Camping World Holdings, Inc. (Form: S-1/A, Received: 09/26/2016 06:13:10)

Good Sam Consumer Services and
Plans

Camping World Retail

Consumer Services
and Plans

New and Used
Vehicles

Parts, Service
and Other

Dealership Finance
and Insurance

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Extended vehicle service contracts

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Emergency roadside assistance

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Property and casualty insurance programs

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Membership clubs

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Vehicle financing and refinancing

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Travel protection

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Co-branded credit cards

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Consumer activities and resources:

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Membership events and chapters

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Consumer shows

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Trip planning, travel directories and campground / fuel discounts

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Consumer magazines

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E-commerce and social media

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Contact centers and technical hotlines

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Hosted online forums

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New and used travel trailers

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New and used fifth wheel trailers

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New and used motorhomes

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RV and auto repair and maintenance

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Installation of parts and accessories

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Collision repair

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OEM and aftermarket parts

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RV accessories, maintenance products and supplies

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Outdoor lifestyle products

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Generators and electrical

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Satellite receivers and GPS

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Towing and hitching

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RV appliances

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Essential supplies

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Vehicle financing

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Protection plans

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Extended vehicle service contracts

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Tire, wheel, paint and fabric protection

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Gap protection

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Travel protection

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Emergency roadside assistance and alert notifications

Use these links to rapidly review the document
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INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on September 26, 2016

Registration No. 333-211977

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 5
To

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CAMPING WORLD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		5561 (Primary Standard Industrial Classification Code Number)		81-1737145 (I.R.S. Employer Identification No.)

250 Parkway Drive, Suite 270
Lincolnshire, IL 60069
Telephone: (847) 808-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Thomas F. Wolfe
Chief Financial Officer
250 Parkway Drive, Suite 270
Lincolnshire, IL 60069
Telephone: (847) 808-3000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)


Copies to:
Marc D. Jaffe, Esq. Ian D. Schuman, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Telephone: (212) 906-1200 Fax: (212) 751-4864		Alexander D. Lynch, Esq. Faiza N. Rahman, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Fax: (212) 310-8007

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to Be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)




Class A common Stock, $0.01 par value per share	13,068,181	$23.00	$300,568,163	$30,267.21

(1): Includes 1,704,545 shares of Class A common stock that may be sold if the underwriters' option to purchase additional shares granted by the Registrant is exercised.
(2): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3): The Registrant previously paid $20,140.00 in connection with a prior filing of this Registration Statement on June 13, 2016, and the additional amount of $10,127.21 is being paid herewith.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated September 26, 2016.

PRELIMINARY PROSPECTUS

11,363,636 Shares

Camping World Holdings, Inc.

Class A Common Stock

This is an initial public offering of shares of the Class A common stock of Camping World Holdings, Inc. We are selling shares of Class A common stock.

Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share of our Class A common stock will be between $21.00 and $23.00. We have been authorized to list our Class A common stock on the New York Stock Exchange under the symbol "CWH."

We will have three classes of common stock outstanding after this offering: Class A common stock, Class B common stock and Class C common stock. Each share of our Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally; provided that, for as long as the ML Related Parties (as defined herein and currently indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis), directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS Enterprises, LLC ("CWGS, LLC"), the shares of Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. Additionally, we will have one authorized share of Class C common stock that will entitle its holder to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. We will issue such share of Class C common stock to ML RV Group, LLC, a Delaware limited liability company, wholly-owned by our Chairman and Chief Executive Officer, Marcus Lemonis. Upon a Class C Change of Control (as defined herein under "Description of Capital Stock"), our Class C common stock shall no longer have any voting rights, such share of our Class C common stock will be cancelled for no consideration and will be retired, and we will not reissue such share of Class C common stock.

We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will be the common units of CWGS, LLC that we purchase from CWGS, LLC and acquire in connection with the consummation of the Transactions (as defined herein) from certain of the indirect owners of membership interests in CWGS, LLC, collectively representing an aggregate 22.1% economic interest in CWGS, LLC. The remaining 77.9% economic interest in CWGS, LLC will be owned by the Continuing Equity Owners through their ownership of common units.

We will be the sole managing member of CWGS, LLC. We will operate and control all of the business and affairs of CWGS, LLC and, through CWGS, LLC and its subsidiaries, conduct our business.

Following this offering, we will be a "controlled company" within the meaning of the corporate governance rules of the New York Stock Exchange. See "Our Organizational Structure — Transactions" and "Management — Corporate Governance."

See "Risk Factors" on page 24 to read about factors you should consider before buying shares of the Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total

Initial public offering price	$	$
Underwriting discounts and commissions (1)	$	$
Proceeds, before expenses, to Camping World Holdings, Inc.	$	$

(1): We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting (Conflicts of Interest)."

To the extent that the underwriters sell more than 11,363,636 shares of Class A common stock, the underwriters have the option to purchase up to an additional 1,704,545 shares from us at the initial price to public less the underwriting discount.

The underwriters expect to deliver the shares of Class A Common stock against payment in New York, New York on , 2016.


Goldman, Sachs & Co.		J.P. Morgan
BofA Merrill Lynch		Credit Suisse


Baird		KeyBanc Capital Markets		Wells Fargo Securities		Stephens Inc.

Prospectus dated , 2016.

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TABLE OF CONTENTS


			Page

BASIS OF PRESENTATION			ii
TRADEMARKS			iv
MARKET AND INDUSTRY DATA			iv
NON-GAAP FINANCIAL MEASURES			iv
PROSPECTUS SUMMARY			1
RISK FACTORS			24
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			61
OUR ORGANIZATIONAL STRUCTURE			63
USE OF PROCEEDS			69
CAPITALIZATION			70
DIVIDEND POLICY			72
DILUTION			74
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA			78
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION			83
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			96
BUSINESS			139
MANAGEMENT			160
EXECUTIVE COMPENSATION			169
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			195
PRINCIPAL STOCKHOLDERS			211
DESCRIPTION OF CAPITAL STOCK			213
DESCRIPTION OF CERTAIN INDEBTEDNESS			220
SHARES ELIGIBLE FOR FUTURE SALE			226
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK			229
UNDERWRITING (CONFLICTS OF INTEREST)			233
LEGAL MATTERS			239
EXPERTS			239
WHERE YOU CAN FIND MORE INFORMATION			239
INDEX TO FINANCIAL STATEMENTS			F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Our business, financial condition, results of operations and prospectus may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See "Underwriting (Conflicts of Interest)."

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BASIS OF PRESENTATION

Organizational Structure

In connection with the closing of this offering, we will effect certain organizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions, the Recapitalization (as defined herein) and this offering, which we refer to collectively as the "Transactions." See "Our Organizational Structure" for a description of the Transactions and a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.

As used in this prospectus, unless the context otherwise requires, references to:

•: "we," "us," "our," the "Company," "Camping World,"Good Sam" and similar references refer: (i) following the consummation of the Transactions, including this offering, to Camping World Holdings, Inc., and, unless otherwise stated, all of its subsidiaries, including CWGS Enterprises, LLC, which we refer to as "CWGS, LLC" and, unless otherwise stated, all of its subsidiaries, and (ii) on or prior to the completion of the Transactions, including this offering, to CWGS, LLC and, unless otherwise stated, all of its subsidiaries.
•: "Continuing Equity Owners" refers collectively to ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders and each of their permitted transferees that will own common units in CWGS, LLC after the Transactions and who may, following the consummation of this offering, redeem at each of their options their common units for, at our election (determined solely by our independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), cash or newly-issued shares of our Class A common stock as described in "Certain Relationships and Related Party Transactions — CWGS LLC Agreement."
•: "Crestview" refers to Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P.
•: "CWGS LLC Agreement" refers to CWGS, LLC's amended and restated limited liability company agreement, which will become effective on or prior to the consummation of this offering.
•: "Former Equity Owners" refers to those Original Equity Owners controlled by Crestview Partners II GP, L.P. that will exchange their direct or indirect ownership interests in CWGS, LLC for shares of our Class A common stock in connection with the consummation of this offering.
•: "Former Profit Unit Holders" refers collectively to our named executive officers (excluding Marcus Lemonis), Andris A. Baltins and K. Dillon Schickli, who are members of our board of directors, and certain other current and former non-executive employees and former directors, in each case, who hold existing profit units in CWGS, LLC pursuant to CWGS, LLC's existing equity incentive plan and who will receive common units of CWGS, LLC in exchange for their profit units in connection with the Transactions.
•: "ML Acquisition" refers to ML Acquisition Company, LLC, a Delaware limited liability company, indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis.
•: "ML Related Parties" refers to ML Acquisition and its permitted transferees of common units, as set forth in "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering."

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•: " ML RV Group " refers to ML RV Group, LLC, a Delaware limited liability company, wholly-owned by our Chairman and Chief Executive Officer, Marcus Lemonis.
•: "Original Equity Owners" refers to the direct and certain indirect owners of interests in CWGS, LLC, collectively, prior to the Transactions, which includes ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders.

We will be a holding company and the sole managing member of CWGS, LLC, and upon completion of this offering and the application of proceeds therefrom, our principal asset will consist of common units of CWGS, LLC.

Presentation of Financial and Other Information

CWGS Enterprises, LLC is the predecessor of the issuer, Camping World Holdings, Inc., for financial reporting purposes. Camping World Holdings, Inc. will be the audited financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

•: Camping World Holdings, Inc. Other than the inception balance sheet, dated as of March 8, 2016, and the unaudited balance sheet, dated as of June 30, 2016, the historical financial information of Camping World Holdings, Inc. has not been included in this prospectus as it is a newly incorporated entity, has no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus.
•: CWGS Enterprises, LLC. As we will have no other interest in any operations other than those of CWGS Enterprises, LLC and its subsidiaries, the historical consolidated financial information included in this prospectus is that of CWGS Enterprises, LLC and its subsidiaries.

The unaudited pro forma financial information of Camping World Holdings, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Recapitalization, as described in "Our Organizational Structure," the payment of certain special distributions to the members of CWGS, LLC subsequent to June 30, 2016 and the other Transactions described in "Our Organizational Structure," including the consummation of this offering, as if all such transactions had occurred on January 1, 2015, in the case of the unaudited pro forma consolidated statements of income data, and as of June 30, 2016, in the case of the unaudited pro forma consolidated balance sheet. See "Unaudited Pro Forma Consolidated Financial Information" for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

We define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is June 30, 2016, our most recently completed fiscal quarter.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

iii

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TRADEMARKS

This prospectus includes our trademarks, trade names and service marks, such as "Camping World" and "Good Sam," which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. References herein to the approximately 9 million U.S. households that own a recreational vehicle ("RV") are based on The RV Consumer in 2011 , an industry report published by the University of Michigan in 2011 (the "RV Survey"), which we believe to be the most recent such survey. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

NON-GAAP FINANCIAL MEASURES

Certain financial measures presented in this prospectus, such as EBITDA and Adjusted EBITDA, are not recognized under accounting principles generally accepted in the United States, which we refer to as "GAAP." We define these terms as follows:

•: "EBITDA" is defined as net income before other interest expense (excluding floor plan interest expense), provision for income taxes and depreciation and amortization.
•: "Adjusted EBITDA" is defined as net income before other interest expense (excluding floor plan interest expense), provision for income taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss (gain) on debt repayment, loss (gain) on sale of assets and disposition of stores, monitoring fees, an adjustment to rent on right to use assets and other unusual or one-time items. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of certain items that do not relate to our business performance.

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EBITDA and Adjusted EBITDA are included in this prospectus because they are key metrics used by management and our board of directors as follows:

•: as a measurement of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, as they remove the impact of items not directly resulting from our core operations;
•: for planning purposes, including the preparation of our internal annual operating budget and financial projections;
•: to evaluate the performance and effectiveness of our operational strategies; and
•: to evaluate our capacity to fund capital expenditures and expand our business.

EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. EBITDA and Adjusted EBITDA are not GAAP measures of our financial performance and should not be considered as alternatives to net income as a measure of financial performance, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of discretionary cash to invest in the growth of our business, as they do not reflect tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using EBITDA and Adjusted EBITDA supplementally. Our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read the entire prospectus carefully, including the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements."

