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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): October 30, 2024
Camping World Holdings, Inc.
(Exact Name of Registrant as Specified in
its Charter)
| Delaware |
|
001-37908 |
|
81-1737145 |
| (State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
2
Marriott Dr.
Lincolnshire, IL 60069
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (847) 808-3000
Not applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Class A
Common Stock, $0.01 par value per share |
CWH |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On
October 30, 2024, Camping World Holdings, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with CWGS Enterprises, LLC (“CWGS, LLC”), a Delaware limited liability company,
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule I
to the Underwriting Agreement (collectively, the “Underwriters”) in connection with the public offering, issuance and
sale by the Company of 14,634,146 shares of the Company’s Class A common stock, $0.01 par value per share (the
“Class A Common Stock”), at a public offering price of $20.50 per share, less underwriting discounts and
commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-282897) and a related
prospectus supplement filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company
also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 2,195,121 shares of its Class A
Common Stock at the public offering price, less underwriting discounts and commissions. The closing of the offering occurred on
November 1, 2024.
The Company
estimates the net proceeds from the offering will be approximately $288.8 million, after deducting underwriting discounts and commissions
and estimated offering expenses payable by the Company. The proceeds of the offering will be used by the Company to purchase 14,634,146
common units directly from CWGS, LLC, at a price per unit equal to the public offering price per share of Class A Common Stock in
the offering, less the underwriting discounts and commissions. CWGS, LLC intends to use the net proceeds from the sale of common units
to the Company for general corporate purposes, including strengthening the balance sheet, working capital for growth and debt pay down.
The Underwriting
Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations
of the parties and termination provisions.
The foregoing
description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Latham &
Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated November 1, 2024, regarding the validity of the
shares of Class A Common Stock to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this
Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CAMPING WORLD HOLDINGS, INC. |
| |
|
| |
By: |
/s/ Thomas E. Kirn |
| |
Name: |
Thomas E. Kirn |
| |
Title: |
Chief Financial Officer |
Date: November 1, 2024
Exhibit 1.1
Camping World
Holdings, Inc.
Class A
Common Stock
Underwriting Agreement
October 30, 2024
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
As representatives (the “Representatives”)
of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs & Co. LLC
200 West Street,
New York, New York 10282
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Ladies and Gentlemen:
Camping World Holdings, Inc.,
a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”),
to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 14,634,146 shares (the
“Firm Securities”) and, at the election of the Underwriters, up to 2,195,121 additional shares (the “Optional Securities”)
of Class A Common Stock, par value $0.01 per share (“Stock”) of the Company (the Firm Securities and the Optional Securities
that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
The Company is the sole managing
member of CWGS Enterprises, LLC, a Delaware limited liability company (“CWGS, LLC”). The Company, CWGS, LLC and its subsidiaries
are collectively referred to herein as the “CWGS Parties”.
1. The
Company and CWGS, LLC, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that:
(a) An
“automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the
“Act”) on Form S-3 (File No. 333- 282897) in respect of the Securities has been filed with the Securities and Exchange
Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any
post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement
or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened
by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment
thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such
registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement,
is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement)
relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary
Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including
any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part
of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter
collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the
Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of
the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance
with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the
Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; any reference to any amendment
or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective
amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under
the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated
therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed
pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated
by reference in the Registration Statement; any oral or written communication with potential investors undertaken in reliance on Rule 163B
under the Act is hereinafter called a “Testing-the-Waters Communication”; and any Testing-the-Waters Communication that is
a written communication within the meaning of Rule 405 under the Act is hereinafter called a “Written Testing-the-Waters Communication”;
and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter
called an “Issuer Free Writing Prospectus”);
(b) (A) No
order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission,
and (B) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b));
(c) For
the purposes of this Agreement, the “Applicable Time” is 6:30 p.m. (Eastern time) on the date of this Agreement. The
Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing
Disclosure Package”), as of the Applicable Time did not, and as of each Time of Delivery (as defined in Section 4(a) of
this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus
and each Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the
Pricing Prospectus or the Prospectus and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication, as supplemented
by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of each Time of Delivery will not,
include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter
Information;
(d) The
documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission,
as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed
and incorporated by reference in the Pricing Prospectus and the Prospectus or any further amendment or supplement thereto, when such documents
become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with the Underwriter Information; and no such or any other documents were filed with the Commission since the Commission’s
close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except
as set forth on Schedule II(c) hereto;
(e) The
Registration Statement conforms at the time it became effective, and the Prospectus and any further amendments or supplements to the Registration
Statement and the Prospectus on the date when such Prospectus, amendment or supplement is first filed will conform, in all material respects
to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable
effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment
or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information;
(f) None
of the CWGS Parties has, since the date of the latest audited financial statements included or incorporated by reference in the Pricing
Prospectus, (i) sustained any material loss or interference with the business of the CWGS Parties, taken as a whole, from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree
or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the CWGS
Parties taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the CWGS Parties taken as
a whole, in each case otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the Pricing Prospectus, there has not been (x) any change in the capital stock
of the CWGS Parties (other than as a result of (i) the exercise, if any, of stock options or the award, if any, of stock options
or restricted stock in the ordinary course of business pursuant to the Company’s equity plans that are described in the Pricing
Prospectus and the Prospectus or (ii) the issuance, if any, of stock upon conversion of Company securities as described in the Pricing
Prospectus and the Prospectus) or long term debt of the CWGS Parties or (y) any Material Adverse Effect (as defined below); as used
in this Agreement, “Material Adverse Effect” shall mean any material adverse change or effect, or any development involving
a prospective material adverse change or effect, in (i) the business, properties, general affairs, management, financial position,
stockholders’ equity or results of operations of the CWGS Parties, taken as a whole, except as set forth or contemplated in the
Registration Statement, the Pricing Disclosure Package and the Pricing Prospectus, or (ii) the ability of the Company to perform
its obligations under this Agreement, including the issuance and sale of the Securities, or to consummate the transactions contemplated
in the Pricing Prospectus and the Prospectus;
(g) The
CWGS Parties have good and marketable title in fee simple to all real property and good and marketable title to all personal property
owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus
or such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and any real property
and buildings held under lease by the CWGS Parties are held by them under valid, subsisting and enforceable leases except as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(h) The
CWGS Parties own or possess adequate rights to use all patents, patent applications, trademarks, service marks, trade names, trademark
registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as set forth
in the Registration Statement and Pricing Prospectus and as proposed to be conducted, except where the failure to own or possess such
rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in the
Registration Statement, the Pricing Disclosure Package and the Pricing Prospectus, the CWGS Parties have not received any written notice
of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its patents, patent rights,
licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect;
(i) The
Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own its properties and conduct its business as described in the Pricing Prospectus. The Company
