reflected in Schedule 2.8; (c) incurred in the Ordinary Course of Business since the date of the Recent Balance Sheets; (d) included in the calculation of Target Tangible Net Assets or Estimated Closing Date Seller Transaction Expenses; or (e) arising under the transactions contemplated by this Agreement, neither the Tiffin Group nor any Subsidiary will, immediately prior to the Closing, have any Liabilities of a type, which, had it been known, would have been required to be set forth on a balance sheet prepared in accordance with GAAP.

Section 2.9Legal Compliance.

(a)Except as set forth in Schedule 2.9(a), the Tiffin Group and Subsidiaries have all material Governmental Authorizations required to conduct the Business as currently conducted except where any such failure would not reasonably be expected to have a Material Adverse Effect (collectively, the “Required Governmental Authorizations”). Schedule 2.9(a) sets forth a true, correct and complete list of all Required Governmental Authorizations held by the Tiffin Group and each of the Subsidiaries. Except as set forth on Schedule 2.9(a), the Tiffin Group and each of the Subsidiaries is in compliance in all material respects with the Required Governmental Authorizations applicable to it. Neither the Tiffin Group nor any Subsidiary has received any written notice from any Governmental Body regarding revocation, suspension or amendment of any Required Governmental Authorizations.

(b)Except as set forth on Schedule 2.9(b), (i) the Tiffin Group and each of the Subsidiaries is in compliance in all material respects with any Order that is applicable to it; and (ii) during the five (5) year period preceding the Closing Date, no written claims or charges have been made against, nor were there any open Proceedings pending against, the Tiffin Group or any of the Subsidiaries or any of their respective officers, directors or employees (in their respective capacities as such) by or before any Governmental Body asserting that the Tiffin Group or any Subsidiary is in material violation of any Required Governmental Authorization or Order.

(c)Except as set forth in Schedule 2.9(c), the Tiffin Group and the Subsidiaries are, and at all times during the five (5) years preceding the Closing Date have been, in compliance in all material respects with each Legal Requirement that is or was applicable to it or any of them or to the conduct or operation of its or their business or the ownership or use of any of its or their assets except where any such failure to so comply would not reasonably be expected to have a Material Adverse Effect.

(d)Since March 13, 2020, the Tiffin Group and Subsidiaries have complied, in all material respects, with applicable federal, state and local Laws with respect to the protection of the health and safety of individuals promulgated in response to the novel coronavirus (SARS-CoV-2 or COVID-19) pandemic

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(including any legally binding shelter in place, stay at home, shutdown or closure Laws or mandates of a Governmental Authority with jurisdiction over the Tiffin Group or the Subsidiaries, as the case may be).

Section 2.10Tax Matters. Except as set forth on Schedule 2.10:

(a)The Tiffin Group and each Subsidiary has timely filed all Tax Returns that it was required to file, and has timely paid all material Taxes due and owing (whether or not shown on any Tax Return). All such Tax Returns are true, correct and complete in all material respects when filed.

(b)In the six (6) year period preceding the Closing Date, neither the Tiffin Group nor any Subsidiary or Seller has received from any foreign, federal, state or local Tax Authority any written: (i) notice indicating an intent to open an audit or other review against the Tiffin Group or any Subsidiary; or (ii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any Tax Authority against the Tiffin Group or any Subsidiary.

(c)Neither the Tiffin Group nor any Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency.

(d)Neither the Tiffin Group nor any Subsidiary has failed to withhold any material amounts of Taxes required under applicable Law to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, customer, client or other third party.

(e)There are no Encumbrances for Taxes (other than Permitted Encumbrances) upon any Assets of the Tiffin Group or any of the Subsidiaries.

(f)Neither the Tiffin Group nor any Subsidiary has requested or received a ruling, technical advice memorandum or similar ruling or memorandum from any Tax Authority or signed a closing or other agreement with any Tax Authority.

(g)For any entity within the Tiffin Group or any Subsidiary that has made an election to be treated as an S Corporation, neither such entity or Subsidiary, nor any of their respective predecessors: (i) has since the date of any such entity’s election to be treated as an S Corporation been a member of a combined, consolidated, affiliated or unitary group for income Tax purposes; (ii) has made any currently applicable election or is currently participating in any arrangement whereby any income Tax liability or any income Tax asset of the Tiffin Group was determined or taken into account for income Tax purposes with reference to or in conjunction with any income Tax liability or income Tax asset of any other Person; or (iii) has any liability for Taxes of any other Person under Treasury Regulations Section 1.1502‑6 (or any comparable provision of local, state or foreign Law), as a transferee or successor, by Contract or otherwise.

(h)Neither the Tiffin Group nor any Subsidiary is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation Contract, or any other contractual obligation to pay the Tax obligation of another Person or to pay the Tax obligations with respect to transactions relating to any other Person.

(i)Neither the Tiffin Group nor any Subsidiary has ever been a party to any “reportable transaction” within the meaning of Section 6707A(c)(2) of the Code or Treasury Regulations Section 1.6011‑4.

(j)Each of Water-Way, Wynne Enterprises, Tiffin Door, Roma Enterprises, Drive-A-Way and Vanleigh (i) is a validly electing and qualifying S-Corporation within the meaning of Sections 1361 and 1362 of the Code, (ii) has been a validly electing and qualifying S-corporation since making such election, and (iii) will be a validly electing and qualifying S-corporation up to and including the Closing

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Date. Each such entity, and the Sellers who are selling Shares in each such entity, are eligible to make an election under Section 338(h)(10) of the Code with respect to the sale of such Shares as contemplated by this Agreement.

(k)Neither the Tiffin Group nor any Subsidiary has ever been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and each Seller is a “United States person” within the meaning of Section 7701(a)(30) of the Code.

(l)In the six (6) year period preceding the Closing Date, no claim or inquiry been made, orally or in writing, by a taxing authority in a jurisdiction where the Tiffin Group does not file Tax Returns to the effect that the Tiffin Group is or may be subject to taxation by that jurisdiction.

(m)The Tiffin Group is in compliance in all material respects with, and its records contain all information and documents (including properly completed IRS Forms W-9) required to comply with all applicable information reporting and Tax withholding requirements under applicable Tax laws.

(n)The Tiffin Group has consistently maintained any ongoing compliance requirements with respect to any property tax abatement agreements, as applicable.

(o)The Tiffin Group has disclosed on their respective federal income Tax Returns all positions taken therein that could give rise to substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.

(p)The Tiffin Group has never had a permanent establishment in any country other than the United States, or has engaged in a trade or business in any country other than the United States that subjected it to Tax in such country.

(q)All individuals working for the Tiffin Group and Subsidiaries have been properly classified as an employee or an independent contractor.

(r)The Tiffin Group utilizes good faith efforts to maintain on file substantially all Tax-free reseller exemption certificates for sales Tax purposes for those customers for which sales tax was not collected.

(s)The Tiffin Group is not a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local, or foreign Tax law).

(t)The Tiffin Group will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

(i)change in method of accounting pursuant to Code Section 481(a) for a taxable period ending on or prior to the Closing Date;

(ii)“closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date;

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(iii)Intercompany transactions or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax law);

(iv)installment sale or open transaction disposition made on or prior to the Closing Date;

(v)prepaid amount received on or prior to the Closing Date; or

(vi)discharge of indebtedness income pursuant to Code Section 108(i).

(u)The Tiffin Group has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355.

Section 2.11Real Property.

(a)Schedule 2.11(a) sets forth a list of each parcel of real property owned by Tiffin Group or any Subsidiary (collectively, the “Owned Real Property”) and identifies the record owner. Tiffin Group or a Subsidiary has good, marketable and valid fee simple title to all of the Owned Real Property, free and clear of all Encumbrances except for Permitted Encumbrances.

(b)Except as set forth on Schedule 2.11(b), none of the Tiffin Group nor any Subsidiary has an option to acquire any real property or has leased or otherwise granted to any Person (other than another Subsidiary) the right to use or occupy any Owned Real Property.