Our Company

We believe we are the only provider of a comprehensive portfolio of services, protection plans, products and resources for recreational vehicle ("RV") enthusiasts. Approximately 9 million households in the U.S. own an RV, and of that installed base, we have approximately 3.3 million Active Customers. We generate recurring revenue by providing RV owners and enthusiasts the full spectrum of services, protection plans, products and resources that we believe are essential to operate, maintain and protect their RV and to enjoy the RV lifestyle. We provide these offerings through our two iconic brands: Good Sam and Camping World.

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largest RV organization in the world, with approximately 1.7 million members as of June 30, 2016. Membership benefits include a variety of discounts, exclusive benefits, specialty publications and other membership benefits, all of which we believe enhance the RV experience, drive customer engagement and provide cross-selling opportunities for our other services, protection plans and products.

Our Camping World brand operates the largest national network of RV-centric retail locations in the United States through our 120 retail locations in 36 states, as of June 30, 2016, and through our e-commerce platforms. We believe we are significantly larger in scale than our next largest competitor. We provide new and used RVs, repair parts, RV accessories and supplies, RV repair and maintenance services, protection plans, travel assistance plans, RV financing, and lifestyle products and services for new and existing RV owners. Our retail locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. Our retail locations are strategically located in key national RV markets. In 2015, our network generated approximately 3.5 million unique transactions, continuing to build our Active Customer database.

We attract new customers primarily through our retail locations, e-commerce platforms and direct marketing. Once we acquire our customers through a transaction, they become part of our customer database where we leverage customized customer relationship management ("CRM") tools and analytics to actively engage, market and sell multiple products and services. Our goal is to consistently grow our customer database through our various channels to increasingly cross-sell our products and services.

Summary of 2015 financial performance and key metrics

We believe our strong, trusted Good Sam and Camping World brands, customer database, leading market position and scale, industry specific technical expertise, and disciplined and variable cost structure have been key drivers of our growth and strong financial performance:

•: our Active Customer database had approximately 3.1 million customers on December 31, 2015, representing a 4.9% five-year compound annual growth rate ("CAGR");
•: our total revenue was $3,333.3 million for the fiscal year ended December 31, 2015, representing a 21.3% five-year CAGR;
•: our net income was $178.5 million for the fiscal year ended December 31, 2015, representing a 139.8% five-year CAGR; and
•: our Adjusted EBITDA was $253.7 million for the fiscal year ended December 31, 2015, representing a 25.6% five-year CAGR.

Adjusted EBITDA is a non-GAAP measure. For a reconciliation of Adjusted EBITDA to net income, the most closely comparable GAAP measure, see "— Summary Historical and Pro Forma Consolidated Financial and Other Data."

Our Market and Our Customer

The estimated number of U.S. households that own an RV is approximately 9 million, which we believe has grown consistently over the past 20 years, including during the last economic downturn. We have approximately 3.3 million Active Customers and aim to market and sell our services, protection plans, products and resources to the growing number of new market entrants.

The recreational vehicle industry is characterized by RV enthusiasts' investment in, and steadfast commitment to, the RV lifestyle. Owners spend on insurance, extended service contracts, roadside assistance and regular maintenance in order to protect and maintain their RV. They typically invest in new accessories and the necessary installation costs as they upgrade their RV. They also spend on services and resources as they plan, engage in, and return from their road

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trips. Furthermore, based on industry research and management's estimates, we believe that RV owners typically trade-in to buy another RV every four to five years.

A key factor supporting the growth of the installed base of RV owners is continued positive demographic trends within the consumer base. The RV owner installed base has benefited positively from the aging and the increased industry penetration of the baby boomer consumer demographic, those aged 52 to 70 years old. In addition to growth from baby boomers, the Recreational Vehicle Industry Association ("RVIA") estimates the fastest growing RV owner age group includes Generation X consumers, those currently 35 to 54 years old. The U.S. Census Bureau estimates that approximately 84 million Americans were of the age 35 to 54 years old in 2014. Our strong brand awareness, breadth of services, scale of operations, and our targeted marketing and sponsorship have enabled us to generate meaningful growth with this younger demographic of new market entrants. This is evidenced by the decline in the average age of our customers in recent years.

In addition to positive age trends, according to the RV Survey, the typical RV customer has, on average, a household income of approximately $75,000. This is approximately 50% higher than the median household income of the broader United States population at the time of the RV survey, according to the U.S. Census Bureau. The higher average income has resulted in a more resilient RV consumer with greater buying power across economic cycles.

Taken together, we believe the growing installed base of RV owners, an increase in the pool of potential RV customers due to an aging baby boomer demographic, and the increased RV ownership amongst younger consumers should continue to grow the installed base of RV owners, and will have a positive impact on RV usage.

Our Strengths

Our Iconic Brands. With over fifty years of history dating back to 1966, we believe Camping World and Good Sam are iconic, industry defining brands that are synonymous with the RV lifestyle. Our consistent quality, breadth and depth of offerings, as well as our comprehensive range of RV lifestyle resources, have resulted in our customers having passionate loyalty to and enduring trust in our brands.

Comprehensive Portfolio of Services, Protection Plans and Products. We believe we are the only provider of a comprehensive portfolio of services, protection plans, products and resources for RV enthusiasts. We offer more than 10,000 products and services through our retail locations and membership clubs. Our offerings are based on 50 years of experience and customer feedback from RV enthusiasts. Further, we evaluate new products and, through acquisitions or our supplier collaborations, offer certain unique products that are developed based on customer feedback, including private label products.

Customer Database. We have over 11 million unique contacts in our database and we have approximately 3.3 million Active Customers. We use a customized CRM system and database analytics to track customers and selectively market and cross-sell our offerings. We believe our customer database is a competitive advantage and significant barrier to entry.

Leading Market Position and Scale. Camping World is the largest national RV retail network in the United States, and we believe Good Sam is the largest RV organization in the world, with each of our businesses having a distinct web presence through our e-commerce platforms. Our scale and our long-term stability make us attractive to our suppliers, financiers and real estate investors. The strong relationship with our suppliers enables us to negotiate attractive product pricing and availability. We also align with our suppliers on product development in which we leverage our customer base to provide feedback in exchange for exclusive early launch periods for

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new products. In recent years, we have also leveraged our supplier relationships to introduce private label products, which has improved our product availability.

Core of High Margin, Recurring Revenue. At the core of our offerings are certain high margin products and services targeting the installed base of RV households that generate recurring revenue streams. These offerings include certain Consumer Services and Plan offerings, which we believe are characterized by increased customer engagement, such as our extended vehicle service contracts, emergency roadside assistance, property and casualty insurance programs and membership clubs. As of December 31, 2015, 2014 and 2013, we had 2.5 million, 2.4 million and 2.2 million participants, respectively, across these Consumer Services and Plan offerings, including those who participated in more than one of our offerings. The increased engagement of our customers in these areas has led to high annual retention rates. Across our extended vehicle service contracts, emergency roadside assistance, property and casualty insurance programs and membership clubs, for each of the years ended December 31, 2015, 2014 and 2013, we experienced high annual retention rates that ranged between 66% and 74%, 63% and 76% and 64% and 79%, respectively. These offerings also include our Retail parts, services and other offerings, which we believe to be stable and more consistent than the sale of new and used vehicles. Concentrating on our Consumer Services and Plan and Retail parts, services and other offerings has allowed us to grow a core of recurring revenue with gross margins of 53.2% and 46.2%, respectively, for the year ended December 31, 2015, which is significantly higher than our consolidated gross margins of 27.4% for the year ended December 31, 2015.

Variable Cost Structure and Capital Efficient Model. Our decentralized and flat management structure coupled with incentive programs focused on profitability have allowed us to achieve a highly variable cost structure. Our database analytics provide us significant flexibility and meaningfully improve our marketing efficiency via nimble, targeted marketing programs. We believe our model leads to strong and stable margins through economic cycles, resulting in what we believe to be high cash flow generation, low capital expenditure requirements and impressive returns on invested capital. As a result, we have been successful in generating access to highly attractive real estate and floor plan financing terms, thereby reducing costs and significantly reducing our need for capital. This capital efficient model provides a large share of capital funding at attractive terms for new locations and acquisitions.

Experienced Team. Our management team has an average of 20 years of industry experience. We offer highly competitive compensation tightly tied to performance, which has allowed us to attract and retain our highly experienced management team. Since 2011, our team has increased total revenue from $1,538.5 million to $3,333.3 million for the year ended December 31, 2015, increased net income from $5.4 million to $178.5 million for the year ended December 31, 2015 and increased Adjusted EBITDA from $101.8 million to $253.7 million for the year ended December 31, 2015.

Our Growth Strategy

Grow Our Active Base of Customers. We believe our strong brands, leading market position, ongoing investment in our service platform, broad product portfolio and full suite of resources will continue to provide us with competitive advantages in targeting and capturing a larger share of consumers with whom we do not currently transact in addition to the growing number of new RV enthusiasts that will enter the market. We expect to continue to grow the Active Customer base primarily through three strategies:

•: Targeted Marketing. We continuously work to attract new customers to our existing retail and online locations through targeted marketing, attractive introductory offerings and access to our wide array of resources for RV enthusiasts. We have focused specifically on marketing to the fast-growing demographic of younger market entrants, and through our

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NASCAR Truck Series and participation at college athletic events and music festivals, we believe we attract an outsized share of younger RV owners to our platform.

•: Greenfield Retail Locations. We establish retail locations in new and existing markets to expand our customer base. Target markets and locations are identified by employing proprietary data and analytical tools. We believe there is ample white space for additional development opportunities which, consistent with most of our locations, have the benefit of what we believe to be low-cost land acquisition prices. We typically take eight to 14 months from site identification until we open the doors to the new store. Since 2011 we have successfully opened 13 new greenfield locations. We intend to continue to open sites that will grow our Active Customer base and present attractive risk-adjusted returns and significant value-creation opportunities. Our greenfield locations typically reach profitability within three months.
•: Retail Location Acquisitions. The RV dealership industry is highly fragmented with a large number of independent RV dealers. We use acquisitions of independent dealers as a fast and capital efficient alternative to new retail location openings to expand our business and grow our customer base. While acquired sites typically remain open following an acquisition, in certain instances we may close a location following an acquisition for remodeling for a period of time generally not in excess of eight weeks. We believe our experience and scale allow us to operate these acquired locations more efficiently. Since 2011 we have successfully acquired and integrated 35 new retail locations, and in 2015 we sold two retail locations. Our acquisitions are typically profitable within two full calendar months after an acquisition, with the exception of acquisitions we consider turn-around opportunities, which are typically profitable within two to four months. We intend to continue to pursue acquisitions that will grow our Active Customer base and present attractive risk-adjusted returns and significant value-creation opportunities.

Cross-Sell Growing Portfolio of Services, Protection Plans and Products. We believe our customer database of over 11 million unique contacts provides us with the opportunity to continue our growth through the cross-selling of our products and services. We use our customized CRM system and database analytics to proactively market and cross-sell to Active Customers. We also seek to increase the penetration of our customers who exhibit higher multi-product attachment rates.

New Products and Vertical Acquisitions. Introduction of new products enhances our cross-selling effort, both by catering to evolving customer demands and by bringing in new customers. Through relationships with existing suppliers and through acquisitions, we will look to increase the new products we can offer to our customers. Similarly, an opportunistic vertical acquisition strategy allows us to earn an increased margin on our services, protection plans and products, and we evaluate such acquisitions that can allow us to capture additional sales from our customers at attractive risk-adjusted returns.

Summary Risk Factors

Participating in this offering involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading "Risk Factors" included elsewhere in this prospectus may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks include the following:

•: our business is affected by the availability of financing to us and our customers;

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•: shortages of gasoline and diesel fuel have had a material adverse effect on the RV industry as a whole in the past and could have a material adverse effect on our business, financial condition or results of operations;
•: the interruption or discontinuance of the operations of our suppliers and manufacturers could cause us to experience shortfalls, disruptions, or delays with respect to needed inventory;
•: our business model is impacted by general economic conditions in our markets, and ongoing economic and financial uncertainties may cause a decline in consumer spending;
•: we depend on our ability to attract and retain customers;
•: we operate in a highly fragmented and competitive industry and may face increased competition;
•: we may not be successful in opening, acquiring or operating new retail locations in any existing or new markets into which we expand;
•: we depend on the value and strength of our brands;
•: we will incur increased costs and obligations as a result of being a public company;
•: whether we are able to realize any tax benefits that may arise from our organizational structure and any redemptions or exchanges of CWGS, LLC common units for cash or stock, including in connection with this offering;
•: Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, will have substantial control over us and may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, including, but not limited to, the election of directors; and
•: we are a "controlled company" within the meaning of the New York Stock Exchange (the "NYSE") listing requirements and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading "Risk Factors."