has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure
to be so qualified or in good standing in any such jurisdiction would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect;
(j) Each
of CWGS, LLC and its Significant Subsidiaries (as defined in Rule 1-02(x) of Regulation S-X under the Act) has been duly formed
or incorporated, as applicable, and is validly existing in good standing under the laws of its jurisdiction of formation or incorporation,
as applicable, and each subsidiary of the Company has been listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, except for such subsidiaries as did not, in the aggregate, constitute a “significant
subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) as of the end of the year covered by such report;
(k) The
Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and non-assessable and conform in all material respects to the description
of the Stock contained in the Pricing Disclosure Package and the Prospectus; and all of the issued equity interests of CWGS, LLC and each
of its subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and, except as described in the
Registration Statement, the Pricing Disclosure Package and the Pricing Prospectus, all of the issued equity interests of each subsidiary
of CWGS, LLC (except for directors’ qualifying shares) are owned directly or indirectly by CWGS, LLC, free and clear
of all liens, encumbrances, equities or claims;
(l) The
Securities to be issued and sold by the Company to the Underwriters hereunder have been duly and validly authorized and, when issued or
transferred, as applicable, and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid
and non-assessable and will conform to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and
the issuance of the Securities is not subject to any preemptive or similar rights;
(m) The
issue and sale of the Securities and the compliance by the Company and CWGS, LLC with this Agreement and the consummation of the transactions
contemplated in this Agreement and the Pricing Prospectus (A) will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement
or instrument to which any of the CWGS Parties is a party or by which any of the CWGS Parties is bound or to which any of the property
or assets of the CWGS Parties is subject, (B) will not result in any violation of the Certificate of Incorporation or By-laws of
the Company or the Certificate of Formation or Limited Liability Company Agreement of any of the CWGS Parties or (C) will not result
in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction
over the CWGS Parties or any of their properties; except in the case of clauses (A) and (C) above for such conflicts, breaches,
violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and
no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Securities or the consummation by the CWGS Parties of the transactions contemplated by this Agreement,
except for the registration under the Act of the Securities, and such consents, approvals, authorizations, orders, registrations or qualifications
as (i) may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities
by the Underwriters or (ii) will have been obtained or made on or prior to the closing of the offering;
(n) None
of the CWGS Parties is (i) in violation of its Certificate of Incorporation or Certificate of Formation, as applicable, or By-laws,
Limited Liability Company Agreement or Operating Agreement, as applicable, (ii) in violation of any statute or any judgment, order,
rule or regulation of any court or governmental agency or body having jurisdiction over each of the CWGS Parties or any of their
properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in
any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or
any of its properties may be bound, except, in the case of the foregoing clauses (ii) and (iii), for such defaults as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(o) The
statements set forth in the Pricing Prospectus and Prospectus under the caption “Description of Capital Stock”, insofar as
they purport to constitute a summary of the terms of the Stock, under the caption “Material U.S. Federal Income Tax Consequences
to Non-U.S. Holders”, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the
laws and documents referred to therein, are accurate, complete and fair in all material respects;
(p) Other
than as set forth in the Pricing Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims,
suits, arbitrations, inquiries or proceedings (“Actions”) pending to which any of the CWGS Parties or, to the knowledge of
the Company or CWGS, LLC, any officer or director of the Company is a party or of which any property or assets of the CWGS Parties or,
to the knowledge of the Company or CWGS, LLC, any officer or director of each of the Company and CWGS, LLC is the subject which, if determined
adversely to the CWGS Parties (or such officer or director), would individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and, to the knowledge of the Company or CWGS, LLC, no such proceedings are threatened or contemplated by governmental
authorities or others; there are no current or pending Actions that are required under the Act to be described in the Registration Statement
or the Pricing Prospectus that are not so described therein; and there are no statutes, regulations or contracts or other documents that
are required under the Act to be filed as exhibits to the Registration Statement or described in the Registration Statement and the Pricing
Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement and the Pricing
Prospectus;
(q) The
Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not
be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”);
(r) (A) (i) At
the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying
with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant
to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting
on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities
in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in
Rule 405 under the Act; and (B) at the time of filing the Registration Statement and any post-effective amendment thereto, at
the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under
the Act) of the Securities, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405
under the Act;
(s) Deloitte &
Touche LLP, who have certified certain financial statements of the Company and its subsidiaries, and have audited the Company’s
internal control over financial reporting and management’s assessment thereof, are independent public accountants as required by
the Act and the rules and regulations of the Commission thereunder;
(t) The
Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) that (i) complies with the requirements of the Exchange Act, (ii) has been designed by the Company’s principal
executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles and (iii) is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s
general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in
accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and the Company’s internal
control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial
reporting;
(u) Since
the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there has been no
change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely
to materially adversely affect, the Company’s internal control over financial reporting;
(v) The
Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that
comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information
relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial
officer by others within those entities; and such disclosure controls and procedures are effective;
(w) None of
the CWGS Parties, nor, to the knowledge of the Company or CWGS, LLC, any director, officer, employee, agent, controlled affiliate or other
person acting on behalf of the CWGS Parties has (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment
or other unlawful expense (or taken any act in furtherance thereof); (ii) made, offered, promised or authorized any direct or indirect
unlawful payment; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended,
or the rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or any other applicable anti-corruption, anti-bribery
or related law, statute or regulation (collectively, “Anti-Corruption Laws”); the Company and its subsidiaries have conducted
their businesses in compliance with Anti-Corruption Laws and have instituted and maintained and will continue to maintain policies and
procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained
herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in
violation of Anti-Corruption Laws;
(x) The operations
of the CWGS Parties are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws,
including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations
promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the CWGS Parties conduct business, the
rules and regulations thereunder and any related or similar rules, regulation or guidelines issued, administered or enforced by any
governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the CWGS Parties with respect to the Money Laundering Laws is pending
or, to the knowledge of the Company, threatened;
(y) None of
the CWGS Parties nor, to the knowledge of the Company or CWGS, LLC, any director, officer, employee, agent, controlled affiliate or other
person acting on behalf of the CWGS Parties is (i) currently the subject or the target of any sanctions administered or enforced
by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or
“blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant
sanctions authority (collectively, “Sanctions”), (ii) located, organized, or resident in a country or territory that
is the subject or target of Sanctions (a “Sanctioned Jurisdiction”), and the Company will not directly or indirectly use the
proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any
country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (ii) in any other manner that
will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor
or otherwise) of Sanctions; neither the CWGS Parties is engaged in, or has, at any time since April 24, 2019, engaged in, any dealings
or transactions with or involving any individual or entity that was or is, as applicable, at the time of such dealing or transaction,
the subject or target of Sanctions or with any Sanctioned Jurisdiction; the CWGS Parties have instituted, and maintain, policies and procedures
designed to promote and achieve continued compliance with Sanctions;
(z) The
financial statements included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related schedules
and notes, present fairly in all material respects the financial position of the Company and its subsidiaries at the dates indicated and
the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified;