(c)Schedule 2.11(c) sets forth the address of each parcel of Leased Real Property and a true and complete list of all Leases for each such Leased Real Property. With respect to each Lease:

(i)such Lease is legal, valid, binding, enforceable and in full force and effect against the Tiffin Group or Subsidiary, as the case may be, and to Sellers’ Knowledge, each other party to them;

(ii)such Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms immediately following Closing;

(iii)the sale of the Shares contemplated by this Agreement does not require the consent of any other party to such Lease;

(iv)neither the Tiffin Group nor any Subsidiary nor, to Sellers’ Knowledge, any other party to such Lease is in breach or default under such Lease, and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would give rise to any material modification, acceleration, payment, cancellation or termination that is adverse to the Tiffin Group or Subsidiaries, as the case may be, under such Lease, or in any manner release any party to them, from material any obligation owed to the Tiffin Group or Subsidiary, as the case may be, under such Lease; and

(v)the rent set forth in such Lease is the actual rental being paid, and there are no separate agreements or understandings with respect to rent or other lease terms.

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(d)All real property which the Tiffin Group and/or any Subsidiary regularly uses in the operation of the Business as currently operated is listed on Schedule 2.11(a) or Schedule 2.11(c) .

Section 2.12Intellectual Property.

(a)Capitalized terms used herein shall have the meanings set forth in this Section 2.12.

(i)“Tiffin Group Intellectual Property” means all Intellectual Property that is owned by the Tiffin Group or any of the Subsidiaries.

(ii)“Tiffin Group IP Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions, and other Contracts, whether written or oral, relating to Intellectual Property to which the Tiffin Group or any of the Subsidiaries is a party, beneficiary, or otherwise bound.

(iii)“Intellectual Property” means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (A) issued patents, patent applications (whether provisional or non-provisional), and patent disclosures, together with divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, restorations, and all other rights associated with any of the foregoing, and other Governmental Body-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (“Patents”); (B) trademarks, service marks, brands, certification marks, slogans, logos, trade dress, trade names, and other similar indicia of source or origin, together with all translations, adaptions, derivations, combinations, applications for registration, registrations, renewals and the goodwill connected with the use of and symbolized by any of the foregoing (“Trademarks”); (C) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing and all moral rights and any other rights associated with the foregoing (“Copyrights”); (D) Internet domain names and social media accounts or user names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (E) industrial designs, and all patents, registrations, applications for registration, and renewals thereof; (F) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, data compilations and collections, tools, methods, processes, techniques, drawings, plans, designs, layouts, specifications, protocols, formulae, algorithms, compositions, industrial models, architectures, ideas and other confidential and proprietary information and all rights therein (“Trade Secrets”); and (G) Software.

(iv)“Licensed Intellectual Property” means all Intellectual Property in which the Tiffin Group or any of the Subsidiaries holds any rights or interests granted by other Persons.

(b)Schedule 2.12 contains a correct, current, and complete list of: (i) all Tiffin Group Intellectual Property that is subject to any issuance, registration, or application by or with any Governmental Body or authorized private registrar in any jurisdiction (collectively, “Intellectual Property Registrations”), including issued Patents, registered Trademarks, domain names, and registered Copyrights, and pending applications for any of the foregoing, (ii) all unregistered Trademarks included in the Tiffin Group Intellectual Property used in and material to the Business as currently conducted; (iii) all proprietary Software developed by or solely for the benefit of the Tiffin Group and the Subsidiaries (if any); and (iv) all other Tiffin Group Intellectual Property used in and necessary for the operation of the Business as currently conducted.

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(c)Schedule 2.12 further contains a correct, current, and complete list of all Tiffin Group IP Agreements, specifying for each the date, title, and parties thereto, and separately identifying the Tiffin Group IP Agreements: (i) under which the Tiffin Group or any of the Subsidiaries is a licensor or otherwise grants to any Person any right or interest relating to any Tiffin Group Intellectual Property; (ii) under which the Tiffin Group or any of the Subsidiaries is a licensee or otherwise granted any right or interest relating to the Intellectual Property of any Person (other than commercially available “off-the-shelf” software that is made available for a total annual cost of less than $50,000); and (iii) which otherwise relate to the Tiffin Group’s ownership or use of Intellectual Property, in each case identifying the Intellectual Property covered by such Tiffin Group IP Agreement. Seller has provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all Tiffin Group IP Agreements, including all modifications, amendments, and supplements thereto and waivers thereunder. Each Tiffin Group IP Agreement is valid and binding on the Tiffin Group or its Subsidiary that is party thereto in accordance with its terms and is in full force and effect. Neither the Tiffin Group, the Subsidiaries, nor, to Sellers’ Knowledge, any other party thereto, is, or is alleged to be, in material breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Tiffin Group IP Agreement.

(d)The Tiffin Group or one of the Subsidiaries is the sole and exclusive legal and beneficial (and with respect to the Intellectual Property Registrations, record) owner of all right, title, and interest in and to the Tiffin Group Intellectual Property, and, except as set forth in Schedule 2.12(d), has the valid and enforceable right to use all other Intellectual Property necessary for the conduct of the Business of the Tiffin Group and the Subsidiaries as currently conducted, without the payment of any royalties or other amounts to any other Person, and, in each case, free and clear of all Encumbrances other than Permitted Encumbrances. All assignments and other instruments necessary to establish, record, and perfect the Tiffin Group’s ownership interest in the Intellectual Property Registrations have been validly executed, delivered, and, if applicable, filed with the relevant Governmental Bodies and authorized registrars. Neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the Tiffin Group’s or the Subsidiaries’ right to own or use any Tiffin Group Intellectual Property or Licensed Intellectual Property.

(e)Except as set forth in Schedule 2.12(e), (i) all of the Tiffin Group Intellectual Property and Licensed Intellectual Property is valid and enforceable and is held of record in the Tiffin Group’s or a Subsidiary’s name; and (ii) all Intellectual Property Registrations are subsisting and in full force and effect and are held of record in the Tiffin Group’s or a Subsidiary’s name. The Tiffin Group and each of the Subsidiaries have taken all reasonable and necessary steps to maintain and enforce the Tiffin Group Intellectual Property and Licensed Intellectual Property and to preserve the confidentiality of all Trade Secrets included therein. All required filings and fees related to the Intellectual Property Registrations have been timely submitted with and paid to the relevant Governmental Bodies and authorized registrars, and Seller has informed Buyer of any required filings and fees related to the Intellectual Property Registrations which are subject to deadlines occurring within 90 days following Closing.

(f)The conduct of the Tiffin Group’s and the Subsidiaries’ businesses as currently and formerly conducted, and the products, processes, and services of the Tiffin Group and the Subsidiaries, have not, to Sellers’ Knowledge, infringed, misappropriated, or otherwise violated, and do not infringe, misappropriate, or otherwise violate, the Intellectual Property or other rights of any Person. To Sellers’ Knowledge, no Person has infringed, misappropriated, or otherwise violated, or is currently infringing, misappropriating, or otherwise violating, any Tiffin Group Intellectual Property or Licensed Intellectual Property. Within the immediate past six (6) years, neither the Tiffin Group nor any Subsidiary has received any written notice with respect to any alleged infringement, misappropriation, or any other violation of any Intellectual Property or other rights of any Person.

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(g)Neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the imposition of any lien on or license of the Tiffin Group Intellectual Property unless such lien or license is resultant from agreements between Buyer and/or Parent and any third-party.

(h)There are no Proceedings (including any legal actions, opposition, cancellation, revocation, review, or other proceeding), whether settled, pending, or threatened (including in the form of offers to obtain a license), (i) alleging any infringement, misappropriation, or other violation by the Tiffin Group or any of the Subsidiaries of the Intellectual Property of any Person; (ii) challenging the validity, enforceability, registerability, patentability, or ownership of any Tiffin Group Intellectual Property or Licensed Intellectual Property or the Tiffin Group’s or any of the Subsidiaries’ right, title, or interest in or to any Tiffin Group Intellectual Property or Licensed Intellectual Property; or (iii) by the Tiffin Group or any of the Subsidiaries, or by the owner of any Licensed Intellectual Property, alleging any infringement, misappropriation, or other violation by any Person of the Tiffin Group Intellectual Property or such Licensed Intellectual Property. Neither Seller nor the Tiffin Group is aware of any facts or circumstances that could reasonably be expected to give rise to any such Legal Action. The Tiffin Group and the Subsidiaries are not subject to any outstanding or prospective Order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the ownership or use of any Tiffin Group Intellectual Property or Licensed Intellectual Property.