Summary of the Transactions

Camping World Holdings, Inc., a Delaware corporation, was formed on March 8, 2016, to serve as the issuer of the Class A common stock offered hereby. Prior to this offering, all of our business operations have been conducted through CWGS, LLC and its subsidiaries.

On September 21, 2016, we amended the credit agreement governing our Senior Secured Credit Facilities (as defined herein) to, among other things, permit this offering, provide for incremental term loan borrowings of $135.0 million, increase the capacity for payments by the Borrower (as defined herein) to CWGS, LLC for payment of regular quarterly distributions to its common unit holders, including us, and permit a $100.0 million special distribution of a portion of such incremental borrowings under our Senior Secured Credit Facilities from the Borrower to CWGS, LLC for a distribution to its members, which was also made on September 21, 2016. The remainder of the proceeds will be used for general corporate purposes, including the potential acquisition of dealerships. We refer to these transactions collectively as the "Recapitalization."

We will consummate the following organizational transactions in connection with this offering:

•: we will amend and restate CWGS, LLC's existing limited liability company agreement to, among other things, (i) convert all existing membership interests (including existing vested profit unit interests and all unvested profit unit interests, which will accelerate and vest in connection with this offering) in CWGS, LLC into 71,899,630 common units of CWGS, LLC,

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and (ii) appoint Camping World Holdings, Inc. as the sole managing member of CWGS, LLC upon its acquisition of common units in connection with this offering;

•: we will amend and restate Camping World Holdings, Inc.'s certificate of incorporation to, among other things, provide (i) for Class A common stock and Class B common stock, with each share of our Class A common stock and Class B common stock entitling its holders to one vote per share on all matters presented to our stockholders generally; provided that, for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of our Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally, (ii) for one share of Class C common stock entitling its holder to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally for as long as there is no Class C Change of Control (as defined herein under "Description of Capital Stock") and (iii) for the issuance of 62,002,729 shares of Class B common stock to the Continuing Equity Owners (other than the Former Profit Unit Holders) on a one-to-one basis with the number of common units of CWGS, LLC they own and for the issuance of one share of Class C common stock to ML RV Group, in each case, for nominal consideration;
•: we will issue 11,363,636 shares of our Class A common stock to the purchasers in this offering (or 13,068,181 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $230.4 million (or approximately $265.5 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, based upon an assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus));
•: we will use all of the net proceeds from this offering to purchase 11,363,636 newly-issued common units (or 13,068,181 common units if the underwriters exercise their option in full to purchase additional shares of Class A common stock) directly from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions, representing 13.6% (or 15.4% if the underwriters exercise their option in full to purchase additional shares of Class A common stock) of CWGS, LLC's outstanding common units following this offering;
•: CWGS, LLC intends to use the net proceeds from the sale of common units to Camping World Holdings, Inc. to repay a portion of the outstanding borrowings under the Term Loan Facility (as defined herein) and the remainder for general corporate purposes. See "Use of Proceeds;"
•: the Former Equity Owners will exchange their direct or indirect ownership interests in common units of CWGS, LLC for 7,063,716 shares of Class A common stock on a one-to-one basis; and
•: Camping World Holdings, Inc. will enter into (i) a voting agreement (the "Voting Agreement") with ML Acquisition, ML RV Group, CVRV Acquisition LLC and CVRV Acquisition II LLC, (ii) a registration rights agreement (the "Registration Rights Agreement") with the Original Equity Owners and (iii) a tax receivable agreement (the "Tax Receivable Agreement") with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. For a description of the terms of the Voting Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see "Certain Relationships and Related Party Transactions."

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We collectively refer to the foregoing organizational transactions and the Recapitalization as the "Transactions."

Immediately following the consummation of the Transactions (including this offering):

•: Camping World Holdings, Inc. will be a holding company and its principal asset will be the common units it purchases or acquires from CWGS, LLC and the Former Equity Owners;
•: Camping World Holdings, Inc. will be the sole managing member of CWGS, LLC and will control the business and affairs of CWGS, LLC and its subsidiaries;
•: Camping World Holdings, Inc. will own 18,427,352 common units, representing a 22.1% economic interest in the business of CWGS, LLC (or 20,131,897 common units, representing a 23.7% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
•: the Continuing Equity Owners will own 64,835,914 common units, representing a 77.9% economic interest in the business of CWGS, LLC (or 64,835,914 common units, representing a 76.3% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock), with each common unit held by the Continuing Equity Owners redeemable from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement;"
•: the purchasers in this offering (i) will own 11,363,636 shares of Camping World Holdings, Inc.'s Class A common stock (or 13,068,181 shares of Camping World Holdings, Inc.'s Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately 12.3% of the combined voting power of all of Camping World Holdings, Inc.'s common stock and approximately 61.7% of the economic interest in Camping World Holdings, Inc. (or approximately 13.6% of the combined voting power and 64.9% of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) through Camping World Holdings, Inc.'s ownership of CWGS, LLC's common units, indirectly will hold approximately 13.6% of the economic interest in the business of CWGS, LLC and its subsidiaries (or approximately 15.4% if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
•: ML Acquisition (i) will own 36,056,094 shares of Camping World Holdings, Inc.'s Class B common stock, representing 47% of the combined voting power of all of Camping World Holdings, Inc.'s common stock for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC and (ii) will own 36,056,094 common units, representing a 43.3% economic interest in the business of CWGS, LLC (or 36,056,094 common units, representing a 42.4% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

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•: ML RV Group will own one share of Camping World Holdings, Inc.'s Class C common stock, representing 5% of the combined voting power of all of Camping World Holdings, Inc.'s common stock for as long as there is no Class C Change of Control (for the definition of "Class C Change of Control," please see "Description of Capital Stock");
•: Funds controlled by Crestview Partners II GP, L.P. will indirectly own (i) 7,063,716 shares of Camping World Holdings, Inc.'s Class A common stock owned directly by CVRV Acquisition II LLC and (ii) 25,946,635 common units of CWGS, LLC and 25,946,635 shares of Class B common stock of Camping World Holdings, Inc., with such common units and shares of Class B common stock owned directly by CVRV Acquisition LLC, which combined represents approximately 35.7% of the combined voting power of all of Camping World Holdings, Inc.'s common stock and approximately 38.3% of the economic interest in Camping World Holdings, Inc. (or approximately 34.4% of the combined voting power and 35.1% of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and, through Camping World Holdings, Inc.'s ownership of CWGS, LLC's common units and CVRV Acquisition LLC's direct ownership of CWGS, LLC's common units, directly or indirectly will hold approximately 39.6% of the economic interest in the business of CWGS, LLC and its subsidiaries (or approximately 38.9% if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and
•: the Former Profit Unit Holders will own 2,833,185 common units of CWGS, LLC, representing a 3.4% economic interest in the business of CWGS, LLC (or 2,833,185 common units, representing a 3.4% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

As the sole managing member of CWGS, LLC, we will operate and control all of the business and affairs of CWGS, LLC and, through CWGS, LLC and its subsidiaries, conduct the business. Following the Transactions and the consummation of this offering, we will record a significant non-controlling interest in our consolidated subsidiary, CWGS, LLC, relating to the ownership interest of the Continuing Equity Owners. Accordingly, although Camping World Holdings, Inc. will have a minority economic interest in CWGS, LLC, it will control the management of CWGS, LLC as the sole managing member. As a result, Camping World Holdings, Inc. will consolidate CWGS, LLC and record a non-controlling interest in consolidated entity for the economic interest in CWGS, LLC held by the Continuing Equity Owners.

Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $22.00 per share (the midpoint of the price range listed on the cover page of this prospectus). Although the number of shares of Class A common stock being offered hereby to the public and the total number of CWGS, LLC common units outstanding after the offering will remain fixed regardless of the initial public offering price in this offering, certain share information and CWGS, LLC common unit information presented in this prospectus will vary depending on the initial public offering price in this offering. Specifically, the relative allocation of the common units issued in the Transactions as among ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders will vary, depending on the initial public offering price in this offering, which will also impact the shares of Class A common stock and Class B common stock issued to ML Acquisition and funds controlled by Crestview Partners II GP, L.P. in the Transactions. An increase in the assumed initial public offering price would result in a decrease in the amount of common units and, in turn, shares of Class A common stock and shares of Class B common stock issued to ML Acquisition and funds controlled by Crestview Partners II GP, L.P. and an increase in the amount of common units issued to the Former Profit Unit Holders on an aggregate basis. A decrease in the assumed initial public offering price would result in an increase in the amount of common units and, in turn, shares of Class A common stock and shares of Class B common stock issued to ML Acquisition and funds controlled by Crestview Partners II GP, L.P. and a decrease in the amount of common units issued to the Former Profit Unit Holders on an aggregate basis.

For more information regarding our structure, see "Our Organizational Structure."

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Ownership Structure

The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock. Prior to this offering, certain funds controlled by Crestview Partners II GP, L.P. and ML Acquisition held ownership interests in CWGS, LLC and the Former Profit Unit Holders and ML Acquisition held profit units in CWGS, LLC pursuant to its equity incentive plan.

(1): ML RV Group is wholly-owned by our Chairman and Chief Executive Officer, Marcus Lemonis.
(2): ML Acquisition will hold its shares of Class B common stock in Camping World Holdings, Inc. and its common units in CWGS, LLC through CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition. ML Acquisition is currently indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis.
(3): Certain funds controlled by Crestview Partners II GP, L.P., as Continuing Equity Owners, will hold their common units in CWGS, LLC through CVRV Acquisition LLC, which is wholly owned by such funds. Certain other funds controlled by Crestview Partners II GP, L.P., as Former Equity Owners, will hold their Class A common stock in Camping World Holdings, Inc. through CVRV Acquisition II LLC, which is wholly owned by such funds.
(4): CWGS Group, LLC, a direct wholly-owned subsidiary of CWGS, LLC, is the borrower under our Senior Secured Credit Facilities. FreedomRoads, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, is the borrower under our Floor Plan Facility.
(5): A portion of these common units will be held through a wholly-owned subsidiary of Camping World Holdings, lnc. as a result of the Former Equity Owners exchanging their indirect ownership interests in common units of CWGS, LLC for shares of Class A common stock on a one-to-one basis as part of the Transactions.

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Our History and Corporate Information

Founded in 1966, our Good Sam and Camping World brands have delivered superior specialty services and protection plans, expert advice and high-quality products to the growing community of RV owners and outdoor enthusiasts for 50 years. Good Sam combined with Camping World in 1997, when the Good Sam Club had approximately 911,000 members and Camping World had 26 retail locations. In 2011, Camping World Good Sam combined with FreedomRoads, a successful RV dealership business founded in 2003, to form the largest provider of products and services for RVs in North America. Over the past five years, we have continued to invest in our growth, driving an increase in our Active Customer base from approximately 2.6 million as of December 31, 2011 to approximately 3.3 million as of June 30, 2016.

Camping World Holdings, Inc., the issuer of the Class A common stock offered hereby, was incorporated as a Delaware corporation on March 8, 2016. On June 8, 2016, we effected a name change from CWGS, Inc. to Camping World Holdings, Inc. Our corporate headquarters are located at 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069. Our telephone number is (847) 808-3000. Our principal website address is www.campingworld.com . The information on any of our websites is deemed not to be incorporated by reference in this prospectus or to be part of this prospectus.

After giving effect to the Transactions, including this offering, Camping World Holdings, Inc. will be a holding company whose principal asset will be 22.1% of the outstanding common units of CWGS, LLC, a Delaware limited liability company (or 23.7% if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).

Crestview

Founded in 2004, Crestview is a value-oriented private equity firm focused on the middle market. The firm is based in New York and manages funds with over $7 billion of aggregate capital commitments. The firm is led by a group of partners who have complementary experience and distinguished backgrounds in private equity, finance, operations and management. Crestview's senior investment professionals primarily focus on sourcing and managing investments in each of the specialty areas of the firm: media, energy, financial services and industrials. For additional information regarding Crestview's ownership in us after this offering see "— Summary of the Transactions" and "Principal Stockholders."