said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied
on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information
required to be stated therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are
required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations
promulgated thereunder. All disclosures contained in the Registration Statement, the Pricing Prospectus and the Prospectus regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects
with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable;
(aa) The CWGS Parties’
information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively,
“IT Systems”) are, to the knowledge of the Company, adequate for, and operate and perform in all material respects as required
in connection with the operation of the business of the CWGS Parties as currently conducted, free and clear of all material bugs, errors,
defects, Trojan horses, time bombs, malware and other corruptants; the CWGS Parties have implemented and maintained commercially reasonable
controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous
operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential
or regulated data (“Personal Data”)) used in connection with their businesses, and, there have been no breaches, violations,
outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the
duty to notify any other person, nor any incidents under internal review or investigations relating to the same; the CWGS Parties are
presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,
misappropriation or modification;
(bb) No forward-looking
statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included or incorporated by reference
in any of the Registration Statement, the Pricing Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith;
(cc) Nothing has
come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in each
of the Registration Statement, the Pricing Prospectus and the Prospectus is not based on or derived from sources that are reliable and
accurate in all material respects;
(dd) Subject to
the credit agreements governing the Senior Secured Credit Facilities and the Floor Plan Facility (each as defined in the Registration
Statement) and except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no Significant
Subsidiary (as defined in Rule 1-02(x) of Regulation S-X under the Act) of the Company or CWGS, LLC is currently prohibited,
directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the
Company or CWGS, LLC, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company or CWGS,
LLC, any loans or advances to such subsidiary from the Company or CWGS, LLC, or from transferring any of such subsidiary’s properties
or assets to the Company or CWGS, LLC or any other subsidiary of the Company or CWGS, LLC;
(ee) None of the
CWGS Parties is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to
a valid claim against any of the CWGS Parties or any Underwriter for a brokerage commission, finder’s fee or like payment in connection
with the offering and sale of the Securities;
(ff) Except as described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no person has the right to require the Company to register
any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission;
(gg) Neither the
Company nor any of its affiliates has taken or will take, directly or indirectly, any action designed to or that could reasonably be expected
to cause or result in the stabilization or manipulation of the price of any security of the Company or any of its subsidiaries in connection
with the offering of the Securities;
(hh) There is and
has been no failure on the part of the Company or, to the knowledge of the Company or CWGS, LLC, any of the Company’s directors
or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and
regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and
Sections 302 and 906 related to certifications;
(ii) None of
the CWGS Parties has any debt securities or preferred stock that is rated by any “nationally recognized statistical rating agency”
(as that term is defined by the Commission for the purposes of Section 3(a)(62) under the Exchange Act);
(jj) The CWGS Parties
possess all licenses, certificates, permits and other authorizations (collectively, “Governmental Licenses”) issued by, and
have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that
are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in
the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and except as described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, none of the CWGS Parties has received written notice of any revocation or modification of any such Governmental
Licenses or has any reason to believe that any such Governmental Licenses will not be renewed in the ordinary course, except as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(kk) The CWGS Parties,
taken as a whole, are insured against such losses and risks and in such amounts as are prudent and customary in the businesses in which
they are engaged and as required by law.
(ll) Except as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no labor disturbance by or dispute with
employees of any of the CWGS Parties exists or, to the knowledge of the Company or CWGS, LLC, is threatened;
(mm) Except as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or as otherwise disclosed in the Registration
Statement, the Pricing Disclosure Package or the Prospectus, the CWGS Parties have filed all federal, state, local and foreign tax returns
required to be filed by them (taking into account valid extensions of time to file) through the date hereof and have paid all federal,
state, local and foreign taxes required to be paid by them through the date hereof, in each case, other than with respect to those taxes
being contested in good faith by appropriate proceedings and for which adequate accruals have been established in accordance with generally
accepted accounting principles;
(nn) Except as would,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each employee benefit plan, within
the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which
the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of
corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have
any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes,
orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning
of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant
to a statutory or administrative exemption; (iii) each Plan that is subject to the funding rules of Section 412 of the
Code or Section 302 of ERISA, has complied with the funding requirements of Section 412 of the Code or Section 302 of ERISA;
(iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined
based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of
ERISA) has occurred or is reasonably expected to occur; (vi) neither the Company nor any member of the Controlled Group has incurred,
nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension
Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”,
within the meaning of Section 4001(a)(3) of ERISA); and (vii) there is no pending audit or investigation by the Internal
Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign
regulatory agency with respect to any Plan. None of the following events has occurred or is reasonably likely to occur: (x) a material
increase in the aggregate amount of contributions required to be made to all Plans by the Company or its subsidiaries in the current fiscal
year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries’
most recently completed fiscal year; or (y) a material increase in the Company and its subsidiaries’ “accumulated post-retirement
benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations
in the Company and its subsidiaries’ most recently completed fiscal year;
(oo) The CWGS Parties
(a) are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations,
requirements, decisions, judgments, decrees, legally-binding orders and principles of common law relating to pollution or the protection
of the environment, natural resources or human health or safety (as related to occupational exposure to hazardous substances), including
those relating to the generation, storage, treatment, use, handling, transportation, Release or threat of Release of Hazardous Materials
(collectively, “Environmental Laws”), except for noncompliance that could not reasonably be expected to result in liability
to the CWGS Parties, taken as a whole, (b) have received and are in compliance with all permits, licenses, certificates or other
authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, except for noncompliance
that could not reasonably be expected to result in liability to the CWGS Parties, taken as a whole, (c) have not received notice
of any actual or potential liability of the CWGS Parties under or relating to, or actual or potential violation by the CWGS Parties of,
any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, and
have no knowledge of any event or condition that would reasonably be expected to result in issuance of any such notice, (d) are not
conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental
Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation or liability under any
Environmental Law; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the CWGS Parties,
except in the case of (i) and (ii) above, for any such matter, as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect; and (iii) except as described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, (a) there are no proceedings that are pending, or that are known by the Company or CWGS, LLC to be contemplated,
against any of the CWGS Parties under any Environmental Laws in which a governmental entity is also a party, other than such proceedings
regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (b) the Company and CWGS, LLC
are not aware of any existing facts or circumstances regarding CWGS’s compliance with Environmental Laws, or its liabilities or
other obligations under Environmental Laws, including the Release or threat of Release of Hazardous Materials that could, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (c) none of the CWGS Parties anticipates capital
expenditures relating to compliance with any Environmental Laws that could, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. “Hazardous Materials” means any material, chemical, substance, waste, pollutant, contaminant,
compound, or mixture, in any form or amount, including petroleum and petroleum by-products, asbestos and asbestos containing materials,
that is regulated or which can give rise to liability under any Environmental Law. “Release” means any spilling, leaking,
seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing
or migrating in, into or through the environment, or in, into, from or through any building or structure; and
(pp) This Agreement
has been duly authorized, executed and delivered by the Company and CWGS, LLC.