(i)Schedule 2.12 further contains a correct, current, and complete list of all websites and social media accounts used by the Tiffin Group and the Subsidiaries in connection with the Business. Seller has provided Buyer with all user names and passwords associated with the Tiffin Group’s and the Subsidiaries’ websites and social media accounts. The Tiffin Group and each of the Subsidiaries have complied in all material respects with all applicable terms of use, terms of service, and other Contracts and all associated policies and guidelines relating to their use of any social media platforms, sites, or services (“Platform Agreement”), and there are no Proceedings, audits, or investigations, whether settled, pending, or, to Sellers’ Knowledge, threatened, alleging any (i) breach or other violation of any Platform Agreement by the Tiffin Group or any of the Subsidiaries; or (ii) defamation, violation of publicity or privacy rights of any Person, or any other violation by the Tiffin Group or any of the Subsidiaries in connection with their use of social media.

Section 2.13Contracts.

(a)Schedule 2.13(a) lists the following Contracts to which the Tiffin Group or a Subsidiary is a party as of the date of this Agreement (collectively, as amended, the “Material Contracts”):

(i)any Contract that requires an expenditure or receipt of more than $100,000 annually that is not terminable by the Tiffin Group or a Subsidiary without penalty on notice of 90 days or less (excluding purchase orders for materials or inventory or sale orders for products or services in the Ordinary Course of Business);

(ii)any Contract with a Material Customer or Material Vendor, but excluding, in each case, purchase or sale orders (and any related terms and conditions) entered into in the Ordinary Course of Business;

(iii)any Contract related to Closing Date Debt;

(iv)any Contract that: (A) contains a non-competition covenant by the Tiffin Group or a Subsidiary in any line of business or in any geographical area in the world; or (B) grants

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exclusivity of the marketing, distribution or sale of any of the products of the Tiffin Group or a Subsidiary to any Person;

(v)any severance agreement, non-compete, confidentiality, change of control bonus or similar agreement with or by employees of the Tiffin Group or a Subsidiary (other than standard Contracts containing non‑compete, confidentiality or trade secret provisions benefitting the Tiffin Group or a Subsidiary that do not contain any severance, change of control bonus or similar arrangements) and any written employment agreement (other than offer letters) or any verbal agreement with any exempt employee providing annual compensation of Seventy-Five Thousand Dollars ($75,000) or more, or providing for any right to severance payments or providing other form of employment or post-employment benefits;

(vi)any Contract with a Seller or any of their respective Affiliates;

(vii)any Contract concerning the sale or acquisition (by merger, purchase or sale of assets or stock or otherwise) of all or a portion of a business or assets relating to a business;

(viii)any Contract concerning a partnership or joint venture or any other investments/holdings in any other entity excluding the Subsidiaries;

(ix)any Contract that provides for capital expenditures in excess of $100,000, for any single project, or in excess of $250,000, in the aggregate;

(x)any Contract to which the Tiffin Group or any Subsidiary is a party for borrowed money or any guaranty of any indebtedness other than trade debt incurred by the Tiffin Group or any Subsidiary in the Ordinary Course of Business;

(xi)any Contract that requires the Tiffin Group or a Subsidiary to purchase a fixed requirement of any product from a third party;

(xii)any Contract that directly or indirectly personally benefits any Seller or any Related Person (defined below), or any entity in which any Seller or a Related Person owns an equity interest;

(xiii)any Contract which provides the counterparty with a power of attorney to bind the Tiffin Group or a Subsidiary.

(b)(i) Each Material Contract is legal, valid, binding and enforceable and in full force and effect against the Tiffin Group or Subsidiary, as the case may be; (ii) neither the Tiffin Group nor any Subsidiary, nor, to Sellers’ Knowledge, is any other party to a Material Contract, in breach or default in any material respect and, to Sellers’ Knowledge, no event has occurred which with notice or lapse of time would constitute such a material breach or default by Tiffin Group or Subsidiaries or permit termination, modification or acceleration, under any Material Contract; (iii) except in the Ordinary Course of Business, neither the Tiffin Group nor any Subsidiary has received written notice that any party to a Material Contract intends to cancel, not renew or terminate such Material Contract or to exercise or not exercise any option under such Material Contract and, to Sellers’ Knowledge, no party to a Material Contract intends to cancel, not renew or terminate such Material Contract outside the Ordinary Course of Business; (iv) no Material Contract is subject to cancellation or termination or is otherwise impaired as a consequence of this transaction; and (v) except for the contracts referred to in Section 2.13(c), no change in control provision contained in any contract, including employment-related contracts, shall result in the creation of any

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obligation or expedite or otherwise make payable on any accelerated basis an existing obligation under any such contract.

(c)Schedule 2.13(c) sets forth a list of certain Contracts to which the Tiffin Group is party that provides for a transaction bonus, retention bonus, change of ownership bonus, incentive compensation bonus or similar arrangement that may accelerate or become due as a consequence of consummation of the transaction contemplated by this Agreement (the “Transaction Compensation Agreements”). With respect to such Transaction Compensation Agreements: (i) all obligations of the Tiffin Group under such Transaction Compensation Agreements that shall become payable at Closing shall be paid by Tiffin Group in connection with the Closing and shall be treated as a pre-Closing expense of the Tiffin Group, and (ii) all obligations of the Tiffin Group under such Transaction Compensation Agreements that becomes payable after the Closing of the transactions contemplated by this Agreement and are not paid in connection with the Closing, will be accrued, net of Buyer’s assumed tax rate if the expense is of a type deductible for tax purposes, as a payable expense and credited against the Tangible Net Assets of the Tiffin Group.

(d)The Tiffin Group has made available to Buyer true, correct and complete copies of all written Material Contracts listed on Schedule 2.13(a), and a written summary of any oral Material Contracts listed on Schedule 2.13(a), if any.

Section 2.14Insurance. A complete list, as of the date of this Agreement, of all insurance policies (the “Insurance Policies” and each an “Insurance Policy”) held by the Tiffin Group or any Subsidiary covering any of their respective properties or assets is contained in Schedule 2.14. No further premiums or payments will be due under such Insurance Policies after the Closing with respect to periods prior to the Closing (except to the extent accrued for in Final Closing Date Tangible Net Assets). Neither the Tiffin Group nor any Subsidiary is in default with respect to its obligations under any Insurance Policies. Except for Insurance Policies that have expired and have been replaced in the Ordinary Course of Business, no Insurance Policy has been cancelled within the last two years and, to Sellers’ Knowledge, no threat has been made to cancel any Insurance Policy during such period. True and complete copies of such Insurance Policies have been made available to Buyer.

Section 2.15Litigation.

(a)There are no Proceedings pending or, to Sellers’ Knowledge, threatened (i) challenging the legality, validity or enforceability of this Agreement or the consummation of the transaction provided for in it, or (ii) by or before any Governmental Body which would individually or in the aggregate reasonably be expected to materially impair the ability of the Tiffin Group or any Subsidiary (taken as a whole) to conduct the Business as currently conducted.

(b)Schedule 2.15(b) includes a brief summary description of all material Proceedings by or before any Governmental Body involving the Tiffin Group or any Subsidiary which are pending or have been resolved since January 1, 2018 and any current and unresolved material claims against the Tiffin Group and/or any Subsidiary.

(c)Except as set forth on Schedule 2.15(c), there is no unsatisfied or unpaid judgment, order, or decree applicable to the Tiffin Group or any Subsidiary or any outstanding injunction applicable to the Tiffin Group or any Subsidiary.

Section 2.16Employees.

(a)Schedule 2.16(a) sets forth a true, correct and complete list, as of the applicable date specified therein, of each employee of the Tiffin Group and each Subsidiary, and sets forth for each such

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individual, the following: (i) name, (ii) job title, (iii) classification as exempt or non-exempt for wage and hour purposes, (iv) date of hire, (v) annual base salary or hourly rate of compensation, (vi) the amount of any annual cash bonus paid to such employee in the previous fiscal year of the applicable Tiffin Group member or Subsidiary, as the case may be.