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The Offering


Issuer		Camping World Holdings, Inc.
Shares of Class A common stock offered by us		11,363,636 shares.
Underwriters' option to purchase additional shares of Class A common stock		1,704,545 shares.
Shares of Class A common stock to be issued to the Former Equity Owners		7,063,716 shares.
Shares of Class A common stock to be outstanding immediately after this offering		18,427,352 shares, representing 19.9% of the voting interest and 100% of the economic interest in Camping World Holdings, Inc.
Shares of Class B common stock to be outstanding immediately after this offering		62,002,729 shares, representing 75.1% of the voting interest and no economic interest in Camping World Holdings, Inc.
Shares of Class C common stock to be outstanding immediately after this offering		One share, representing 5% of the voting interest and no economic interest in Camping World Holdings, Inc.
Common units of CWGS, LLC to be held by us immediately after this offering		18,427,352 common units, representing a 22.1% economic interest in the business of CWGS, LLC (or 20,131,897 common units, representing a 23.7% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Common units of CWGS, LLC to be held by the Continuing Equity Owners after this offering		64,835,914 common units, representing a 77.9% economic interest in the business of CWGS, LLC (or 64,835,914 common units, representing a 76.3% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

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Ratio of shares of Class A common stock to common units		Our certificate of incorporation and the CWGS LLC Agreement will require that we and CWGS, LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of common units of CWGS, LLC owned by us.
Ratio of shares of Class B common stock to common units		Our certificate of incorporation and the CWGS LLC Agreement will require that we and CWGS, LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners (other than the Former Profit Unit Holders) and the number of common units of CWGS, LLC owned by the Continuing Equity Owners (other than the Former Profit Unit Holders).
Permitted holders of shares of Class B common stock		Only the Continuing Equity Holders (other than the Former Profit Unit Holders) and their permitted transferees of common units as described herein will be permitted to hold shares of our Class B common stock. Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering."
Permitted holders of shares of Class C common stock		Only ML RV Group as described herein will be permitted to hold our Class C common stock, and upon a Class C Change of Control (as defined herein under "Description of Capital Stock"), our Class C common stock shall no longer have any voting rights, such share of our Class C common stock will be cancelled for no consideration and will be retired, and we will not reissue such share of Class C common stock.
Voting rights		Holders of shares of our Class A common stock, our Class B common stock and our Class C common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law or our amended and restated certificate of incorporation. Each share of Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally; provided that, for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of our Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally.

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		Additionally, our one share of Class C common stock will entitle ML RV Group, its holder, to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally for as long as there is no Class C Change of Control. For the definition of "Class C Change of Control," please see "Description of Capital Stock." Accordingly, Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, will control more than 50% of the voting power of our common stock and, subject to the Voting Agreement as described herein, may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, including the election of directors.
Redemption rights of holders of common units		The Continuing Equity Owners may from time to time at each of their options require CWGS, LLC to redeem all or a portion of their common units (64,835,914 common units outstanding immediately after this offering) in exchange for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement." Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of common units pursuant to the terms of the CWGS LLC Agreement, a number of shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Owner (other than Former Profit Unit Holders) will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged.

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Use of proceeds		We estimate, based upon an assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), we will receive net proceeds from this offering of approximately $230.4 million (or $265.5 million if the underwriters exercise their option in full to purchase additional shares of Class A common stock), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to purchase 11,363,636 common units (or 13,068,181 common units if the underwriters exercise their option in full to purchase additional shares of Class A common stock) directly from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering, less the underwriting discounts and commissions. CWGS, LLC intends to use the net proceeds from the sale of common units to Camping World Holdings, Inc. to repay a portion of the outstanding borrowings under the Term Loan Facility, including $100.0 million of borrowings used to pay a distribution to its members as part of the Recapitalization, and the remainder for general corporate purposes.
Conflicts of interest		Goldman, Sachs & Co. and/or certain of its affiliates will receive more than 5% of the net proceeds of this offering due to the repayment of borrowings under the Term Loan Facility. Therefore, Goldman, Sachs & Co. is deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. ("Rule 5121"). Accordingly, this offering is being conducted in accordance with Rule 5121, which requires, among other things, that a "qualified independent underwriter" participate in the preparation of, and exercise the usual standards of "due diligence" with respect to, the registration statement and this prospectus. J.P. Morgan Securities LLC has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act (as defined herein), specifically including those inherent in Section 11 thereof. J.P. Morgan Securities LLC will not receive any additional fees for serving as a qualified independent underwriter with this offering. We have agreed to indemnify J.P. Morgan Securities LLC against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. For more information, see "Underwriting (Conflicts of Interest)."

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Dividend policy		CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders of approximately $0.0605 per common unit, and we intend to use all of the proceeds from such distribution on our common units to pay a regular quarterly cash dividend of approximately $0.0605 per share on our Class A common stock, subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our board of directors. In addition, we currently intend to pay a special cash dividend of all or a portion of the Excess Tax Distribution (as defined under "Dividend Policy") to the holders of our Class A common stock from time to time subject to the discretion of our board of directors as described under "Dividend Policy."
		Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, our business prospects and other factors that our board of directors may deem relevant. Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability. Furthermore, because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from CWGS, LLC and, through CWGS, LLC, cash distributions and dividends from its operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. In particular, our ability to pay any cash dividends on our Class A common stock is limited by restrictions on the ability of CWGS, LLC and our other subsidiaries and us to pay dividends or make distributions to us under the terms of our Senior Secured Credit Facilities (as defined herein) and our Floor Plan Facility (as defined herein). We do not currently believe that the restrictions contained in our existing indebtedness will impair the ability of CWGS, LLC or our ability to make the distributions or pay the dividends as described above. See "Description of Certain Indebtedness" for a description of the restrictions on our ability to pay dividends. Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay dividends according to our policy, or at all. See "Dividend Policy" and "Risk Factors — Risks Relating to This Offering and Ownership of Our Class A Common Stock — Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our board of directors and may be limited by our structure and statutory restrictions and restrictions imposed by our Senior Secured Credit Facilities and our Floor Plan Facility as well as any future agreements."

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Controlled company exemption		After the consummation of this offering, we will be considered a "controlled company" for the purposes of the NYSE listing requirements as Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, and certain funds controlled by Crestview Partners II GP, L.P., will in the aggregate have more than 50% of the voting power for the election of directors. See "Principal Stockholders." As a "controlled company," we will not be subject to certain corporate governance requirements, including that: (i) a majority of our board of directors consists of "independent directors," as defined under the rules of NYSE; (ii) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; (iii) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and (iv) we perform annual performance evaluations of the nominating and corporate governance and compensation committees. As a result, we may not have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or perform annual performance evaluations of the nominating and corporate governance and compensation committees unless and until such time as we are required to do so.
Tax Receivable Agreement		We will enter into a Tax Receivable Agreement with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. that will provide for the payment by Camping World Holdings, Inc. to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions that are funded by Camping World Holdings, Inc. or exchanges of common units described above under "— Redemption rights of holders of common units," and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement" for a discussion of the Tax Receivable Agreement.

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Registration Rights Agreement		Pursuant to the Registration Rights Agreement, we will, subject to the terms and conditions thereof, agree to register the resale of the shares of our Class A common stock that are issuable to the Continuing Equity Owners upon redemption or exchange of their common units of CWGS, LLC and the shares of our Class A common stock that are issued to the Former Equity Owners in connection with the Transactions. See "Certain Relationships and Related Party Transactions — Registration Rights Agreement."
Trading symbol		We have been authorized to list our Class A common stock on the NYSE under the symbol "CWH."

Unless we indicate otherwise or the context otherwise requires, all information in this prospectus:

•: gives effect to the amendment and restatement of CWGS, LLC's existing limited liability company agreement that converts all existing membership interests in CWGS, LLC into 71,899,630 common units, as well as the filing of our amended and restated certificate of incorporation;
•: gives effect to the Transactions;
•: excludes 14,693,518 shares of Class A common stock reserved for issuance under our 2016 Plan (as defined herein), including shares of Class A common stock issuable pursuant to 1,210,565 stock options and 163,145 restricted stock units granted to certain of our directors and certain of our employees in connection with this offering as described under the captions "Executive Compensation — Compensation of our Directors" and "Executive Compensation — Equity Compensation Plan Information — Compensation Programs To Be Adopted In Connection With This Offering — 2016 Incentive Award Plan;"
•: excludes shares of Class A common stock that may be issuable upon exercise of redemption rights of the Continuing Equity Owners (or, at our election, a direct exchange);
•: assumes an initial public offering price of $22.00 per share of Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus; and
•: assumes no exercise by the underwriters of their option to purchase 1,704,545 additional shares of Class A common stock from us.

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Summary Historical and Pro Forma Consolidated Financial and Other Data

The following tables present the summary historical consolidated financial and other data for CWGS, LLC and its subsidiaries and the summary pro forma consolidated financial and other data for Camping World Holdings, Inc. CWGS, LLC is the predecessor of the issuer, Camping World Holdings, Inc., for financial reporting purposes. The summary consolidated statements of income and statements of cash flows data for each of the years in the three-year period ended December 31, 2015 are derived from the audited consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries contained herein. The summary consolidated statements of income and statements of cash flows data for the six months ended June 30, 2016 and 2015 and the summary consolidated balance sheets data as of June 30, 2016 are derived from the unaudited consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries contained herein. We have prepared the unaudited consolidated financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods.

The results for any interim period are not necessarily indicative of the results that may be expected for a full year. Additionally, our historical results are not necessarily indicative of future results. The information set forth below should be read together with the "Selected Historical and Pro Forma Consolidated Financial and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

The summary unaudited pro forma consolidated financial data of Camping World Holdings, Inc. presented below have been derived from our unaudited pro forma consolidated financial statements included elsewhere in this prospectus. The summary unaudited pro forma financial data for the fiscal year ended December 31, 2015 and as of and for the six months ended June 30, 2016 give effect to the Recapitalization, the payment of certain special distributions to the members of CWGS, LLC subsequent to June 30, 2016, the other Transactions, as described in "Our Organizational Structure," including the consummation of this offering, the use of proceeds therefrom and related transactions, as described in "Use of Proceeds," as if all such transactions had occurred on January 1, 2015, in the case of the summary unaudited pro forma consolidated statements of income data, and as of June 30, 2016, in the case of the summary unaudited pro forma consolidated balance sheets data. The unaudited pro forma financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See "Unaudited Pro Forma Consolidated Financial Information" for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial data.