2. Subject
to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $19.808125, the number
of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that
the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to
each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase
price per share set forth in clause (a) of this Section 2 (provided that the purchase price per Optional Security shall be reduced
by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable
on the Optional Securities), that portion of the number of Optional Securities as to which such election shall have been exercised (to
be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the
numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the
name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Securities that all of the
Underwriters are entitled to purchase hereunder.
The Company hereby grants to
the Underwriters the right to purchase at their election up to 2,195,121 Optional Securities, at the purchase price per share set forth
in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per share equal to any dividends
or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election
to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar
days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which
such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined
in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than one or later than ten business days
after the date of such notice.
3. Upon
the authorization by you of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the
terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.
4. (a) The
Securities to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered
in such names as the Representative may request upon at least twenty-four hours’ prior notice to the Company shall be delivered
by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for
the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of
Federal (same-day) funds to the account specified by the Company to the Representatives at least twenty-hour hours in advance. The Company
will cause the certificates, if any, representing the Securities to be made available for checking and packaging at least twenty-four
hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated
Office”). The time and date of such delivery and payment shall be, with respect to the Firm Securities, 9:30 a.m., New York City
time, on November 1, 2024 or such other time and date as the Representatives and the Company may agree upon in writing, and, with
respect to the Optional Securities, 9:30 a.m., New York time, on the date specified by the Representatives in the written notice given
by the Representatives of the Underwriters’ election to purchase such Optional Securities, or such other time and date as the Representatives
and the Company may agree upon in writing. Such time and date for delivery of the Firm Securities is herein called the “First Time
of Delivery”, such time and date for delivery of the Optional Securities, if not the First Time of Delivery, is herein called the
“Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.
(b) The
documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including
the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof,
will be delivered at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (the “Closing
Location”), and the Securities will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held
at the Closing Location at 5:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which
meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive
order to close.
5. The
Company agrees with each of the Underwriters:
(a) To
prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act prior to
the earlier of (i) the First Time of Delivery and (ii) the Commission’s close of business on the second business day following
the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement, the Basic
Prospectus or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof;
to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed
or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly
all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly
all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or
in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of
the Securities; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities, of any notice of
objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Act, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening
of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement
or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain
the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without
limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit
offers and sales of the Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment
or new registration statement);
(b) If
required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form of prospectus
pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no
further amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice therereof;
(c) If
by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the
Securities remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new automatic
shelf registration statement relating to the Securities, in a form satisfactory to you. If at the Renewal Deadline the Company is no longer
eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf registration
statement relating to the Securities, in a form satisfactory to you and will use its best efforts to cause such registration statement
to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to
the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such
new shelf registration statement, as the case may be;
(d) Promptly
from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities
laws of such jurisdictions as you may request and to use its commercially reasonable efforts to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the
Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction or to subject itself to taxation in any such jurisdiction in which it was not otherwise
subject to taxation;
(e) Prior
to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish
the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request,
and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at
any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the
Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement
the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the
Act or the Exchange Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter
and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus
or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter
is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection
with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at
the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of
an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(f) To
make generally available to its securityholders as soon as practicable (which may be satisfied by filing its Annual Report on Form 10-K
with the Commission’s EDGAR system), but in any event not later than sixteen months after the effective date of the Registration
Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not
be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including,
at the option of the Company, Rule 158);
(g) During
the period beginning from the date hereof and continuing to and including the date 60 days after the date of the Prospectus, not to (i) offer,
sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly,
or file with the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar
to the Securities, including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible
into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, or publicly disclose
the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers,
in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise (other
than the Securities to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of
convertible or exchangeable securities outstanding as of, the date of this Agreement), without the Representatives’ prior written
consent; provided, however, that the restrictions in the foregoing sentence shall not apply to (a) the Securities to
be sold hereunder; (b) Stock or any securities (including without limitation options, restricted stock or restricted stock units)
convertible into, or exercisable for, shares of Stock pursuant to any employee stock option plan, incentive plan, stock plan, dividend
reinvestment plan or otherwise in equity compensation arrangements in place as of the Applicable Time and as described in the Pricing
Disclosure Package; (c) the grant of awards pursuant to employee stock option plan or arrangements in place as of the Applicable
Time and as described in the Pricing Disclosure Package; (d) the filing of a registration statement on Form S-8 in connection
with the registration of Stock issuable under any employee performance incentive plan adopted and approved by the Company’s board
of directors; (e) shares of Stock issued in exchange for common units of CWGS, LLC pursuant to the terms CWGS LLC Agreement and (f) the
issuance of up to 10% of the outstanding shares of Stock (determined after giving effect to the assumed exchange of all common units of
CWGS, LLC then outstanding for newly issued shares of Stock on a one-for-one basis) in connection with the acquisition of the assets of,
or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with its acquisition by the
Company or any of its subsidiaries of such entity; provided that each recipient of any shares of Stock pledged, issued or sold
pursuant to clause (e) above executes and delivers to the Representatives prior to such issuance or sale (as the case may be) an
agreement having substantially the same terms as the lock-up letters described in Section 8(i) of this Agreement;
(h) To
pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Act
without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;
(i) To
use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing
Prospectus under the caption “Use of Proceeds”;
(j) To
use its best efforts to list, subject to notice of issuance, the Securities on the New York Stock Exchange (the “Exchange”);
and
(k) Upon
request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks,
servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line
offering of the Securities (the “License”); provided, however, that the License shall be used solely for the purpose
described above, is granted without any fee and may not be assigned or transferred.
6.
(a) The
Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating
to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter
represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer
relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; any such free writing
prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II(a) hereto;
(b) The
Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where required and legending;
(c) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication
any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication would
conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives,
will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Written Testing-the-Waters Communication
or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall
not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with the Underwriter
Information;
(d) The
Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters
Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives with entities that the Company
reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited
investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) and (a)(13) under the Act; and (ii) it
has not distributed, or authorized any other person to distribute, any Written Testing-the-Waters Communication, other than those distributed
with the prior consent of the Representatives that are listed on Schedule II(d) hereto; and the Company reconfirms that the Underwriters
have been authorized to act on its behalf in engaging in Testing-the-Waters Communications; and
(e) Each
Underwriter represents and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such Underwriter
reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited
investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) and (a)(13) under the Act.