(b)Except as set forth on Schedule 2.16(b):

(i)neither the Tiffin Group nor any Subsidiary has been party to or bound by any collective bargaining Contract, labor Contract or other Contract with any union or labor organization covering wages, hours or terms or conditions of employment;

(ii)there is no pending labor strike, work stoppage or lockout or other material labor dispute affecting the Tiffin Group or any Subsidiary or, to the Seller’s Knowledge, is there any labor organization or union effort currently being undertaken at any of its operating facilities nor have there been any such efforts in the preceding five (5) calendar years;

(iii)neither the Tiffin Group nor any Subsidiary is delinquent in any payments for any wages, salaries, commissions, bonuses, fees or other compensation due with respect to any products sold to it or services performed for it to the date of this Agreement;

(iv)there are no grievances, complaints or charges with respect to employment or labor matters (including allegations of employment discrimination, retaliation or unfair labor practices) pending or threatened in writing against the Tiffin Group, any Subsidiary or any Seller in any judicial, regulatory or administrative forum (excluding (A) routine employee complaints, workers compensation, unemployment and similar routine or claims and (B) complaints or grievances which are not material, individually or in the aggregate, in nature or amount to the Tiffin Group and Subsidiaries, taken as a whole); and

(v)the Tiffin Group, each Subsidiary and each Seller are and have been in compliance in all material respects with all Legal Requirements pertaining to the employment of employees., including but not limited to, the requirements of the Immigration Reform Control Act of 1986.

Section 2.17Employee Benefits.

(a)Schedule 2.17 lists each material Employee Benefit Plan that the Tiffin Group or any ERISA Affiliate maintains or to which the Tiffin Group or any ERISA Affiliate contributes.

(b)Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or approval letter from the IRS with respect to such qualification, or may rely on an opinion letter issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance, or has time remaining for application to the IRS for a determination of the qualified status of such Employee Benefit Plan for any period for which such Employee Benefit Plan would not otherwise be covered by an IRS determination and, to Sellers’ Knowledge, no event has occurred that would cause any Employee Benefit Plan to lose such qualification.

(c)Each Employee Benefit Plan is and has been operated in material compliance with applicable Laws and is and has been administered in all material respects in accordance with applicable Laws and with its terms. No Proceeding is pending or, to Sellers’ Knowledge, threatened with respect to any Employee Benefit Plan or any fiduciary or service provider of any Employee Benefit Plan, other than claims for the payment of benefits in the ordinary course of business. All payments and/or contributions required to have been made with respect to all Employee Benefit Plans either have been made or have been

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accrued or are being administered in accordance with the terms of the applicable Employee Benefit Plan and applicable Law.

(d)Neither the Tiffin Group nor any ERISA Affiliate has ever maintained any Employee Benefit Plan that is or was subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA or is a Multi-Employer Retirement Plan, and neither the Tiffin Group nor any ERISA Affiliate has ever incurred any liability under Title IV of ERISA that has not been paid in full.

(e)Each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code (each, a “NQDC Plan”) has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance. No payment to be made under any Employee Benefit Plan is, or to Sellers’ Knowledge will be, subject to the penalties of Section 409A(a)(1) of the Code.

(f)No Employee Benefit Plan is subject to the Laws of any jurisdiction outside the United States.

(g)Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by it will (either alone or in conjunction with any other event) (i) result in, or cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of the Tiffin Group or any of its ERISA Affiliates; (ii) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered); or (iii) result in a requirement to pay any tax “gross‑up” or similar “make-whole” payments to any employee, director or consultant of the Tiffin Group or an ERISA Affiliate.

Section 2.18Environmental.

(a)For purposes of this Agreement, the following terms have the meanings provided below:

(i)“CERCLA” means the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

(ii)“Environment” means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

(iii)“Environmental Law” means any and all Laws regulating or imposing standards of liability or standards of conduct concerning air, water, solid waste, hazardous waste, Materials of Environmental Concern, worker and community right-to-know, hazard communication, noise, radioactive material, resource protection, health protection and similar environmental health and safety concerns (including, without limitation, the Clean Water Act, the Toxic Substances Control Act, the Clean Air Act, CERCLA, the Resource Conservation and Recovery Act, the Solid Waste Disposal Act, the Occupational Safety and Health Act, and any and all Laws or directives of a Governmental Body pertaining to (A) treatment, storage, disposal, or generation of Materials of Environmental Concern; (B) air, water and noise pollution; (C) groundwater and soil contamination; (D) the Release or threatened Release into the Environment of Materials of Environmental Concern, including without limitation emissions, discharges, injections, spills, escapes or dumping of Materials of Environmental Concern; and (E) underground and other storage tanks or vessels.

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(iv)“Environmental Matters” means any legal obligation or liability arising under Environmental Law or common law with respect to the Environment or Materials of Environmental Concern.

(v)“Environmental Reports” means the environmental site assessments identified on attached Schedule 2.18(a), and any reports or investigations conducted by or at Buyer’s request.

(vi)“Materials of Environmental Concern” means any hazardous substance, pollutant or contaminant (including any admixture or solution thereof), oil, petroleum and petroleum products.

(vii)“Release” means any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment, whether intentional or unintentional.

(b)Except as disclosed in Schedule 2.18(b), (i) the Tiffin Group and each Subsidiary is and has been in compliance in all material respects with all applicable Environmental Laws and (ii) neither the Tiffin Group nor any Subsidiary has received any written notice, or to Sellers’ Knowledge, any other notice, from a Governmental Body alleging violation of Environmental Laws which remains pending or unresolved and which if determined adversely to Tiffin Group or such Subsidiary would, individually or in the aggregate, reasonably be expected to adversely affect the Tiffin Group and Subsidiaries (taken as a whole) in any material respect.

(c)Each of Tiffin Group and the Subsidiaries possesses all material Governmental Authorizations required to be held under applicable Environmental Laws for Tiffin Group and Subsidiaries to conduct the Business as currently conducted.

(d)No release of any Hazardous Substance to the Environment by Tiffin Group or any of the Subsidiaries has occurred at or on any Owned Real Property or any Leased Real Property that is in a quantity or concentration has resulted or would reasonably be expected to result in any material Environmental Liability to Tiffin Group or a Subsidiary. To the Seller’s Knowledge, no Hazardous Substance has been generated, emitted, transported, stored, treated or disposed of, released or handled by Tiffin Group or any of the Subsidiaries in violation of any Environmental Law that would reasonably be expected to result in any material Environmental Liability to Tiffin Group or a Subsidiary.

(e)No release of any Hazardous Substance to the Environment by Tiffin Group or any of the Subsidiaries has occurred at or on any real property formerly owned or leased by Tiffin Group or any of the Subsidiaries that is in a quantity or concentration has resulted or would reasonably be expected to result in any material Environmental Liability to Tiffin Group or a Subsidiary.

Section 2.19Affiliate Transactions. Except as set forth on Schedule 2.19, no Seller or Affiliate of the Tiffin Group (including any of the Subsidiaries), nor any of the members of the “immediate family” (as defined in Rule 16a-1 under the Securities Exchange Act of 1934) of any Seller who is a natural person (collectively, the “Insiders”), is a party to any Contract or transaction with the Tiffin Group or any Subsidiary or which pertains to the Business or has any interest in any Asset used in and material to the operation of the Business as currently conducted (excluding employment relationships in the Ordinary Course of Business). Schedule 2.19 describes all affiliated services provided to or on behalf of the Tiffin Group or any Subsidiary by any Insider and to or on behalf of any Insider by the Tiffin Group or any Subsidiary and all affiliate transactions or Contracts between the Tiffin Group or any Subsidiary, on the one hand, and any Insider, on the other hand (excluding employment relationships entered into in the Ordinary Course of Business).

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Section 2.20Vendors. Schedule 2.20 lists: (a) twenty largest third party vendors to the Tiffin Motor Homes and the Subsidiaries, as a whole, by expenditure for the 10-month period ending October 31, 2020 (such vendors, the “Material Vendors”); and (b) twenty largest third party vendors to Tiffin Group and Subsidiaries, as a whole, by expenditure for the 12-month period ending December 31, 2019. No Material Vendor has canceled or terminated in writing, or, to Sellers’ Knowledge, threatened in writing, or in Sellers’ good faith judgment, made a bona fide credible threat other than in writing to cancel or terminate, its relationship with the Tiffin Group or any Subsidiary. Neither the Tiffin Group nor any Subsidiary is involved in any material dispute or controversy with any of its Material Vendors.