The summary historical consolidated financial and other data of Camping World Holdings, Inc. have not been presented as Camping World Holdings, Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

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		Pro Forma Camping World Holdings, Inc.						Historical CWGS, LLC

		Six Months Ended			Fiscal Year Ended			Six Months Ended						Fiscal Year Ended

		June 30, 2016			December 31, 2015			June 30, 2016			June 30, 2015			December 31, 2015			December 31, 2014			December 31, 2013

		(unaudited)						(unaudited)
		(in thousands, except per share data, margins and selected other operating data)
Consolidated Statements of Income Data:
Revenue:
Consumer Services and Plans	$	90,426		$	174,600		$	90,426		$	86,845		$	174,600		$	162,598		$	166,231
Retail
New vehicles		988,232			1,607,790			988,232			846,658			1,607,790			1,176,838			1,030,687
Used vehicles		396,174			806,759			396,174			408,120			806,759			680,786			569,681
Parts, services and other		298,883			553,834			298,883			273,627			553,834			518,905			483,705
Finance and insurance, net		120,392			190,278			120,392			99,637			190,278			134,826			106,291

Subtotal		1,803,681			3,158,661			1,803,681			1,628,042			3,158,661			2,511,355			2,190,364
Total revenue		1,894,107			3,333,261			1,894,107			1,714,887			3,333,261			2,673,953			2,356,595
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Consumer Services and Plans		39,118			81,749			39,118			40,792			81,749			74,065			82,128
Retail
New vehicles		850,973			1,387,358			850,973			729,626			1,387,358			1,012,494			890,047
Used vehicles		321,234			652,235			321,234			329,996			652,235			551,702			457,718
Parts, services and other		156,261			297,957			156,261			144,220			297,957			280,345			264,039

Subtotal		1,328,468			2,337,550			1,328,468			1,203,842			2,337,550			1,844,541			1,611,804
Total costs applicable to revenue		1,367,586			2,419,299			1,367,586			1,244,634			2,419,299			1,918,606			1,693,932
Gross profit:
Consumer Services and Plans		51,308			92,851			51,308			46,053			92,851			88,533			84,103
Retail
New vehicles		137,259			220,432			137,259			117,032			220,432			164,344			140,640
Used vehicles		74,940			154,524			74,940			78,124			154,524			129,084			111,963
Parts, services and other		142,622			255,877			142,622			129,407			255,877			238,560			219,666
Finance and insurance, net		120,392			190,278			120,392			99,637			190,278			134,826			106,291

Subtotal		475,213			821,111			475,213			424,200			821,111			666,814			578,560
Total gross profit		526,521			913,962			526,521			470,253			913,962			755,347			662,663
Operating expenses:
Selling, general and administrative		357,672			647,560			356,096			315,879			644,409			544,107			482,655
Depreciation and amortization		11,925			24,101			11,925			11,398			24,101			24,601			21,183
(Gain) loss on sale of assets		(248	)		(237	)		(248	)		(665	)		(237	)		33			1,803

Total operating expenses		369,349			671,424			367,773			326,612			668,273			568,741			505,641
Income from operations		157,172			242,538			158,748			143,641			245,689			186,606			157,022
Other income (expense):
Floor plan interest expense		(10,529	)		(12,427	)		(10,529	)		(6,381	)		(12,427	)		(10,675	)		(9,980	)
Other interest expense, net		(23,960	)		(50,491	)		(25,325	)		(26,362	)		(53,377	)		(46,769	)		(74,728	)
Loss on debt repayment		—			(4,740	)		—			—			—			(1,831	)		(49,450	)
Other income (expense), net		(2	)		1			(2	)		—			1			(35	)		(59	)

Total other income (expense)		(34,491	)		(67,657	)		(35,856	)		(32,743	)		(65,803	)		(59,310	)		(134,217	)
Income before income taxes		122,681			174,881			122,892			110,898			179,886			127,296			22,805
Income tax expense		(12,804	)		(16,295	)		(2,350	)		(2,208	)		(1,356	)		(2,140	)		(1,988	)

Net income	$	109,877		$	158,586		$	120,542		$	108,690		$	178,530		$	125,156		$	20,817



Per Share Data (1) :
Pro forma weighted average shares of Class A common stock outstanding:
Basic		18,470,525			18,470,525
Diluted		83,426,411			83,426,411
Pro forma net income available to Class A common stock per share:
Basic	$	0.88		$	1.27
Diluted	$	0.88		$	1.27

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		Historical CWGS, LLC

		Six Months Ended						Fiscal Year Ended

		June 30, 2016			June 30, 2015			December 31, 2015			December 31, 2014			December 31, 2013

		(unaudited)
		(in thousands, except per share data, margins and selected other operating data)
Consolidated Statements of Cash Flows Data:
Net cash provided by operating activities	$	114,425		$	91,545		$	112,143		$	44,064		$	14,623
Net cash used in investing activities	$	(82,122	)	$	(157,584	)	$	(176,200	)	$	(50,225	)	$	(46,195	)
Net cash (used in) provided by financing activities	$	(85,262	)	$	(11,258	)	$	45,372		$	80,366		$	48,120
Selected Other Data:
EBITDA (2)	$	160,142		$	148,658		$	257,364		$	198,666		$	118,716
Adjusted EBITDA (2)	$	161,146		$	145,391		$	253,718		$	198,555		$	168,481
Adjusted EBITDA Margin (3)		8.5	%		8.5	%		7.6	%		7.4	%		7.1	%
Same store sales growth (4)		8.1	%		14.5	%		12.8	%		6.8	%		15.0	%
Selected Other Operating Data:
Active Customers (5)		3,280,907			3,052,376			3,131,961			2,845,612			2,645,503
New vehicle units sold		26,385			22,065			40,229			27,092			23,418
Used vehicle units sold		17,932			18,335			35,485			28,062			22,720


		Pro Forma Camping World Holdings, Inc. (6)			Pro Forma CWGS, LLC (7)			Historical CWGS, LLC

		June 30, 2016			June 30, 2016			June 30, 2016

		(unaudited)			(unaudited)			(unaudited)
		(in thousands)
Consolidated Balance Sheets Data (at period end):
Cash and cash equivalents	$	93,143		$	63,137		$	39,066
Total assets	$	1,473,567		$	1,431,565		$	1,407,494
Total debt (8)	$	630,836		$	827,082		$	695,442
Total members'/stockholders' equity (deficit)	$	(35,253	)	$	(392,586	)	$	(285,017	)

(1)

Pro forma net income per share is calculated by dividing the pro forma net income by the weighted average shares outstanding.

(2)

EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity.

We define "EBITDA" as net income before other interest expense (excluding floor plan interest expense), provision for income taxes and depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss (gain) on debt repayment, loss (gain) on sale of assets and disposition of stores, monitoring fees, an adjustment to rent on right to use assets and other unusual or one-time items. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

Management and our board of directors use EBITDA and Adjusted EBITDA:

•: as a measurement of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, as they remove the impact of items not directly resulting from our core operations;
•: for planning purposes, including the preparation of our internal annual operating budget and financial projections;
•: to evaluate the performance and effectiveness of our operational strategies; and
•: to evaluate our capacity to fund capital expenditures and expand our business.

By providing these non-GAAP financial measures, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use EBITDA to measure our compliance with covenants such as consolidated leverage ratio. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our consolidated financial statements included elsewhere in this prospectus as indicators of financial performance. Some of the limitations are:
•: such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

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•

such measures do not reflect changes in, or cash requirements for, our working capital needs;

•

such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

•

such measures do not reflect our tax expense or the cash requirements to pay our taxes;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

•

other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA includes adjustments for loss (gain) on debt repayment, loss (gain) on sale of assets and disposition of stores, monitoring fees, an adjustment to rent on right to use assets and other unusual or one-time items. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. In addition, Adjusted EBITDA adjusts for other items that we do not expect to regularly record following this offering. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

The following table reconciles EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net income:


		Historical CWGS, LLC

		Six Months Ended						Fiscal Year Ended

		June 30, 2016			June 30, 2015			December 31, 2015			December 31, 2014			December 31, 2013

		(in thousands)
Net income	$	120,542		$	108,690		$	178,530		$	125,156		$	20,817
Other interest expense, net		25,325			26,362			53,377			46,769			74,728
Income tax expense		2,350			2,208			1,356			2,140			1,988
Depreciation and amortization		11,925			11,398			24,101			24,601			21,183

EBITDA		160,142			148,658			257,364			198,666			118,716

Adjustments:
Loss on debt repayment (a)		—			—			—			1,831			49,450
Loss (gain) on sale of assets and disposition of stores (b)		(246	)		146			1,452			2,689			2,147
Monitoring fee (c)		1,250			1,250			2,500			2,500			2,500
Adjustment to rent on right to use assets (d)		—			(4,663	)		(7,598	)		(7,131	)		(4,332	)

Adjusted EBITDA	$	161,146		$	145,391		$	253,718		$	198,555		$	168,481

(a): Represents the loss incurred on repayment of the 11.50% Senior Secured Notes due 2016 in 2013 and the 12.00% Series A Notes due 2018 in 2014.
(b): Represents (i) an adjustment to eliminate the gains and losses on sales of various assets, including (a) a $1.8 million gain on the asset sale of seven outdoor powersports magazine titles, two powersports shows and two conferences in March 2013 and (b) the sale of the former FreedomRoads, LLC corporate office building at a loss of $3.5 million in November 2013; (ii) aggregate non-recurring losses from two non-performing locations that were sold in 2015; and (iii) a loss equal to the present value of the remaining net obligation under the non-cancellable operating leases in locations with no operating business, which represented $0.0 million, $0.0 million, $0.8 million, $1.3 million and $0.3 million for the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013, respectively.
(c): Represents monitoring fees paid pursuant to a monitoring agreement to Crestview and Stephen Adams. We intend to terminate the monitoring agreement upon the consummation of this offering.
(d): Represents an adjustment to rent expense for the periods presented for certain right to use assets that were derecognized in the fourth quarter of 2015 due to lease modifications that resulted in the leases meeting the requirements to be reported as operating leases. The adjustments represent additional rent expense that would have been incurred for the periods presented had the leases previously been classified as operating leases. See Note 9 of the audited consolidated financial statements included elsewhere in this prospectus for additional information.

(3): Adjusted EBITDA Margin is defined as the ratio of Adjusted EBITDA to total revenues. We present Adjusted EBITDA Margin because it is used by management as a performance measurement of Adjusted EBITDA generated from total revenues. See footnote 2 above for a discussion of Adjusted EBITDA as a non-GAAP measure and a reconciliation of net income to EBITDA and Adjusted EBITDA.
(4): Same store sales growth represents the aggregate sales from a retail location, including the sale of new and used vehicles, parts and service, including RV accessories and supplies, and finance and insurance, during the current reporting period against the sales of the same retail location in the corresponding period of the previous year. Same store sales growth calculations for a given period include only those stores that were open both at the end of corresponding period and at the beginning of the preceding fiscal year.

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(5): We define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.
(6): Each $1.00 increase or decrease in the assumed initial public offering price of $22.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents and total stockholders' equity on a pro forma basis by approximately $10.6 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
(7): The pro forma data in this column gives effect to (i) the $135.0 million of incremental borrowings under our Senior Secured Credit Facilities and the use of a portion of the proceeds thereunder to pay a $100.0 million distribution to the members of CWGS, LLC on September 21, 2016, (ii) the $5.8 million special distribution paid on July 5, 2016 and (iii) the $1.8 million special distribution paid on September 7, 2016, in each case as if such debt was incurred and such distributions were declared and paid on June 30, 2016, as applicable. See Notes 2 and 11 to the unaudited pro forma consolidated balance sheet as of June 30, 2016, in "Unaudited Pro Forma Consolidated Financial Information."
(8): Total debt consists of borrowings under our Senior Secured Credit Facilities, net of unamortized original issue discount and capitalized finance costs of $4.3 million and $9.8 million, respectively, (as discussed under "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" and "Description of Certain Indebtedness"). See our audited consolidated financial statements included elsewhere in this prospectus, which include all liabilities, including amounts outstanding under our Floor Plan Facility.

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RISK FACTORS

You should carefully consider the risks described below, together with all of the other information included in this prospectus, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

Our business is affected by the availability of financing to us and our customers.

Our business is affected by the availability of financing to us and our customers. Generally, RV dealers, including us, finance their purchases of inventory with financing provided by lending institutions. We have up to $1.165 billion in maximum borrowing availability under a floor plan financing facility (the "Floor Plan Facility") after giving effect to an amendment to the Floor Plan Facility on July 1, 2016 to, among other things, increase the available amount under the facility from $865.0 million to $1.165 billion. As of June 30, 2016, we had $623.6 million floor plan notes payable outstanding with $541.4 million of additional borrowing capacity under the Floor Plan Facility after giving effect to the amendment to the Floor Plan Facility on July 1, 2016. As of June 30, 2016, approximately 90% of the invoice cost of new RV inventory and no used RV inventory was financed under the Floor Plan Facility. A decrease in the availability of this type of wholesale financing or an increase in the cost of such wholesale financing could prevent us from carrying adequate levels of inventory, which may limit product offerings and could lead to reduced sales and revenues.

Furthermore, many of our customers finance their RV purchases. Although consumer credit markets have improved, consumer credit market conditions continue to influence demand, especially for RVs, and may continue to do so. There continue to be fewer lenders, more stringent underwriting and loan approval criteria, and greater down payment requirements than in the past. If credit conditions or the credit worthiness of our customers worsen, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates, it could result in a decrease in the sales of our products and have a material adverse effect on our business, financial condition and results of operations.

Fuel shortages, or high prices for fuel, could have a negative effect on our business.

Gasoline or diesel fuel is required for the operation of RVs. There can be no assurance that the supply of these petroleum products will continue uninterrupted, that rationing will not be imposed or that the price of or tax on these petroleum products will not significantly increase in the future. Shortages of gasoline and diesel fuel have had a material adverse effect on the RV industry as a whole in the past and any such shortages or substantial increases in the price of fuel could have a material adverse effect on our business, financial condition or results of operations.