7. The
Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under
the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, the
Basic Prospectus, any Preliminary Prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the
cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including
any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all
expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(c) hereof,
including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and
in connection with the Blue Sky survey; (iv) all fees and expenses in connection with listing the Securities on the Exchange; (v) the
filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with,
any required review by the Financial Industry Regulatory Authority (“FINRA”) of the terms of the sale of the Securities; provided,
that the reasonable fees of counsel for the Underwriters relating to subclauses (iii) and (v) of this Section 7 shall not
exceed $15,000 in the aggregate; (vi) the cost of preparing the Securities; (vii) the cost and charges of any transfer agent
or registrar; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 9 and 12
hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of
any of the Securities by them, and any advertising expenses connected with any offers they may make and that the Underwriters shall be
responsible for 50% of the cost of any chartered plane, jet, private aircraft, other aircraft or other transportation chartered in connection
with any “road show” presentation to investors undertaken in connection with the offering.
8. The
obligations of the Underwriters hereunder, as to the Securities to be delivered at each Time of Delivery, shall be subject, in
their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of
the Applicable Time and such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:
(a) The
Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material
required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the
applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall have been
initiated or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending
or preventing the use of the Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened
by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable
satisfaction;
(b) Weil,
Gotshal & Manges LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated such
Time of Delivery, in form and substance satisfactory to you and such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) Latham &
Watkins LLP, counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance
reasonably satisfactory to you;
(d) On
the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date
of any post effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at the Time of Delivery,
Deloitte & Touche LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form
and substance satisfactory to you;
(e) (i)
None of the CWGS Parties shall have sustained since the date of the latest audited financial statements included or incorporated by reference
in the Pricing Prospectus any loss or interference with the business of the CWGS Parties, taken as a whole, from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, except
as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Pricing Prospectus, and (ii) since
the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capital stock
or in the long term debt of the CWGS Parties, or any change or effect, or any development involving a prospective change or effect, in
(x) the business, properties, general affairs, management, financial position, stockholders’ equity or results of operations
of the CWGS Parties, taken as a whole, except as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package
and the Pricing Prospectus, or (y) the ability of the Company to perform its obligations under this Agreement, including the issuance
and sale of the Securities, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus, the effect of
which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable
or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at such Time of Delivery on the terms
and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(f) On
or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading
in securities generally on the Exchange or the Nasdaq Global Market; (ii) a suspension or material limitation in trading in the Company’s
securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State
authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the
outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war
or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United
States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at such Time of Delivery on the terms
and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(g) The
Company shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses on the
New York Business Day next succeeding the date of this Agreement;
(h) The
Securities shall have been duly listed, subject to notice of issuance, on the Exchange; and
(i) The
Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each officer, director and stockholder
of the Company listed on Schedule III hereto, substantially to the effect set forth in Annex I hereto in form and substance satisfactory
to you; and
(j) The
Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company and CWGS,
LLC, respectively, satisfactory to you as to the accuracy of the representations and warranties of the Company and CWGS, LLC, respectively,
herein at and as of such Time of Delivery, as to the performance by the Company and CWGS, LLC, respectively, of all of their respective
obligations hereunder to be performed at or prior to such Time of Delivery, as to such matters as you may reasonably request, and the
Company and CWGS, LLC shall have furnished or caused to be furnished certificates, as to the matters set forth in subsections (a) and
(e) of this Section 8 and as to such other matters as you may reasonably request.
9. (a) The
Company and CWGS, LLC, jointly and severally, will indemnify and hold harmless each Underwriter and its affiliates against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing
Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow”
as defined in Rule 433(h) under the Act (a “roadshow”), any “issuer information” filed or required
to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters Communication, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and CWGS,
LLC shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus,
any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing
Prospectus, or any Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information.
(b) Each
Underwriter will indemnify and hold harmless each of the Company and CWGS, LLC against any losses, claims, damages or liabilities to which
the Company or CWGS, LLC may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or
supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow, or any Testing-the-Waters Communication, or arise out of or
are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing
Prospectus or the Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any
Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information; and will reimburse each of the
Company and CWGS, LLC for any legal or other expenses reasonably incurred by the Company or CWGS, LLC in connection with investigating
or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an Underwriter and an applicable
document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through
the Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter
consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures
appearing in the fifth paragraph under the caption “Underwriting”, and the information contained in the tenth, eleventh and
twelfth paragraphs under the caption “Underwriting”.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any
liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying
party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of
this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from
the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of
any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified
party.
(d) If
the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company and CWGS, LLC on the one hand and the Underwriters on the other from the offering of the Securities. If, however,
the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute
to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company and CWGS, LLC on the one hand and the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and CWGS, LLC on the one hand and the Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company
and CWGS, LLC bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the
table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company and CWGS, LLC on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The Company, CWGS, LLC and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.
(e) The
obligations of each of the Company and CWGS, LLC under this Section 9 shall be in addition to any liability which each of the Company
and CWGS, LLC may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of each
Underwriter, each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer or other affiliate
of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company
(including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company)
and to each person, if any, who controls the Company within the meaning of the Act.
10. (a) If
any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder at a Time of Delivery,
you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein.
If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company
shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to
purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have
so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities,
you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements,
and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under
this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.
(b) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the
Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased does not exceed one
eleventh of the aggregate number of all the Securities to be purchased at such Time of Delivery, then the Company shall have the right
to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such
Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities
which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements
have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the
Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased exceeds one eleventh
of the aggregate number of all the Securities to be purchased at such Time of Delivery, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company
to sell the Optional Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company,
except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution
agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11. The
respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in
full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter
or any director, officer, employee, affiliate or controlling person of any Underwriter, or the Company, or any officer, director, affiliate
or controlling person of the Company, and shall survive delivery of and payment for the Securities.
12. If
this Agreement shall be terminated pursuant to Section 10 hereof, neither the Company nor CWGS, LLC shall then be under any liability
to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, any Securities are not delivered by or
on behalf of the Company as provided herein, the Company and CWGS, LLC, jointly and severally, will reimburse the Underwriters through
you for all reasonable and documented out of pocket expenses approved in writing by you, including reasonable and documented fees and
disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Securities
not so delivered, but the Company and CWGS, LLC shall then be under no further liability to any Underwriter except as provided in Sections
7 and 9 hereof.