Section 2.21Customers. Schedule 2.21 lists by entity the: (a) twenty largest third party customers of Tiffin Group and Subsidiaries, as a whole, by revenue for the 8-month period ending August 31, 2020 (such customers, the “Material Customers”); and (b) twenty largest third party customers of Tiffin Group and Subsidiaries, as a whole, by revenue for the 12-month period ending December 31, 2019. No Material Customer has canceled or terminated in writing or, to Sellers’ Knowledge, threatened in writing or in Sellers’ good faith judgment, made a bona fide credible threat other than in writing to cancel or terminate, its relationship with the Tiffin Group or any Subsidiary or within the past 12 months materially reduced the amount of products or services purchased from the Tiffin Group or any Subsidiary (disregarding changes in the Ordinary Course of Business) and, to Sellers’ Knowledge, no Material Customer has notified the Tiffin Group or any Subsidiary in writing or in Seller’s good faith judgment, made a bona fide credible threat other than in writing that it has any intention to do so. Neither the Tiffin Group nor any Subsidiary is involved in any material dispute or controversy with any of its Material Customers.

Section 2.22Illegal Payments; FCPA. Neither the Tiffin Group nor any of the Subsidiaries nor the Sellers nor any of their respective Affiliates, nor any director, officer, agent, employee or other Person acting on behalf of the Tiffin Group or any of the Subsidiaries or in respect of the Business has, directly or indirectly, violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any such other applicable anti‑bribery Laws, including by: (a) the use of any funds of the Tiffin Group or any Subsidiary for unlawful contributions, gifts, entertainment or other expenses; (b) making any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from funds of the Tiffin Group or any Subsidiary; or (c) making or receiving any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment.

Section 2.23Broker’s Fees. Neither the Tiffin Group, any of the Subsidiaries, Sellers nor anyone acting on their behalf has incurred or will incur any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or other Transaction Documents for which Buyer or, if Closing occurs, the Tiffin Group or any Subsidiary will be liable.

Section 2.24Bank Accounts. Schedule 2.24 includes complete and accurate listing of all bank accounts by institution, account number, account type, and names all of account signators and/or others who have legal right to access such accounts used by the Tiffin Group and/or any Subsidiary in the conduct of the Business.

Section 2.25Defects. Except for ordinary course warranty claims (for which an adequate reserve has been established), there are no defects that would, in the aggregate, reasonably be expected to have a Material Adverse Effect, existing in any units manufactured by the Tiffin Group and/or the Subsidiaries (or any predecessor entity for which the Sellers, the Tiffin Group, and/or the Subsidiaries have successor liability).

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Section 2.26Privacy and Data Security Representations.

(a)The Tiffin Group and Subsidiaries use commercially reasonable cybersecurity protections against the unauthorized access to data created and maintained by the Tiffin Group and Subsidiaries. The Tiffin Group and Subsidiaries have a privacy policy or privacy policies regarding the collection, use, and disclosure of personal information in connection with the operation of the Business or otherwise in the Tiffin Group or Subsidiaries’ respective possession, custody, or control and is in compliance with such privacy policy. True and complete copies of all privacy policies that have been used by the Tiffin Group and Subsidiaries have been provided to the Buyer. At all times, a privacy policy has been posted in a clear and conspicuous location on all websites and mobile applications owned or operated by the Company.

(b) The Tiffin Group and Subsidiaries have complied, at all times, with all applicable laws regarding the collection, use, storage, transfer, or disposal of personal information.

(c)The Tiffin Group and Subsidiaries are in compliance with the terms of all Contracts to which the Company is a party relating to data privacy, security, or breach notification (including provisions that impose conditions or restrictions on the collection, use, storage, transfer, or disposal of personal information).

(d)No person, including any Governmental Authority, has commenced any Action relating to the Tiffin Group or any Subsidiary’s information privacy or data security practices, including with respect to the collection, use, transfer, storage, or disposal of personal information maintained by or on behalf of the Tiffin Group or Subsidiary, or threatened any such action, or made any complaint, investigation, or inquiry relating to such practices.

(e)The execution, delivery, and performance of this Agreement and the consummation of the contemplated transactions, will not violate any applicable law, the privacy policy of the Tiffin Group as it currently exists or as it existed at any time during which any personal information was collected or obtained by or on behalf of the Tiffin Group. Upon the Closing, Buyer will continue to have the right to use personal information on identical terms and conditions as the Tiffin Group enjoyed immediately before Closing.

(f)The Tiffin Group has established and implemented policies, programs, and procedures that are in compliance with applicable industry practices to protect the confidentiality, integrity, and security of personal information in its possession, custody, or control against unauthorized access, use, modification, disclosure, or other misuse.

(g)The Tiffin Group and the Subsidiaries have not experienced any loss, damage, or unauthorized access, disclosure, use, or breach of security of any personal information in their respective possession, custody, or control, or otherwise held or processed on its behalf.

Section 2.27Related Party Agreement. Except as set forth on Schedule 2.27, no Seller or member of any Seller’s immediate family (“Related Persons”): (a) owes any amount to any a member of the Tiffin Group or the Subsidiaries; (b) is owed any amount from a member of the Tiffin Group or the Subsidiaries; (c) is the beneficiary of any guarantee or extension of credit from a member of the Tiffin Group or a Subsidiary; (d) is a party to or engaged in any business arrangement or other relationship with a member of the Tiffin Group or a Subsidiary (excluding equity ownership, service as a director, officer or manager, or employment relationships in the ordinary course of business); (e) owns any property or right, tangible or intangible, that is used by the Tiffin Group or the Subsidiaries and necessary for the operation of the Business as currently conducted; (f) owns, directly or indirectly, any interest in, controls, or is a director, officer, employee, or partner of, or consultant to, any Person who is a competitor, supplier, customer, landlord, tenant, creditor, or debtor of the Tiffin Group or the Subsidiaries.

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Section 2.28No Other Representations or Warranties. Other than the representations and warranties contained in this Article 2 and Article 3 (including the related portions of the Disclosure Schedules) (collectively, the “Seller Express SPA Representations”), none of Sellers, the Tiffin Group, Subsidiaries or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Sellers, the Tiffin Group or Subsidiaries, including any representation or warranty as to the accuracy or completeness of any information regarding Sellers, the Tiffin Group or Subsidiaries, or the Business, furnished or made available to Buyer and its Representatives or as to the future revenue, profitability or success of the Tiffin Group, Subsidiaries or the Business, or any representation or warranty arising from statute or otherwise in Law.

Article 3
REPRESENTATIONS AND WARRANTIES REGARDING SELLERS

Subject to the exceptions and qualifications set forth in the Disclosure Schedules (the applicability of which shall be determined in accordance with the first paragraph of Article 2 and the provisions of the Disclosure Schedules), each Seller, severally and not jointly, makes the following additional representations and warranties to Buyer.

Section 3.1Authorization. Such Seller has the legal capacity or the requisite power and authority (as applicable) to execute and deliver this Agreement and each Transaction Document to which such Seller is a party and to perform such Seller’s obligations under this Agreement and under such Transaction Documents. If a trust, the execution and delivery by such Seller of this Agreement and each Transaction Document to which it is a party, and the performance by such Seller of its obligations under this Agreement and under such Transaction Documents, have been duly authorized by all requisite trust action. This Agreement has been, and each Transaction Document to which such Seller is a party will be, duly executed and delivered by such Seller and constitutes, or will constitute, the valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with its terms and conditions, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and except as such enforceability is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Section 3.2Noncontravention. Neither the execution and the delivery of this Agreement by such Seller, nor the performance of such Seller’s obligations under it, will, with or without the giving of notice or passage of time (or both): (a) violate any Law or Order to which such Seller is subject; (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any person the right to accelerate, terminate, modify or cancel or require any notice under any Contract or other arrangement to which such Seller is a party or by which such Seller is bound or to which any of such Seller’s assets are subject; or (c) result in the creation or imposition of any Encumbrance upon the Shares to be purchased from such Seller pursuant to this Agreement. Such Seller is not required by Law, Contract or otherwise to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Body in order to consummate the transactions contemplated by this Agreement.