Our success depends to a significant extent on the well-being, as well as the continued popularity and reputation for quality, of our manufacturers, particularly Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc.

Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc. supplied approximately 54%, 14%, 13% and 12%, respectively, of our new RV inventory as of June 30, 2016. We depend on our manufacturers to provide us with products that compare favorably with competing products in terms of quality, performance, safety and advanced features. Any adverse change in the production efficiency, product development efforts, technological advancement, marketplace acceptance, reputation, marketing capabilities or financial condition of our manufacturers, particularly Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc., could have a substantial adverse impact on our business. Any difficulties encountered

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by any of our manufacturers, particularly Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc., resulting from economic, financial, or other factors could adversely affect the quality and amount of products that they are able to supply to us and the services and support they provide to us.

The interruption or discontinuance of the operations of Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc. or other manufacturers could cause us to experience shortfalls, disruptions, or delays with respect to needed inventory. Although we believe that adequate alternate sources would be available that could replace any manufacturer as a product source, those alternate sources may not be available at the time of any interruption, and alternative products may not be available at comparable quality and prices.

Our supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry. Our dealer agreements with manufacturers are generally made on a location-by-location basis, and each retail location typically enters into multiple dealer agreements with multiple manufacturers. Our dealer agreements also generally provide for a one-year term, which is typically renewed annually. The terms of our dealer agreements are typically subject to:

•: us meeting all the requirements and conditions of the manufacturer's applicable programs;
•: us maintaining certain minimum inventory requirements and meeting certain retail sales objectives;
•: us performing services and repairs for all owners of the manufacturer's RVs (regardless from whom the RV was purchased) that are still under warranty and us carrying the manufacturer's parts and accessories needed to service and repair the manufacturer's RVs in stock at all times;
•: us actively advertising and promoting the manufacturer's RVs; and
•: us indemnifying the manufacturer under certain circumstances.

Our dealer agreements generally designate a specific geographical territory for us, which is often exclusive to us, provided that we are able to meet the material obligations of the applicable dealer agreement.

In addition, many of our dealer agreements contain stocking level requirements and certain of our dealer agreements contain contractual provisions concerning minimum advertised product pricing for current model year units. Wholesale pricing is generally established on a model year basis and is subject to change in the manufacturer's sole discretion. In certain cases, the manufacturer may also establish a suggested retail price, below which we cannot advertise that manufacturer's RVs. Any change, non-renewal, unfavorable renegotiation or termination of these arrangements for any reason could adversely affect product availability and cost and our financial performance.

Our business model is impacted by general economic conditions in our markets, and ongoing economic and financial uncertainties may cause a decline in consumer spending that may adversely affect our business, financial condition and results of operations.

As a business that relies on consumer discretionary spending, we may be adversely affected if our customers reduce, delay or forego their purchases of our services, protection plans, products and resources as a result of:

•: job losses;
•: bankruptcies;
•: higher consumer debt and interest rates;

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•: reduced access to credit;
•: higher energy and fuel costs;
•: relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as air travel and rail;
•: falling home prices;
•: lower consumer confidence;
•: uncertainty or changes in tax policies and tax rates; or
•: uncertainty due to national or international security concerns.

We also rely on our retail locations to attract and retain customers and to build our customer database. If we close retail locations or are unable to open or acquire new retail locations due to general economic conditions or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operation.

Decreases in Active Customers, average spend per customer or retention and renewal rates for our consumer services and plans would negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse effect on our business. Promotional activities and decreased demand for consumer products could also affect our profitability and margins. In addition, adverse economic conditions may result in an increase in our operating expenses due to, among other things, higher costs of labor, energy, equipment and facilities. Due to recent fluctuations in the U.S. economy, our sales, operating and financial results for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally, we are subject to economic fluctuations in local markets that may not reflect the economic conditions of the U.S. economy. Any of the foregoing factors could have a material adverse effect on our business, financial condition and results of operations.

In addition, the success of our recurring Good Sam consumer services and plans depends, in part, on our customers' use of certain RV sites and/or the purchase of services, protection plans, products and resources through participating merchants. If general economic conditions worsen, our customers may perceive that they have less disposable income for leisure activities or they may not be able to obtain credit for discretionary purchases. As a result, they may travel less frequently, spend less when they travel and purchase and utilize our services, protection plans, products and resources less often, if at all, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, if we face increased competition from other businesses with similar product and service offerings, we may need to respond by establishing pricing, marketing and other programs or by seeking out additional strategic alliances or acquisitions that may be less favorable to us than we could otherwise establish or obtain in more favorable economic environments. In addition, declines in the national economy could cause merchants who participate in our programs to go out of business. It is likely that, should the number of merchants entering bankruptcy rise, the number of uncollectible accounts would also rise. These factors could have a material adverse effect on our business, financial condition and results of operations.

We depend on our ability to attract and retain customers.

Our future success depends in large part upon our ability to attract and retain Active Customers for our services, protection plans, products and resources. The extent to which we achieve growth in our customer base and sustain high renewal rates of our recurring consumer services and plans materially influences our profitability. Any number of factors could affect our ability to grow our customer base and sustain high renewal rates of our recurring consumer

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services and plans. These factors include consumer preferences, the frequency with which customers utilize our services, protection plans, products and resources, general economic conditions, our ability to maintain our retail locations, weather conditions, the availability of alternative services, protection plans, products and resources, significant increases in gasoline prices, the disposable income of consumers available for discretionary expenditures and the external perception of our brands. Any significant decline in our customer base, the growth of our customer base or the usage of our services, protection plans, products or resources by our customers, including the renewal rates of our recurring consumer services and plans, could have a material adverse effect on our business, financial condition and results of operations.

Competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast could reduce our revenues and profitability.

The market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast is highly fragmented and competitive. Competitive factors that drive the RV market are price, product and service features, technology, performance, reliability, quality, availability, variety, delivery and customer service. We compete directly or indirectly with the following types of companies:

•: major national insurance and warranty companies, providers of roadside assistance and providers of extended service contracts;
•: other dealers of new and used RVs;
•: other specialty retailers that compete with us across a significant portion of our merchandising categories through retail catalog or e-commerce businesses; and
•: online retailers.

Additional competitors may enter the businesses in which we currently operate. Moreover, some of our mass merchandising competitors do not currently compete in many of the product categories we offer, but may choose to offer a broader array of competing products in the future. In addition, an increase in the number of aggregator and price comparison sites for insurance products may negatively impact our sales of these products. If any of our competitors successfully provides a broader, more efficient or attractive combination of services, protection plans, products and resources to our target customers, our business results could be materially adversely affected. Our inability to compete effectively with existing or potential competitors could have a material adverse effect on our business, financial condition and results of operations.

Our expansion into new, unfamiliar markets presents increased risks that may prevent us from being profitable in these new markets. Delays in opening or acquiring new retail locations could have a material adverse effect on our business, financial condition and results of operations.

We intend to expand by building or acquiring new retail locations in new markets. As a result, we may have less familiarity with local consumer preferences and could encounter difficulties in attracting customers due to a reduced level of consumer familiarity with our brands. Other factors that may impact our ability to open or acquire new retail locations in new markets and operate them profitably, many of which are beyond our control, include:

•: our ability to identify suitable acquisition opportunities or new locations, including our ability to gather and assess demographic and marketing data to determine consumer demand for our products in the locations we select;
•: our ability to negotiate favorable lease agreements;
•: our ability to secure product lines;

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•: the availability of construction materials and labor for new retail locations and the absence of significant construction delays or cost overruns;
•: our ability to accurately assess the profitability of potential acquisitions or new locations;
•: our ability to secure required governmental permits and approvals;
•: our ability to hire and train skilled store operating personnel, especially management personnel;
•: our ability to provide a satisfactory mix of merchandise that is responsive to the needs of our customers living in the geographic areas where new retail locations are built or acquired;
•: our ability to supply new retail locations with inventory in a timely manner;
•: our competitors building or leasing retail locations near our retail locations or in locations we have identified as targets;
•: regional economic and other factors in the geographic areas in which we expand; and
•: general economic and business conditions affecting consumer confidence and spending and the overall strength of our business.

Once we decide on a new market and identify a suitable location or acquisition opportunity, any delays in opening or acquiring new retail locations could impact our financial results. It is possible that events, such as delays in the entitlements process or construction delays caused by permitting or licensing issues, material shortages, labor issues, weather delays or other acts of god, discovery of contaminants, accidents, deaths or injuries, could delay planned openings beyond their expected dates or force us to abandon planned openings altogether.

As we grow, we will face the risk that our existing resources and systems, including management resources, accounting and finance personnel and operating systems, may be inadequate to support our growth. We cannot assure you that we will be able to retain the personnel or make the changes in our systems that may be required to support our growth. Failure to secure these resources and implement these systems on a timely basis could have a material adverse effect on our results of operations. In addition, hiring additional personnel and implementing changes and enhancements to our systems will require capital expenditures and other increased costs that could also have a material adverse impact on our results of operations.

Our expansion into new markets may also create new distribution and merchandising challenges, including additional strain on our distribution centers, an increase in information to be processed by our management information systems and diversion of management attention from existing operations. To the extent that we are not able to meet these additional challenges, our sales could decrease and our operating expenses could increase, which could have a material adverse effect on our business, financial condition and results of operations.

Finally, the size, timing, and integration of any future new retail location openings or acquisitions may cause substantial fluctuations in our results of operations from quarter to quarter. Consequently, our results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could adversely affect the market price of our common stock.

As a result of the above factors, we cannot assure you that we will be successful in operating our retail locations in new markets on a profitable basis, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.

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Unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through acquisitions could inhibit our growth and negatively impact our profitability.

Since January 1, 2011, we have acquired 35 retail locations and we have sold two retail locations. Each acquired retail location operated independently prior to its acquisition by us. Our success depends, in part, on our ability to continue to make successful acquisitions and to integrate the operations of acquired retail locations, including centralizing certain functions to achieve cost savings and pursuing programs and processes that promote cooperation and the sharing of opportunities and resources among our retail locations and consumer services and plans. Unforeseen expenses, difficulties and delays frequently encountered in connection with rapid expansion through acquisitions could inhibit our growth and negatively impact our profitability.

We also may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates that we identify. Increased competition for acquisition candidates or increased asking prices by acquisition candidates may increase purchase prices for acquisitions to levels beyond our financial capability or to levels that would not result in the returns required by our acquisition criteria. Acquisitions also may become more difficult or less attractive in the future as we continue to acquire the most attractive dealers and stores. In addition, we may encounter difficulties in integrating the operations of acquired dealers and stores with our own operations or managing acquired dealers and stores profitably without substantial costs, delays, or other operational or financial problems.

Our ability to continue to grow through the acquisition of additional retail locations will depend upon various factors, including the following:

•: the availability of suitable acquisition candidates at attractive purchase prices;
•: the ability to compete effectively for available acquisition opportunities;
•: the availability of cash on hand, borrowed funds or Class A common stock with a sufficient market price to finance the acquisitions;
•: the ability to obtain any requisite third party or governmental approvals; and
•: the absence of one or more third parties attempting to impose unsatisfactory restrictions on us in connection with their approval of acquisitions.

As a part of our acquisition strategy, we frequently engage in discussions with various dealerships regarding their potential acquisition by us. In connection with these discussions, we and each potential acquisition candidate exchange confidential operational and financial information, conduct due diligence inquiries, and consider the structure, terms, and conditions of the potential acquisition. Potential acquisition discussions frequently take place over a long period of time and involve difficult business integration and other issues, including in some cases, management succession and related matters. As a result of these and other factors, a number of potential acquisitions that from time to time appear likely to occur do not result in binding legal agreements and are not consummated. In addition, we may have disagreements with potential acquisition targets, which could lead to litigation. Any of these factors or outcomes could result in a material adverse effect on our business, financial condition and results of operations.

Failure to maintain the strength and value of our brands could have a material adverse effect on our business, financial condition and results of operations.