13. In
all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you by Goldman Sachs & Co. LLC
and J.P. Morgan Securities LLC on behalf of you as the Representatives.
All statements, requests,
notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile
transmission to you as the Representatives in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198,
Attention: Registration Department or J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Equity Syndicate
Desk, Fax: 212-622-8358; and if to the Company or CWGS, LLC shall be delivered or sent by mail, telex or facsimile transmission to the
address of the Company set forth in the Registration Statement, Attention: Chief Financial Officer; provided, however, that any notice
to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address
will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt
thereof.
In accordance with the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain,
verify and record information that identifies their respective clients, including the Company, which information may include the name
and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective
clients.
14. This
Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company, CWGS, LLC and, to the extent provided
in Sections 9 and 11 hereof, the officers and directors of each of the Company and CWGS, LLC and each person who controls the Company
and CWGS, LLC or any Underwriter, or any director, officer, employee, or affiliate of any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser
of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
15. Time
shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s
office in Washington, D.C. is open for business.
16. Each
of the Company and CWGS, LLC acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement
is an arm’s-length commercial transaction between the Company and CWGS, LLC on the one hand, and the several Underwriters, on the
other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal
and not the agent or fiduciary of the Company or CWGS, LLC, (iii) no Underwriter has assumed an advisory or fiduciary responsibility
in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such
Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations
expressly set forth in this Agreement, (iv) the Company and CWGS, LLC consulted their own legal and financial advisors to the extent
it deemed appropriate. Each of the Company and CWGS, LLC and (v) none of the activities of the Underwriters in connection with the
transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with
respect to any entity or natural person. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered
advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or CWGS, LLC, in connection with such transaction
or the process leading thereto.
17. This
Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, CWGS, LLC and the Underwriters,
or any of them, with respect to the subject matter hereof.
18. This
Agreement and any transaction contemplated by this Agreement shall be governed by and construed in accordance with the laws of the State
of New York without regard to principles of conflict of laws that would results in the application of any other law than the laws of the
State of New York. The Company agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated
by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not
have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the
jurisdiction of, and to venue in, such courts.
19. The
Company, CWGS, LLC and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
20. This
Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be
an original, but all such respective counterparts shall together constitute one and the same instrument. Counterparts may be delivered
via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
21. Notwithstanding
anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment
and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided
to the Company relating to that treatment and structure, without the Underwriters’ imposing any limitation of any kind. However,
any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply)
to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited
to any facts that may be relevant to that treatment.
22. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In the event that
any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to
no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed
by the laws of the United States or a state of the United States.
(c) As used in this section:
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity”
means any of the following:
(i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.
“U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing is in accordance
with your understanding, please sign and return to us one for the Company and the Representatives plus one for each counsel counterparts
hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute
a binding agreement among each of the Underwriters and the Company and CWGS, LLC. It is understood that your acceptance of this letter
on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which
shall be submitted to the Company and CWGS, LLC for examination upon request, but without warranty on your part as to the authority of
the signers thereof.
[Signature Pages Follow]
| | Very truly yours, |
| | | |
| | | Camping World Holdings, Inc. |
| | | |
| | | By: |
/s/ Lindsey J. Christen |
| | | |
Name: Lindsey J. Christen |
| | | |
Title: Chief Administrative and Legal
Officer |
| | | CWGS Enterprises, LLC |
| | | |
| | | By: |
/s/ Lindsey J. Christen |
| | | |
Name: Lindsey J. Christen |
| | | |
Title: Chief Administrative and Legal
Officer |
| Accepted as of the date hereof: | | |
| | | |
| Goldman Sachs & Co. LLC | | |
| | | |
| By: |
/s/ Timothy Carson | | |
| |
Name: Timothy Carson | | |
| |
Title: Managing Director | | |
| J.P. Morgan Securities LLC | | |
| | | |
| By: |
/s/
Manoj Vemula | | |
| |
Name: Manoj Vemula | | |
| |
Title: Executive Director | | |
On behalf of each of the Underwriters
SCHEDULE I
| Underwriter | |
Total Number of
Firm Securities
to be Purchased | | |
Number of
Optional Securities
to be Purchased if
Maximum Option
Exercised | |
| Goldman Sachs & Co. LLC | |
| 6,967,553 | | |
| 1,045,132 | |
| J.P. Morgan Securities LLC | |
| 4,002,635 | | |
| 600,395 | |
| BofA Securities, Inc. | |
| 1,409,214 | | |
| 211,382 | |
| Wells Fargo Securities, LLC | |
| 563,686 | | |
| 84,553 | |
| KeyBanc Capital Markets Inc. | |
| 563,686 | | |
| 84,553 | |
| BMO Capital Markets Corp. | |
| 563,686 | | |
| 84,553 | |
| Robert W. Baird & Co. Incorporated | |
| 563,686 | | |
| 84,553 | |
| Total | |
| 14,634,146 | | |
| 2,195,121 | |
SCHEDULE II
(a) Issuer Free Writing Prospectuses not included in the Pricing
Disclosure Package:
Electronic roadshow dated October 2024
(b) Additional Documents Incorporated by Reference:
None
(c) Information other than the Pricing Prospectus that comprise
the Pricing Disclosure Package:
The public offering price per share for the Securities
is $20.50
The number of Firm Securities purchased by the Underwriters
is 14,634,146
The number of Optional Securities that the Underwriters
may purchase from the Company is 2,195,121
(d) Written Testing-the-Waters Communications
Reference is made to the materials used in the
testing-the-waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a
“written communication” within the meaning of Rule 405 of the Act
SCHEDULE III
Parties to Lock-Up Agreements
| Name of Stockholder |
| 1. Marcus A. Lemonis |
| 2. Thomas E. Kirn |
| 3. Matthew D. Wagner |
| 4. Lindsey J. Christen |
| 5. Andris A. Baltins |
| 6. Brian P. Cassidy |
| 7. Mary J. George |
| 8. Kathleen S. Lane |
| 9. Michael W. Malone |
| 10. Brent L. Moody |
| 11. K. Dillon Schickli |
| 12. CVRV Acquisition LLC |
| 13. CVRV Acquisition II LLC |
| 14. Crestview Advisors, L.L.C. |
ANNEX I
[FORM OF LOCK-UP AGREEMENT]
Camping World Holdings, Inc.
Lock-Up Agreement
, 2024
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
As representatives of the several Underwriters
c/o Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282-2198
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Re: Camping
World Holdings, Inc.- Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands
that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting
Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”),
with Camping World Holdings, Inc., a Delaware corporation (the “Company”), and CWGS Enterprises, LLC, a Delaware limited
liability company (“CWGS, LLC”), providing for a public offering (the “Public Offering”) of shares (the “Shares”)
of the Class A common stock, par value $0.01 per share, of the Company (the “Common Stock”) pursuant to a Registration
Statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”).