Section 3.3Shares. Such Seller has record and beneficial ownership of the Shares set forth opposite such Seller’s name on Schedule 2.2(b). Such Seller is not a party to any option, warrant, purchase right or other Contract other than this Agreement that requires such Seller to sell, transfer or otherwise dispose of any Shares, or that gives any other Person any rights with respect to the Shares owned by such Seller, except for agreements disclosed in Schedule 2.2(c) or that will be waived or terminated before the Closing. Such Seller is not a party to any voting trust, proxy or other Contract with respect to the voting of any Shares. Except as set forth on Schedule 3.3, such Seller represents and warrants that since January 1, 2017 there have been no transfer of Shares by such Seller or any restructuring of the equity rights and interests of the shareholders of the Tiffin Group or any of the Subsidiaries.

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Section 3.4Proceedings. There are no Proceedings pending or, to such Seller’s knowledge, threatened against such Seller: (a) that question the validity of this Agreement or any action taken or to be taken by such Seller in connection with, or which seek to enjoin or obtain monetary damages in respect of, this Agreement; or (b) that, individually or in the aggregate, would reasonably be expected to adversely affect in any material respect the ability of such Seller to perform the obligations of such Seller under, and consummate the transactions contemplated by, this Agreement.

Section 3.5Reliance. Such Seller acknowledges that, except as expressly set forth in Article 4, Buyer is not making and will not be deemed to have made, and such Seller is not relying on, any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, concerning the Buyer, and any such representations and warranties other than those expressly set forth in Article 4 are disclaimed by Buyer

Section 3.6Broker’s Fees. Neither such Seller nor anyone acting on such Seller’s behalf has incurred or will incur any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or other Transaction Documents for which Buyer or, if Closing occurs, the Tiffin Group will be liable.

Section 3.7Tax Matters. Such Seller is currently, and at all times during its ownership of Shares in an entity comprising the Tiffin Group that is taxed as an S corporation has been, an eligible shareholder of an S corporation pursuant to Section 1361 of the Code.

Article 4
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer makes the following representations and warranties to Sellers.

Section 4.1Organization. Buyer is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Buyer has all requisite power and authority to carry on its businesses.

Section 4.2Authorization. Buyer has the requisite power and authority to execute and deliver this Agreement and each Transaction Document to which it is a party and to perform its obligations under this Agreement and under each Transaction Document. The execution and delivery by Buyer of this Agreement and each Transaction Document to which it is a party, and the performance by Buyer of its obligations under this Agreement and under each Transaction Document, have been duly authorized by all requisite organizational action. This Agreement has been, and each of the Transaction Documents to which Buyer is a party will be, duly executed and delivered by Buyer, as applicable, and constitutes, or will constitute, the valid and legally binding obligation of Buyer, as applicable, enforceable against Buyer in accordance with its terms and conditions, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and except as such enforceability is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Section 4.3Noncontravention. Neither the execution and delivery by Buyer of this Agreement and the Transaction Documents to which Buyer is a party nor the performance by Buyer of its obligations under this Agreement or under such Transaction Documents will, with or without the sending of notice or passage of time (or both): (a) violate any Law or Order to which Buyer is subject or any provision of their respective charter, bylaws or other governing documents; or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any Contract or other arrangement to which Buyer

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is a party or by which Buyer is bound or to which any of their assets are subject. Except for any notices, filings, authorizations, consents or approvals of any Governmental Body obtained prior to the Closing, Buyer is not required by Law, Contract or otherwise to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Body in order to consummate the transactions contemplated by this Agreement. Based on the capitalization representations set forth in Section 2.2(a), Buyer is not acquiring more than $94,000,000 in voting securities and, as such, Buyer has received guidance, and Buyer represents and warrants to Sellers, that no filing is required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated under it, with respect to the transactions provided for in this Agreement.

Section 4.4Proceedings. There are no Proceedings pending or, to the knowledge of Buyer, threatened against Buyer that: (a) question the validity of this Agreement or any action taken or to be taken by Buyer in connection with, or which seek to enjoin or obtain monetary damages in respect of, this Agreement or the transactions contemplated hereby; or (b) that, individually and in the aggregate, would reasonably be expected to adversely affect in any material respect the ability of Buyer to perform its obligations under and consummate the transactions contemplated by this Agreement.

Section 4.5Investment Intent. Buyer is acquiring the Shares for investment and not with a view to any resale or distribution of the Shares in violation of any applicable securities Laws.

Section 4.6Solvency. Buyer is Solvent. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement. No transfer of property is being made by (or at the direction of) Buyer, and no obligation is being incurred by (or at the direction of) Buyer, in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Tiffin Group or any of the Subsidiaries.

Section 4.7Broker’s Fees. Neither Buyer nor anyone acting on its behalf has incurred or will incur any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or other Transaction Documents for which either Seller (or if Closing does not occur, either Seller or the Tiffin Group) will be liable.

Section 4.8Reliance. Buyer: (a) acknowledges and agrees that it has relied solely upon its own investigation and the Seller Express SPA Representations (including the related portions of the Disclosure Schedules); (b) disclaims that it is relying upon or has relied upon (and acknowledges that Sellers have disclaimed) any representations or warranties of any kind, nature or description, whether express or implied, at Law or in equity, that may have been made by any Person in connection with or with respect to the transactions contemplated in this Agreement, the Shares, the Business, the Tiffin Group, the Subsidiaries, the Sellers or otherwise or with respect to any information or documents (financial or otherwise) made available to Buyer or its Representatives (other than the Seller Express SPA Representations (including relevant Disclosure Schedules), but subject to the limitations and disclaimers set forth in Section 2.27), and acknowledges and agrees that Sellers have specifically disclaimed and do specifically disclaim any such other representation or warranty; (c) disclaims any obligation or duty by Sellers, the Tiffin Group, the Subsidiaries, their respective Affiliates or any other Person (and acknowledges that Sellers have disclaimed any obligation or duty of any such Person) to make any disclosures of fact not expressly required to be disclosed pursuant to the Seller Express SPA Representations; and (d) release and forever discharge the Sellers with respect to any and all Liabilities and claims relating to any representation, warranty, obligation or duty so disclaimed by Sellers.

Section 4.9No Knowledge of Misrepresentations or Omissions. None of Buyer or any of its Affiliates has: (a) any knowledge that any representation or warranty of Seller in this Agreement is not true

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and correct in all material respects; or (b) any knowledge of any material errors in, or material omissions from, any Schedule comprising the Disclosure Schedules.

Section 4.10No Other Representations or Warranties. Buyer has not made, nor will be deemed to have made, any representation or warranty in connection with this Agreement or the transactions contemplated by it other than as expressly made by it in this Article 4.

Article 5
COVENANTS AND AGREEMENTS

Section 5.1Further Assurances. After Closing, Buyer and Sellers will take all actions, execute and deliver all further documents and do all other acts and things as the other may reasonably request to carry out and document the intent of this Agreement and the other Transaction Documents.

Section 5.2Restrictive Covenants. As used in this Section, Sellers shall mean Sellers as well as any trustee or beneficiaries of any Seller which is a trust. In consideration of the consummation of the transactions contemplated by this Agreement and other valuable consideration:

(a)With respect to Sellers, the restrictive covenants included in Section 5.2(b) through Section 5.2(d) shall run for either of the following periods, as applicable: (i) for those Sellers employed by the Tiffin Group or a Subsidiary both on and immediately following the Closing Date, (A) during his/her employment with the Tiffin Group and/or a Subsidiary and (B) for a period of two years after termination of his/her employment with the Tiffin Group and all of the Subsidiaries or for a period of three years from the Closing Date, whichever ends later; or (ii) for those Sellers not employed by the Tiffin Group or a Subsidiary on and after the Closing Date, for a period of three years from the Closing Date (as applicable, the “Restricted Period”).

(b)During the applicable Restricted Period, each Seller will, and will cause his/her respective Affiliates to, refrain from engaging in any business anywhere in the United States or Canada in competition with the Business, as conducted by the Tiffin Group or any of the Subsidiaries immediately prior to Closing or in any business that manufactures or sells towable recreational vehicles, Class A, B and/or C recreational vehicles, and/or truck campers.