Our success depends on the value and strength of the Camping World and Good Sam brands. The Camping World and Good Sam names are integral to our business as well as to the implementation of our strategies for expanding our business. Maintaining, enhancing, promoting and positioning our brands, particularly in new markets where we have limited brand recognition, will depend largely on the success of our marketing and merchandising efforts and our ability to

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provide high quality services, protection plans, products and resources and a consistent, high quality customer experience. Our brands could be adversely affected if we fail to achieve these objectives, if we fail to comply with local laws and regulations, if we are subject to publicized litigation or if our public image or reputation were to be tarnished by negative publicity. Some of these risks may be beyond our ability to control, such as the effects of negative publicity regarding our manufacturers, suppliers or third party providers of services or negative publicity related to members of management. Any of these events could result in decreases in revenues. Further, maintaining, enhancing, promoting and positioning our brands image may require us to make substantial investments in areas such as merchandising, marketing, store operations, community relations, store graphics and employee training, which could adversely affect our cash flow and which may ultimately be unsuccessful. These factors could have a material adverse effect on our business, financial condition and results of operations.

Our failure to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends could have a material adverse effect on our business, financial condition and results of operations.

Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner. Our products appeal to consumers who are, or could become, RV owners across North America. The preferences of these consumers cannot be predicted with certainty and are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including consumer preferences, competition, market conditions, general economic conditions and other factors outside of our control. We cannot predict consumer preferences with certainty, and consumer preferences often change over time. We typically order merchandise well in advance of the following selling season. The extended lead times for many of our purchases may make it difficult for us to respond rapidly to new or changing product trends, increases or decreases in consumer demand or changes in prices. If we misjudge either the market for our merchandise or our consumers' purchasing habits in the future, our revenues may decline significantly and we may not have sufficient quantities of merchandise to satisfy consumer demand or sales orders or we may be required to discount excess inventory, either of which could have a material adverse effect on our business, financial condition and results of operations.

Our same store sales may fluctuate and may not be a meaningful indicator of future performance.

Our same store sales may vary from quarter to quarter. A number of factors have historically affected, and will continue to affect, our same store sales results, including:

•: changes or anticipated changes to regulations related to some of the products we sell;
•: consumer preferences, buying trends and overall economic trends;
•: our ability to identify and respond effectively to local and regional trends and customer preferences;
•: our ability to provide quality customer service that will increase our conversion of shoppers into paying customers;
•: competition in the regional market of a store;
•: atypical weather patterns;
•: changes in our product mix;
•: changes to local or regional regulations affecting our stores;

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•: changes in sales of consumer services and plans and retention and renewal rates for our annually renewing consumer services and plans; and
•: changes in pricing and average unit sales.

An unanticipated decline in revenues or same store sales may cause the price of our Class A common stock to fluctuate significantly.

The cyclical nature of our business has caused our sales and results of operations to fluctuate. These fluctuations may continue in the future, which could result in operating losses during downturns.

The RV industry is cyclical and is influenced by many national and regional economic and demographic factors, including:

•: terms and availability of financing for retailers and consumers;
•: overall consumer confidence and the level of discretionary consumer spending;
•: population and employment trends;
•: income levels; and
•: general economic conditions, including inflation, deflation and recessions.

As a result of the foregoing factors, our sales and results of operations have fluctuated, and we expect that they will continue to fluctuate in the future.

Our business is seasonal and this leads to fluctuations in sales and revenues.

We have experienced, and expect to continue to experience, variability in revenue, net income and cash flows as a result of annual seasonality in our business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.

On average, over the three years ended December 31, 2015, we have generated 29.5% and 28.8% of our annual revenue in the second and third fiscal quarters, respectively, which include the spring and summer months. We incur additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in our retail locations and program costs. If, for any reason, we miscalculate the demand for our products or our product mix during the second and third fiscal quarters, our sales in these quarters could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could have a material adverse effect on our business, financial condition and results of operations.

Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital.

The operation of our business, the rate of our expansion and our ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn depends on cash flow generated by our business and, if necessary, the availability of equity or debt capital. We also require sufficient cash flow to meet our obligations under our existing debt

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agreements. On a pro forma basis giving effect to only the Recapitalization, as of June 30, 2016, we had an existing credit agreement that included a $844.6 million term loan (the "Term Loan Facility") and $20.0 million of commitments for revolving loans (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Senior Secured Credit Facilities"). Additionally, we also have up to $1.165 billion in maximum borrowing availability under our Floor Plan Facility after giving effect to an amendment to the Floor Plan Facility on July 1, 2016 to, among other things, increase the available amount under the facility from $865.0 million to $1.165 billion. On a pro forma basis giving effect to only the Recapitalization, as of June 30, 2016, we had $827.1 million of term loans outstanding under the Senior Secured Credit Facilities, net of $5.0 million of unamortized original issue discount and $12.5 million of finance costs, $0.0 million of revolving borrowings outstanding under the Senior Secured Credit Facilities and $623.6 million in floor plan notes payable outstanding under the Floor Plan Facility, with $16.3 million of additional borrowing capacity under our Revolving Credit Facility and $541.4 million of additional borrowing capacity under our Floor Plan Facility after giving effect to the amendment to the Floor Plan Facility on July 1, 2016. Our Term Loan Facility requires us to make quarterly principal payments of the outstanding principal amount thereof, which totaled $19.9 million and $17.3 million for the six months ended June 30, 2016 and 2015, respectively and $36.6 million, $13.9 million and $0.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. Additionally, we paid total cash interest on our Senior Secured Credit Facilities of $23.1 million and $18.1 million for the six months ended June 30, 2016 and 2015, respectively, and $36.8 million, $30.4 million and $0.0 million for the years ended December 31, 2015, 2014 and 2013, respectively, and we paid total floor plan interest expense on our Floor Plan Facility of $10.2 million and $6.4 million for the six months ended June 30, 2016 and 2015, respectively, and $12.4 million, $10.7 million and $10.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. In addition to interest paid on our Senior Secured Credit Facilities and our Floor Plan Facility, we paid cash interest of $0.5 million and $4.5 million for the six months ended June 30, 2016 and 2015, respectively, and $8.5 million, $13.8 million and $90.9 million for the years ended December 31, 2015, 2014 and 2013, respectively, which in 2013 primarily consisted of $43.6 million of interest on the Enterprise Notes (as defined herein) and $37.4 million of interest on the $333.0 million in principal amount of the 11.50% Senior Secured Notes due 2016 that were redeemed in November 2013 with a portion of the proceeds from our Senior Secured Credit Facilities. The Term Loan Facility also provides for an excess cash flow payment following the end of each fiscal year, such that the Borrower (as defined herein) is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow for such fiscal year if the total leverage ratio is greater than 2.50 to 1.00. The required percentage of excess cash flow prepayment is reduced to 25% if the total leverage ratio is 2.00 to 1.00 or greater, but less than 2.50 to 1.00, and 0% if the total leverage ratio is less than 2.00 to 1.00. As of December 31, 2015, the Borrower's excess cash flow offer, as defined, was $16.1 million and was presented to the lenders under our Term Loan Facility. The lenders accepted $12.0 million of the prepayment offer and a principal payment in that amount was made on May 9, 2016. There was no excess cash flow required for the year ended December 31, 2014. See "Management's Discussion and Analysis and Results of Operations — Description of Senior Secured Credit Facilities and Floor Plan Facility."

We are dependent to a significant extent on our ability to finance our new and certain of our used RV inventory under our Floor Plan Facility. Floor plan financing arrangements allow us to borrow money to buy a particular new RV from the manufacturer or a used RV on trade-in or at auction and pay off the loan when we sell that particular RV. We may need to increase the capacity of our existing Floor Plan Facility in connection with our acquisition of dealerships and overall growth. In the event that we are unable to obtain such incremental financing, our ability to complete acquisitions could be limited.

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We cannot assure you that our cash flow from operations or cash available under our Revolving Credit Facility or our Floor Plan Facility will be sufficient to meet our needs. If we are unable to generate sufficient cash flows from operations in the future, and if availability under our Revolving Credit Facility or our Floor Plan Facility is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all.

Our Senior Secured Credit Facilities and our Floor Plan Facility contain restrictive covenants that may impair our ability to access sufficient capital and operate our business.

Our Senior Secured Credit Facilities and our Floor Plan Facility contain various provisions that limit our ability to, among other things:

•: incur additional indebtedness;
•: incur certain liens;
•: consolidate or merge;
•: alter the business conducted by us and our subsidiaries;
•: make investments, loans, advances, guarantees and acquisitions;
•: sell assets, including capital stock of our subsidiaries;
•: enter into certain sale and leaseback transactions;
•: pay dividends on capital stock or redeem, repurchase or retire capital stock or certain other indebtedness;
•: engage in transactions with affiliates; and
•: enter into agreements restricting our subsidiaries' ability to pay dividends.

In addition, the restrictive covenants in our Senior Secured Credit Facilities and our Floor Plan Facility require us to maintain specified financial ratios. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Senior Secured Credit Facilities and Floor Plan Facility" and "Description of Certain Indebtedness." Our ability to comply with those financial ratios may be affected by events beyond our control, and our failure to comply with these ratios could result in an event of default.

These covenants may affect our ability to operate and finance our business as we deem appropriate. Our inability to meet obligations as they become due or to comply with various financial covenants contained in the instruments governing our current or future indebtedness could constitute an event of default under the instruments governing our indebtedness.

If there were an event of default under the instruments governing our indebtedness, the holders of the affected indebtedness could declare all of the affected indebtedness immediately due and payable, which, in turn, could cause the acceleration of the maturity of all of our other indebtedness. We may not have sufficient funds available, or we may not have access to sufficient capital from other sources, to repay any accelerated debt. Even if we could obtain additional financing, the terms of the financing may not be favorable to us. In addition, substantially all of our assets are subject to liens securing our Senior Secured Credit Facilities and our Floor Plan Facility. If amounts outstanding under our Senior Secured Credit Facilities and our Floor Plan Facility were accelerated, our lenders could foreclose on these liens and we could lose substantially all of our

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assets. Any event of default under the instruments governing our indebtedness could have a material adverse effect on our business, financial condition and results of operations.

We primarily rely on two fulfillment and distribution centers for our retail, e-commerce and catalog businesses, and, if there is a natural disaster or other serious disruption at either facility, we may be unable to deliver merchandise effectively to our stores or customers.

Although we expect to open a third distribution and fulfillment center in Fort Worth, Texas in the second half of 2016, we currently rely on two distribution and fulfillment centers located in Franklin, Kentucky and Bakersfield, California for our retail, e-commerce and catalog businesses. We handle almost all of our e-commerce and catalog orders through these two facilities. Any natural disaster or other serious disruption at either facility due to fire, tornado, earthquake, flood or any other cause could damage our on-site inventory or impair our ability to use such distribution and fulfillment center. While we maintain business interruption insurance, as well as general property insurance, the amount of insurance coverage may not be sufficient to cover our losses in such an event. Additionally, we may be delayed in opening our new distribution and fulfillment center, which could put further strain on our existing distribution and fulfillment centers as we expand our operations. Any of these occurrences could impair our ability to adequately stock our stores or fulfill customer orders and harm our results of operations.

Natural disasters, whether or not caused by climate change, unusual weather condition, epidemic outbreaks, terrorist acts and political events could disrupt business and result in lower sales and otherwise adversely affect our financial performance.

The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus or measles, terrorist attacks or disruptive political events in certain regions where our stores are located could adversely affect our business and result in lower sales. Severe weather, such as heavy snowfall or extreme temperatures, may discourage or restrict customers in a particular region from traveling to our stores or utilizing our products, thereby reducing our sales and profitability. Natural disasters including tornadoes, hurricanes, floods, hail storms and earthquakes may damage our stores or other operations, which may materially adversely affect our consolidated financial results. In addition to business interruption, our retailing business is subject to substantial risk of property loss due to the concentration of property at our retail locations. To the extent these events also impact one or more of our key suppliers or result in the closure of one or both of our distribution centers or our corporate headquarters, we may be unable to maintain inventory balances, maintain delivery schedules or provide other support functions to our stores. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

We depend on our relationships with third party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers' operations could have an adverse effect on our business and results of operations.

Our business depends in part on developing and maintaining productive relationships with third party providers of services, protection plans, products and resources that we market to our customers. During the year ended December 31, 2015 we sourced our products from approximately 1,300 domestic and international vendors. Additionally, we rely on certain third party providers to support our services, protection plans, products and resources, including insurance carriers for our property and casualty insurance and extended service contracts, banks and captive financing companies for vehicle financing and refinancing, Comenity Capital Bank as the issuer of our co-branded credit card and a tow provider network for our roadside assistance programs. We

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cannot accurately predict when, or the extent to which, we will experience any disruption in the supply of products from our vendors or services from our third party providers. Any such disruption could negatively impact our ability to market and sell our services, protection plans, products and resources, which could have a material adverse effect on our business, financial condition and results of operations. In addition, Comenity Capital Bank could decline to renew our services agreement or become insolvent and unable to perform our contract, and we may be unable to timely find a replacement bank to provide these services.