In consideration of the agreement
by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to
and including the date 60 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”)
(such period, the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer,
sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise
transfer or dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities
convertible into, exchangeable for or that represent the right to receive shares of Common Stock (such shares of Common Stock, options,
rights, warrants or other securities, collectively, “Lock-Up Securities”), including without limitation any such Lock-Up Securities
now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without
limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or
any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected
to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned),
or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities,
whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other
securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”),
(iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise
publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or
(iii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates
to be or become, currently a party to any agreement or arrangement that provides for, is designed to or reasonably could be expected to
lead to or result in any Transfer during the Lock-Up Period.
Notwithstanding the foregoing, the undersigned
may:
(a) transfer the undersigned’s
Lock-Up Securities
| (i) | to the Company or any of its subsidiaries in connection with the purchase of common units of CWGS, LLC
from the undersigned, by the Company or any of its subsidiaries; |
| (ii) | pursuant to any exchange of common units of CWGS, LLC for a corresponding number of Lock-Up Securities,
in accordance with the amended and restated CWGS LLC Agreement (as defined in the Prospectus), provided that none of the Lock-Up Securities
received in exchange may be transferred, sold or otherwise disposed of until after the expiration of the Lock-Up Period and shall remain
subject to the restrictions herein; |
| (iii) | as a result of the redemption by the Company, CWGS, LLC or their affiliates of Lock-Up Securities held
by or on behalf of an employee in connection with the termination of such employee’s employment; |
| (iv) | as part of the repurchase of Lock-Up Securities by the Company, not at the option of the undersigned,
pursuant to an employee benefit plan described in the preliminary prospectus supplement for the Public Offering (including the information
incorporated therein by reference) or pursuant to the agreements pursuant to which such Lock-Up Securities were issued; provided
that if the undersigned is required to file a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the undersigned shall include a statement in such report regarding the reason for such transfer and that such transfer of Lock-Up Securities
was solely to the Company; |
| (v) | acquired by the undersigned (a) in the open market after the completion of the Public Offering or
(b) from the Underwriters in the Public Offering; |
| (vi) | as a bona fide gift or gifts or charitable contributions, or for bona fide estate planning purposes;
provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; and provided,
further that such transfer shall not involve a disposition for value; |
| (vii) | to any beneficiary of the undersigned pursuant to a will, other testamentary document or intestate succession
to the legal representatives, heirs, beneficiary or immediate family member (for purposes of this Lock-Up Agreement, “immediate
family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than
first cousin) of the undersigned, provided that the donee or donees, beneficiary or beneficiaries, heir or heirs or legal representatives
thereof agree to be bound in writing by the restrictions set forth herein; and provided, further that such transfer shall
not involve a disposition for value; |
| (viii) | to any trust, partnership, limited liability company or other entity for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust or the partnership or limited
liability company or other entity agrees to be bound in writing by the restrictions set forth herein, and provided, further
that any such transfer shall not involve a disposition for value; |
| (ix) | to any immediate family member or other dependent; provided that the transferee agrees to be bound
in writing by the restrictions set forth herein; and provided, further, that any such transfer shall not involve a disposition
for value; |
| (x) | to the undersigned’s affiliates, subsidiaries, partners, members, shareholders or to any investment
fund or other entity controlled or managed by the undersigned; provided that the transferee agrees to be bound in writing by the
restrictions set forth herein; and provided, further, that any such transfer shall not involve a disposition for value; |
| (xi) | to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible
under clauses (vii) through (x) above; provided that the transferee agrees to be bound in writing by the restrictions
set forth herein; and provided, further, that any such transfer shall not involve a disposition for value; |
| (xii) | pursuant to an order of a court or regulatory agency or to comply with any regulations related to the
undersigned’s ownership of Lock-Up Securities; provided that in the case of any transfer or distribution pursuant this clause,
any filing under the Exchange Act reporting a reduction in beneficial ownership of the Lock-Up Securities shall state that such transfer
is pursuant to an order of a court or regulatory agency or to comply with any regulations related to the ownership of the Lock-Up Securities
unless such a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority unless such
a statement would be prohibited by any applicable law, regulation or order of a court or regulatory agency; |
| (xiii) | by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree
or separation agreement; provided that the transferee agrees to be bound in writing by the restrictions set forth herein; |
| (xiv) | to the Company or its affiliates upon death, disability or termination of employment, in each case, of
the undersigned; |
| (xv) | to the Company or its affiliates (A) deemed to occur upon the cashless exercise of options or (B) for
the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the
exercise of such options or as a result of the vesting of Lock-Up Securities under restricted stock units or restricted stock awards,
in each case pursuant to employee benefit plans disclosed in the preliminary prospectus supplement for the Public Offering (including
the information incorporated therein by reference) or pursuant to the agreements pursuant to which such Common Stock was issued; provided
that in the case of any transfer or distribution pursuant this clause, except as a result of the vesting of Lock-Up Securities under restricted
stock units or restricted stock awards, no filing under the Exchange Act reporting a reduction in beneficial ownership of Lock-Up Securities
shall be voluntarily made during the Lock-Up Period; or |
| (xvi) | with the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC on behalf
of the Underwriters; |
provided that (A) in the case of
clauses (a)(ii) and (v)-(xi), no filing by any party (including, without limitation, any donor, donee, devisee, transferor, transferee,
distributor or distributee) under the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial
ownership of Lock-Up Securities shall be required or shall be voluntarily made in connection with such transfer or distribution (other
than (x) a required filing on a Form 5 made after the expiration of the Lock-Up Period and (y) in the case of (a)(vi) and
(vii), a required filing on a Form 4 that discloses therein that such transfer is a disposition for no value and that the donee,
devisee, transferee or distributee has agreed to be bound by a lock-up agreement in the form of this Lock-Up Agreement (and if the transferee
is a person, trust or entity that would report a corresponding acquisition of such securities on the undersigned’s Form 4,
and such acquisition is entitled to be reported on a Form 5, such acquisition may be voluntarily reported on such Form 4)),
and (B) in the case of clauses (a)(iii), (iv), (xiii), (xiv) and (xv), no filing under the Exchange Act or other public filing,
report or announcement shall be voluntarily made, and if any such filing, report or announcement shall be legally required during the
Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto (A) the circumstances of such
transfer or distribution and (B) in the case of a transfer or distribution pursuant to clause (a)(xiii) above, that the donee,
devisee, transferee or distributee has agreed to be bound by a lock-up agreement in the form of this Lock-Up Agreement;
(b) (i) enter into any transactions
effectuated pursuant to a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”)
in effect as of the date of this Lock-Up Agreement relating to the transfer, sale or other disposition of the undersigned’s Lock-Up
Securities, if then permitted by the Company, provided that none of the securities subject to such plan may be transferred, sold or otherwise
disposed of during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 30 days after
the date of the Prospectus, and no public announcement or filing shall be required or voluntarily made by any person in connection therewith
until after the expiration of such period; and (ii) enter into a 10b5-1 Plan, if then permitted by the Company, provided that none
of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration of the Lock-Up Period
and no public announcement, report or filing under the Exchange Act, or any other public filing, report or announcement, shall be voluntarily
made (whether by or on behalf of the undersigned, the Company or any other party) regarding, or that otherwise discloses, the establishment
of such plan during the Lock-Up Period, and if any such filing, report or announcement shall be legally required during the Lock-Up Period,
such filing, report or announcement shall clearly indicate that that none of the securities subject to such plan may be transferred, sold
or otherwise disposed of pursuant to such plan until after the expiration of the Lock-Up Period; and
(c) make transfers, sales, tenders
or other dispositions of the undersigned’s Lock-Up Securities to a bona fide third party pursuant to a tender or exchange offer
for securities of the Company or CWGS, LLC or other transaction, including, without limitation, a merger, consolidation or other business
combination, involving a change of control of the Company that, in each case, has been approved by the Company’s board of directors
(including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to
transfer, sell, tender or otherwise dispose of the undersigned’s Lock-Up Securities in connection with any such transaction, or
vote any of the undersigned’s Lock-Up Securities in favor of any such transaction), provided that all of the undersigned’s
Lock-Up Securities subject to this Lock-Up Agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject
to this Lock-Up Agreement; and provided, further, that it shall be a condition of transfer, sale, tender or other disposition
that if such tender offer or other transaction is not completed, any of the undersigned’s Lock-Up Securities subject to this Lock-Up
Agreement shall remain subject to the restrictions herein.