(c)During the applicable Restricted Period, each Seller will not, and will cause his/her respective Affiliates not to, directly or indirectly: (i) hire or induce or assist any other Person to hire any employee of the Tiffin Group or any of the Subsidiaries; or (ii) induce or assist any other Person to induce any employee to leave employment with the Tiffin Group or any of the Subsidiaries or any individual employed by the Tiffin Group or any Subsidiary within twelve (12) months prior to Closing.

(d)During the applicable Restricted Period, each Seller will not, and will cause his/her respective Affiliates not to, use or disclose to any Person any non-public and proprietary information of or relating to the Business or the Tiffin Group, except for the benefit of Buyer or its Affiliates (including, after the Closing, the Tiffin Group and Subsidiaries), in connection with any Proceeding subject to Article 8 or if required to do so by applicable Law or legal process, or to the extent that such information enters the public domain through no fault of Sellers in violation of this Agreement. If a Seller is required by applicable Law or legal process to disclose any such non-public information, such Seller will: (i) to the extent permissible under applicable Law, give Buyer prompt written notice of such requirement so that Buyer may seek, at its sole cost and expense, an appropriate protective order or other remedy; and (ii) cooperate with Buyer, at Buyer’s sole cost and expense, to obtain such protective order or other remedy. In the event that such protective order or other remedy is not obtained, such Seller will furnish only that portion of such non‑public information which, on the advice of his, her or its counsel, is legally required to be disclosed

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and, upon Buyer’s request and at Buyer’s sole cost and expense, use commercially reasonable efforts to seek confidential treatment (to the extent available) of such information.

(e)If a court of competent jurisdiction finds that the time period of any of the foregoing covenants is too lengthy or the geographic coverage or scope of any of the covenants is too broad, the restrictive time period will be deemed to be the longest period permissible under applicable Law and the geographic coverage and scope will be deemed to comprise the largest coverage and scope permissible under applicable Law. It is the Parties’ intent to protect and preserve the Business and goodwill of the Tiffin Group (and Subsidiaries, and the Business) to be acquired by Buyer, and Sellers agree that the time period, the geographic coverage and scope of the covenants set forth in this Section 5.2 are reasonable. If a Seller breaches or threatens to breach any of the foregoing covenants, Buyer will be entitled to seek injunctive relief in addition to any other remedies that may be available under applicable Law.

(f)Notwithstanding the foregoing, nothing in this Agreement will prevent or restrict a Seller from: (i) owning as a passive investment less than five percent (5%) of the outstanding shares of the capital stock of a corporation or the outstanding equity interests of any other entity; (ii) ownership or other involvement with the entities identified on Schedule 5.2; or (iii) engaging in any activity consented to in writing by Buyer. Sellers agree to implement and employ reasonable controls regarding the continuing or future relationship between the Tiffin Group and Subsidiaries and those entities identified in Schedule 5.2, which shall include individuals with ownership interests in such entities removing themselves and not being involved in any business decisions related to such entity.

Section 5.3Public Announcements. The announcement in the form attached as Exhibit 5.3 will be made before business opens on Monday December 21, 2020 or as otherwise agreed to by the parties. In addition, a Party may, without the prior written consent of the Other Party, issue or cause publication of any such press release or public announcement to the extent that such Party reasonably determines, after consultation with legal counsel, such action to be required by applicable Law or by the rules of any applicable self-regulatory organization, in which event such Party will use commercially reasonable efforts to allow the Other Party reasonable time to comment on such press release or public announcement in advance of its issuance. Except as provided in this Section 5.3, each Party will, and will cause its Affiliates and Representatives (including in the case of Buyer following Closing, the Tiffin Group and Subsidiaries) to, maintain the confidentiality of the material terms of this Agreement and will not, and will cause its Affiliates and Representatives not to, issue or cause the publication of any press release or other public announcement with respect to the economic terms of the transactions contemplated by this Agreement without the prior written consent of the Other Party, which consent will not be unreasonably withheld, delayed or conditioned.

Section 5.4Employee and Benefit Matters. Unless business circumstances or circumstances outside the control of the parties require otherwise, during the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing Date (or, if earlier, the date of the employee’s termination of employment), Buyer shall cause the Tiffin Group or Subsidiaries, as applicable, to provide each employee of the Tiffin Group or Subsidiaries, as the case may be, who is employed as of the Closing (“Continuing Employee”) with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided immediately prior to the Closing; (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided immediately prior to the Closing; and (iv) severance benefits that are no less favorable than any practice, plan or policy in effect for such Continuing Employee immediately prior to the Closing. This Section 5.4 inures solely to the benefit of the Parties to this Agreement, and nothing in this Section 5.4, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.4. Nothing contained

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herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties hereto acknowledge and agree that the terms set forth in this Section 5.4 shall not create any right in any employee (including any Continuing Employee), or any other Person, to any employment (or continued employment) with the Tiffin Group, the Subsidiaries or the Buyer, or any of their respective Affiliates, nor any compensation or benefits of any nature or kind whatsoever.

Section 5.5Pay-off Letters. To the extent deemed necessary by Buyer and Sellers, Sellers have delivered or caused to be delivered to Buyer pay‑off letters acceptable to Buyer, from each holder of Closing Date Debt, setting forth the amount necessary to repay the full amount of Closing Date Debt at Closing and to obtain the release of any Encumbrances on the assets or properties of the Tiffin Group securing such Closing Date Debt.

Section 5.6Records Retention. Buyer and the Tiffin Group and Subsidiaries will retain until the seventh anniversary of the Closing Date any Books and Records of the Tiffin Group and Subsidiaries relating to pre‑Closing periods to the extent in the possession of the Tiffin Group and Subsidiaries as of Closing. After the Closing Date, upon reasonable notice, Buyer and the Tiffin Group and Subsidiaries will provide Sellers and their Representatives with reasonable access (including the right to make copies at their expense) during normal business hours to such pre‑Closing Books and Records of the Tiffin Group and Subsidiaries as is reasonably necessary in connection with any post‑Closing matters; provided that any such access does not unreasonably interfere with the Tiffin Group’s and Subsidiaries’ normal business operations.

Section 5.7Director and Officer Indemnification.

(a)Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Tiffin Group and Subsidiaries now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer, director or manager of any one or more of the Tiffin Group or Subsidiaries, as provided in the certificate of incorporation, bylaws or operating agreement of any such entity, in each case as in effect on the Closing Date, or pursuant to any other agreements in effect on the date hereof and disclosed on Schedule 5.7, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

(b)The obligations of Buyer, the Tiffin Group and Subsidiaries under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.7 applies without the consent of such affected director, officer or manager (it being expressly agreed that the directors, officers and managers to whom this Section 5.7 applies shall be third-party beneficiaries of this Section 5.7, each of whom may enforce the provisions of this Section 5.7).

(c)In the event Buyer, or any one of the Tiffin Group or Subsidiaries, or their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer, the Tiffin Group or Subsidiaries, as the case may be, shall assume all of the obligations applicable with respect to such entity pursuant to this Section 5.7.

Section 5.8Certain Tax Matters.

(a)Liability for Taxes. For purposes of this Agreement, the portion of Taxes attributable to the income, property or operations of the Tiffin Group and Subsidiaries for any taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the portion of the Straddle Period that begins on or before the Closing Date and ends on and

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includes the Closing Date (the “Pre‑Closing Straddle Period”) and the portion of the Straddle Period that begins the day after the Closing Date and ends at the end of the Straddle Period (the “Post‑Closing Straddle Period”) in accordance with this Section 5.8(a). The portion of Taxes attributable to a Pre‑Closing Straddle Period will: (i) in the case of any income, sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based on or measured by income, business activity, receipts or profits earned during a Straddle Period, be deemed to equal the amount that would be payable if the Straddle Period ended on and included the Closing Date; and (ii) in the case of personal property, real property, ad valorem and other Taxes of the Tiffin Group and Subsidiaries imposed on a periodic basis during a Straddle Period, be deemed to be the amount of the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre‑Closing Straddle Period and the denominator of which is the number of days in such Straddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

(b)Tax Returns.

(i)Except as provided in Section 5.8(f) with respect to Transfer Taxes, Sellers will prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Tiffin Group and Subsidiaries with respect to any Pre‑Closing Period due after the Closing Date (the “Pre‑Closing Period Returns”). Upon completion of such Tax Returns for the Tiffin Group that pertain to periods prior to the Closing Date, Sellers shall pay to Buyer any Taxes due and payable by the Tiffin Group or the Subsidiaries reflected on such returns except to the extent such Taxes were accrued before Closing or otherwise taken into account in determining the Purchase Price, and Buyer shall then remit or cause to be remitted all Taxes in respect of such Tax Returns payable after the Closing Date. The Sellers shall deliver to Buyer for review and comment on each Pre-Closing Period Return at least 30 days prior to the due date (including valid extensions) and Buyer will have up to 10 days to review such Tax Returns; Sellers shall incorporate into such Pre-Closing Period Returns reasonable comments from Buyer submitted to the Seller Representative prior to expiration of such 10-day period unless otherwise required by applicable Law. The Pre‑Closing Period Returns prepared and filed by Sellers will be prepared and filed in a manner that is consistent with the prior practice of the Tiffin Group and Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Tiffin Group and Subsidiaries), except as required by Law. Buyer will prepare or cause to be prepared and file or cause to be filed Straddle Period Returns of the Tiffin Group and Subsidiaries. Buyer will prepare and file the Straddle Period Returns that it is required to file pursuant to this Section 5.8(b)(i) in a manner that is consistent with the prior practice of the Tiffin Group and Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Tiffin Group and Subsidiaries), except as required by Law. Buyer will deliver all Straddle Period Returns that it is required to file pursuant to this Section 5.8(b)(i) to Sellers for review and comment at least 30 days prior to the due date (including valid extensions) for filing such Tax Returns (except where such 30‑day period is not practical, in which case as soon as practical). Within 10 days of receiving a draft of such Tax Return (except where such 10-day period is not practical, in which case as soon as practical), Sellers may provide written comments to Buyer. The Parties will attempt to resolve any dispute through direct good-faith negotiation subject to the dispute resolution procedures of Section 5.8(g). In no event will the provision of comments by Sellers prevent Buyer from timely filing any such Tax Return; provided, however, that in the event that the Accounting Firm has not yet resolved any such Tax Dispute prior to the deadline for filing such Tax Return (including any extensions), Buyer will be entitled to file such Tax Return (or amendment) as prepared by Buyer subject to amendment to reflect the resolution when rendered by the Accounting Firm. Unamortized debt financing costs, change of control bonus payments and any other amounts payable by or on behalf of the Tiffin Group or Subsidiaries in connection with the transactions contemplated by this Agreement (in each case, if and solely to the extent that such costs, payments or other amounts are paid prior to the

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Closing Date or included in the calculation of Final Closing Date Tangible Net Assets or included as Closing Date Seller Transaction Expenses for purposes of the calculation of the Final Closing Cash Payment), to the extent permitted by applicable Law to be deducted for income Tax purposes on Straddle Period Returns or Pre‑Closing Period Returns, will be reported on such returns as income Tax deductions of Sellers for the Tax year (or portion thereof) that ends on or includes the Closing Date and will not be reported on any other income Tax Return of Buyer or the Tiffin Group or Subsidiaries, in each case, to the extent permitted by applicable Law.

(ii)After Closing, neither Buyer nor Sellers will (and will not allow the Tiffin Group or Subsidiaries to): (A) amend any Pre‑Closing Period Returns; (B) amend any Straddle Period Returns; or (C) make or amend any material claim, disclaimer or election in respect of Taxes for any Pre‑Closing Period or Straddle Period, in each case, without the prior written consent of the other party which consent shall not be unreasonably withheld, except as required by applicable Law. Notwithstanding the foregoing, and subject to the matters and procedures set forth on Schedule 5.8(c), the Buyer shall be permitted to file any Tax Return (other than a Pre-Closing Period Return) after Closing, without Sellers’ consent, to the extent necessary to comply with applicable tax Laws.

(c)Tax Refunds and Reductions of Tax. Following Closing, any cash Tax refunds of the Tiffin Group or Subsidiaries that are received by the Tiffin Group, Subsidiaries or Buyer, or their respective Affiliates and any amounts applied in lieu of a cash refund against Taxes of the Tiffin Group, Subsidiaries or Buyer, or their respective Affiliates, that relate to Pre‑Closing Taxes will be for the account of Sellers to the extent not adequately accounted for in the calculation of Tangible Net Assets and Buyer or its Affiliates (as applicable) will, or will cause the Tiffin Group or Subsidiaries to, pay over to Sellers any such refund or the amount of such application or benefit (in each case, other than any Pre‑Closing Tax Refunds taken into account in calculating the Estimated Closing Cash Payment or Final Closing Cash Payment, if any) within 15 days after receipt or application against Tax net of: (i) additional Taxes incurred by the Tiffin Group or Subsidiaries or Buyer on account of receipt of such Tax refunds or application; (ii) any reasonable out-of-pocket costs associated in obtaining such refunds or applications; and (iii) any Tax required to be withheld on such payment. If there is a subsequent reduction by the applicable Taxing Authority of any amounts with respect to which a payment has been made pursuant to this Section 5.8(c), then Sellers will pay Buyer an amount equal to such reduction. In addition to the foregoing, any refund, deduction or other Tax benefit to Tiffin Group, the Subsidiaries or Buyer, or their respective Affiliates, with respect to the matters identified on Schedule 5.8(c), shall be for, and credited to the account of, Sellers in accordance with the procedures set forth on Schedule 5.8(c), and Buyer and Sellers shall, and shall cause each of their Affiliates (including, as to Buyer after the Closing, Tiffin Group and the Subsidiaries) to comply with the therewith.

(d)Cooperation. The Parties will, and will cause their respective Affiliates to, provide each other with such assistance as may reasonably be requested in connection with the preparation and filing of any Tax Return of the Tiffin Group or Subsidiaries or otherwise relating to the transactions contemplated by this Agreement (including signing any Tax Return), any audit or other examination by any Taxing Authority, or any Proceedings relating to liabilities for Taxes of the Tiffin Group or Subsidiaries. Such assistance will include making employees available on a mutually convenient basis to provide additional information or explanation of material provided under this Agreement and will include providing copies of relevant Tax Returns and supporting material. The Parties and their respective Affiliates will retain for the full period of any statute of limitations, and upon reasonable request will provide the Other Party with, any records or information which may be relevant to such preparation, audit, examination, proceeding or determination.

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(e)Audits. If any Taxing Authority issues to the Tiffin Group or any of the Subsidiaries, Buyer or any of their respective Affiliates a written notice of its intent to audit, examine or conduct a Proceeding, a written notice of its determination of an objection to an assessment solely with respect to Taxes or Tax Returns of the Tiffin Group or Subsidiaries for a Pre‑Closing Period or a Straddle Period, or a written notice or inquiry with respect to any Taxes or the filing of a Tax Return, in each case, for which Sellers may be liable pursuant to Article 8 (a “Tax Claim”), Buyer will give prompt notice to Sellers of such Tax Claim following receipt; provided, however, that the failure to timely notify Sellers will not relieve Sellers from liability pursuant to Article 8 except to the extent Sellers are prejudiced as a consequence of such failure. Sellers will control, at their sole cost and expense, any Tax Claim with respect to a Pre‑Closing Period of the Tiffin Group (a “Sellers’ Tax Contest”); provided that Buyer, at its sole cost and expense, will have the right to participate in Sellers’ Tax Contest and provided further that Sellers will provide Buyer with a copy of the final resolution of Sellers’ Tax Contest. Buyer will control any Tax Claim that is not a Sellers’ Tax Contest (a “Buyer’s Tax Contest”); provided that Sellers, at Sellers’ sole cost and expense, will have the right to participate in any Buyer’s Tax Contest that relates to a Straddle Period. The Party controlling a Tax Claim described in the preceding two sentences will not agree to settle such Tax Claim if such settlement would affect the Tax liability of the Other Party without the prior written consent of such Other Party, which consent will not be unreasonably withheld, conditioned or delayed; provided that if any Party (the “First Party”) reasonably withholds consent for a settlement, the Other Party (the “Second Party”) will be entitled to enter into such settlement without the consent of the First Party so long as the Second Party agrees to indemnify the First Party for any adverse Tax consequences suffered by the First Party as a result of such settlement.