If the undersigned is an officer
or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed
or other Shares the undersigned may purchase in the Public Offering.
If the undersigned is not
a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning
of Section 13(d)(3) of the Exchange Act), other than a natural person, entity or “group” (as described above) that
has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly,
50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.
The undersigned now has, and,
except as contemplated by clauses (a), (b) and (c) of the third paragraph of this Lock-Up Agreement, for the duration of this
Lock-Up Agreement will have, good and marketable title to the undersigned’s Lock-Up Securities, free and clear of all liens, encumbrances,
and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer
agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with the foregoing restrictions.
The undersigned acknowledges
and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with
respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial,
regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned
has deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may have provided or hereafter
provide to the undersigned in connection with the Public Offering a Form CRS and/or certain other disclosures as contemplated by
Regulation Best Interest, the Underwriters have not made and are not making a recommendation to the undersigned to enter into this Lock-Up
Agreement or to transfer, sell or dispose of, or to refrain from transferring, selling or disposing of, any shares of Common Stock, and
nothing set forth in such disclosures or herein is intended to suggest that any Underwriter is making such a recommendation.
This Lock-Up Agreement shall
automatically terminate and the undersigned shall be released from all of his, her or its obligations hereunder upon the earlier of (i) the
date on which the Registration Statement filed with the SEC with respect to the Public Offering is withdrawn, (ii) the date on which
for any reason the Underwriting Agreement is terminated (other than the provisions thereof that survive termination) prior to payment
for and delivery of the Shares to be sold thereunder (other than pursuant to the Underwriters’ option thereunder to purchase additional
Shares), (iii) the date on which the Company notifies the Representatives, in writing and prior to the execution of the Underwriting
Agreement, that it does not intend to proceed with the Public Offering or (iv) December 31, 2024, in the event that the Underwriting
Agreement has not been executed by such date (provided, however, that the Company may, by written notice to the undersigned prior to such
date, extend such date by a period of up to an additional 90 days).
The undersigned understands
that the Company, CWGS, LLC, and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public
Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors and assigns. The undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this Lock-Up Agreement. This Lock-Up Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, without regard to principles of conflict of laws that would result in the application of any law other
than the laws of the State of New York. This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method,
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
| | Very truly yours, |
| | | |
| | | By: |
|
| | | |
(duly authorized signature) |
| | | |
|
| | | Name: |
|
| | | |
(please print full name) |
| | | |
|
| | | Title: |
|
| | | |
(please print full title) |
Exhibit 5.1
| |
1271 Avenue of the Americas |
| |
New York, New York 10020-1401 |
| |
Tel: +1.212.906.1200 Fax: +1.212.751.4864 |
| |
www.lw.com |
| |
|
|
FIRM / AFFILIATE OFFICES |
 |
Austin |
Milan |
| |
Beijing |
Munich |
| |
Boston |
New York |
| |
Brussels |
Orange County |
| |
Century City |
Paris |
| |
Chicago |
Riyadh |
| November 1, 2024 |
Dubai |
San Diego |
| |
Düsseldorf |
San Francisco |
| |
Frankfurt |
Seoul |
| Camping World Holdings, Inc. |
Hamburg |
Silicon Valley |
| 2 Marriott Drive |
Hong Kong |
Singapore |
| Lincolnshire, IL 60069 |
Houston |
Tel Aviv |
| |
London |
Tokyo |
| |
Los Angeles |
Washington, D.C. |
| |
Madrid |
|
Re: Registration Statement on Form S-3
(Registration No. 333-282897)
To the addressee set forth above:
We have acted as special counsel to Camping World
Holdings, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of 14,634,146
shares of Class A common stock, $0.01 par value per share (the “Shares”). The Shares are included in a
registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with
the Securities and Exchange Commission (the “Commission”) on October 30, 2024 (Registration No. 333-282897)
(the “Registration Statement”), a base prospectus dated October 30, 2024 (the “Base Prospectus”)
and a prospectus supplement dated October 30, 2024 filed with the Commission pursuant to Rule 424(b) under the Act (together
with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement
dated October 30, 2024, by and among Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several
underwriters listed on Schedule I thereto, the Company and CWGS Enterprises, LLC (the “Underwriting Agreement”).
This opinion is being furnished in connection with
the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining
to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of
the Shares.
As such counsel, we have examined such matters
of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates
and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.
We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other
laws.
Subject to the foregoing and the other matters
set forth herein, it is our opinion that, as of the date hereof, when the Shares shall
have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have
been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Underwriting Agreement,
the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will
be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with
all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
November 1, 2024
Page 2
This opinion is for your benefit in connection
with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions
of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated November 1,
2024 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
| | Sincerely, |
| | | |
| | | /s/ Latham & Watkins LLP |
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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