We depend on merchandise purchased from our vendors to obtain products for our retail locations. We have no contractual arrangements providing for continued supply from our key vendors, and our vendors may discontinue selling to us at any time. Changes in commercial practices of our key vendors or manufacturers, such as changes in vendor support and incentives or changes in credit or payment terms, could also negatively impact our results. If we lose one or more key vendors or are unable to promptly replace a vendor that is unwilling or unable to satisfy our requirements with a vendor providing equally appealing products at comparable prices, we may not be able to offer products that are important to our merchandise assortment.

We also are subject to risks, such as the price and availability of raw materials and fabrics, labor disputes, union organizing activity, strikes, inclement weather, natural disasters, war and terrorism and adverse general economic and political conditions that might limit our vendors' ability to provide us with quality merchandise on a timely and cost-efficient basis. We may not be able to develop relationships with new vendors, and products from alternative sources, if any, may be of a lesser quality and more expensive than those we currently purchase. Any delay or failure in offering quality products and services to our customers could have a material adverse effect on our business, financial condition and results of operations.

We offer emergency roadside assistance to our customers at a fixed price per year and we pay our tow provider network based on usage. If the amount of emergency roadside claims substantially exceeds our estimates or if our tow provider is unable to adequately respond to calls, it could have a material adverse effect on our business, financial condition or results of operations.

With respect to the insurance programs that we offer, we are dependent on the insurance carriers that underwrite the insurance to obtain appropriate regulatory approvals and maintain compliance with insurance regulations. If such carriers do not obtain appropriate state regulatory approvals or comply with such changing regulations, we may be required to use an alternative carrier or change our insurance products or cease marketing certain insurance related products in certain states, which could have a material adverse effect on our business, financial condition and results of operations. If we are required to use an alternative insurance carrier or change our insurance related products, it may materially increase the time required to bring an insurance related product to market. Any disruption in our service offerings could harm our reputation and result in customer dissatisfaction.

Additionally, we provide financing to qualified customers through a number of third party financing providers. If one or more of these third party providers ceases to provide financing to our customers, provides financing to fewer customers or no longer provides financing on competitive terms, or if we were unable to replace the current third party providers upon the occurrence of one or more of the foregoing events, it could have a material adverse effect on our business, financial condition and results of operations.

We also offer a co-branded credit card issued by Comenity Capital Bank, a third party bank that manages and directly extends credit to our customers. The cardholders can earn promotional points on a variety of qualifying purchases, such as purchases at Camping World, on Good Sam purchases and at private campgrounds across the United States and Canada. We earn incentive payments from our card network partner based on the use of the credit card. A decrease in the

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popularity and use of our co-branded credit card could reduce our ability to earn incentive payment income as part of the program and could have a material adverse effect on our business, financial condition and results of operations.

A portion of our net income is from financing, insurance and extended service contracts, which depend on third party lenders and insurance companies. We cannot assure you third party lending institutions will continue to provide financing for RV purchases.

A portion of our net income comes from the fees we receive from lending institutions and insurance companies for arranging financing and insurance coverage for our customers. The lending institution pays us a fee for each loan that we arrange. If these lenders were to lend to our customers directly rather than through us, we would not receive a fee. In addition, if customers prepay financing we arranged within a specified period (generally within six months of making the loan), we are required to rebate (or "chargeback") all or a portion of the commissions paid to us by the lending institution. Our revenues from financing fees and vehicle service contract fees are recorded net of a reserve for estimated future chargebacks based on historical operating results. Lending institutions may change the criteria or terms they use to make loan decisions, which could reduce the number of customers for whom we can arrange financing, or may elect to not continue to provide these products with respect to RVs. Our customers may also use the internet or other electronic methods to find financing alternatives. If any of these events occur, we could lose a significant portion of our income and profit.

Furthermore, new and used vehicles may be sold and financed through retail installment sales contracts entered into between us and third-party purchasers. Prior to entering into a retail installment sales contract with a third-party purchaser, we typically have a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically assigned by us to third-party lenders simultaneously with the execution of the retail installment sales contracts. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged assignment agreements have been determined, and to whom the retail installment sales contract have been assigned. We recognize revenue when the applicable new or used vehicle is delivered and we have assigned the retail installment sales contract to a third-party lender and collectability is reasonably assured. Funding from the third-party lender is provided upon receipt, final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Contracts in transit are included in current assets in our consolidated financial statements included elsewhere in this prospectus and totaled $65.9 million as of June 30, 2016, $21.9 million as of December 31, 2015 and $22.6 million as of December 31, 2014. Any defaults on these retail installment sales contracts could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.

Our success depends in part on our ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. Competition for these types of personnel is high. We may be unsuccessful in attracting and retaining the personnel we require to conduct our operations successfully and, in such an event, our business could be materially and adversely affected. Our success also depends to a significant extent on the continued service and performance of our senior management team, including our Chairman and Chief Executive Officer Marcus Lemonis. The loss of any member of our senior management team could impair our ability to execute our

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business plan and could therefore have a material adverse effect on our business, results of operations and financial condition. Additionally, certain members of our management team, including Mr. Lemonis, currently pursue and may continue to pursue other business ventures, which could divert their attention from executing on our business plan and objectives. We do not currently maintain key-man life insurance policies on any member of our senior management team or other key employees. We have entered into employment agreements with Marcus A. Lemonis, our Chief Executive Officer, Thomas F. Wolfe, our Chief Financial Officer and Secretary, Brent L. Moody, our Chief Operating and Legal Officer, Roger L. Nuttall, our President of Camping World, and Mark J. Boggess, our President of Good Sam Enterprises.

Our business depends on our ability to meet our labor needs.

Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified employees, including market managers, general managers, sales managers, department managers and sales associates. Qualified individuals of the requisite caliber and number needed to fill these positions may be in short supply in some areas, and the turnover rate in the retail industry is high. If we are unable to hire and retain sales associates capable of consistently providing a high level of customer service, as demonstrated by their enthusiasm for our culture and knowledge of our merchandise, our business could be materially adversely affected. Although none of our employees are currently covered by collective bargaining agreements, our employees may elect to be represented by labor unions in the future, which could increase our labor costs. Additionally, competition for qualified employees could require us to pay higher wages to attract a sufficient number of employees. An inability to recruit and retain a sufficient number of qualified individuals in the future may delay the planned openings of new stores. Any such delays, any material increases in employee turnover rates at existing stores or any increases in labor costs could have a material adverse effect on our business, financial condition or results of operations.

We primarily lease our retail locations. If we are unable to maintain those leases or locate alternative sites for our stores in our target markets and on terms that are acceptable to us, our revenues and profitability could be adversely affected.

We lease substantially all of the real properties where we have operations, including, as of June 30, 2016, all 120 of our Camping World retail locations in 36 states and our two distribution centers. Our leases generally provide for fixed monthly rentals with escalation clauses and range from one to five years. There can be no assurance that we will be able to maintain our existing retail locations as leases expire, extend the leases or be able to locate alternative sites in our target markets and on favorable terms. Any failure to maintain our existing retail locations, extend the leases or locate alternative sites on favorable or acceptable terms could have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to numerous federal, state and local regulations.

Our operations are subject to varying degrees of federal, state and local regulation, including our RV sales, RV financing, outbound telemarketing, direct mail, roadside assistance programs and insurance activities. New regulatory efforts may be proposed from time to time that have a material adverse effect on our ability to operate our businesses or our results of operations. For example, in the past a principal source of leads for our direct response marketing efforts was new vehicle registrations provided by motor vehicle departments in various states. Currently, all states restrict access to motor vehicle registration information.

We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called "lemon laws." Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the weight, length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect our business and operations.

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Further, certain federal and state laws and regulations affect our activities. Areas of our business affected by such laws and regulations include, but are not limited to, labor, advertising, consumer protection, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety. Compliance with these laws and others may be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which was signed into law on July 21, 2010, established the Consumer Financial Protection Bureau (the "CFPB"), an independent federal agency funded by the United States Federal Reserve with broad regulatory powers and limited oversight from the United States Congress. Although automotive dealers are generally excluded, the Dodd-Frank Act could lead to additional, indirect regulation of automotive dealers, in particular, their sale and marketing of finance and insurance products, through its regulation of automotive finance companies and other financial institutions. In March 2013, the CFPB issued supervisory guidance highlighting its concern that the practice of automotive dealers being compensated for arranging customer financing through discretionary markup of wholesale rates offered by financial institutions ("dealer markup") results in a significant risk of pricing disparity in violation of The Equal Credit Opportunity Act (the "ECOA"). The CFPB recommended that financial institutions under its jurisdiction take steps to address compliance with the ECOA, which may include imposing controls on dealer markup, monitoring and addressing the effects of dealer markup policies, and eliminating dealer discretion to markup buy rates and fairly compensating dealers using a different mechanism that does not result in disparate impact to certain groups of consumers.

In addition, the Patient Protection and Affordable Care Act (the "Affordable Care Act"), which was signed into law on March 23, 2010, may increase our annual employee health care costs that we fund and has increased our cost of compliance and compliance risk related to offering health care benefits.

Furthermore, our property and casualty insurance programs that we offer through third party insurance carriers are subject to various state laws and regulations governing the business of insurance, including, without limitation, laws and regulations governing the administration, underwriting, marketing, solicitation or sale of insurance programs. Our third party insurance carriers are required to apply for, renew, and maintain licenses issued by state, federal or foreign regulatory authorities. Such regulatory authorities have relatively broad discretion to grant, renew and revoke such licenses. Accordingly, any failure by such parties to comply with the then current licensing requirements, which may include any determination of financial instability by such regulatory authorities, could result in such regulators denying their initial or renewal applications for such licenses, modifying the terms of licenses or revoking licenses that they currently possess, which could severely inhibit our ability to market these products. Additionally, certain state laws and regulations govern the form and content of certain disclosures that must be made in connection with the sale, advertising or offer of any insurance program to a consumer. We review all marketing materials we disseminate to the public for compliance with applicable insurance regulations. We are required to maintain certain licenses and approvals in order to market insurance programs.

We have instituted various and comprehensive policies and procedures to address compliance. However, there can be no assurance that employees, contractors, vendors or our agents will not violate such laws and regulations or our policies and procedures.

Regulations applicable to the sale of extended service contracts could materially impact our business and results of operations.

We offer extended service contracts that may be purchased as a supplement to the original purchaser's warranty. These products are subject to complex federal and state laws and

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regulations. There can be no assurance that regulatory authorities in the jurisdictions in which these products are offered will not seek to regulate or restrict these products. Failure to comply with applicable laws and regulations could result in fines or other penalties including orders by state regulators to discontinue sales of the warranty products in one or more jurisdictions. Such a result could materially and adversely affect our business, results of operations and financial condition.

We currently transfer the majority of the administration and liability obligations associated with these extended service contracts to a third party upon purchase by the customer. State laws and regulations, however, may limit or condition our ability to transfer these administration and liability obligations to third parties, which could in turn impact the way revenue is recognized from these products. Failure to comply with these laws could result in fines or other penalties, including orders by state regulators to discontinue sales of these product offerings as currently structured. Such a result could materially and adversely affect our business, financial condition and results of operations.

If state dealer laws are repealed or weakened, our dealerships will be more susceptible to termination, non-renewal or renegotiation of dealer agreements.

State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or non-renewal. Some state dealer laws allow dealers to file protests or petitions or attempt to comply with the manufacturer's criteria within the notice period to avoid the termination or non-renewal. Though unsuccessful to date, manufacturers' lobbying efforts may lead to the repeal or revision of state dealer laws. If dealer laws are repealed in the states in which we operate, manufacturers may be able to terminate our dealer agreements without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealer laws, it may also be more difficult for our dealerships to renew their dealer agreements upon expiration.

The ability of a manufacturer to grant additional dealer agreements is based on several factors which are not within our control. If manufacturers grant new dealer agreements in areas near or within our existing markets, this could have a material adverse effect on our business, financial condition and results of operations.

Our failure to comply with certain environmental regulations could adversely affect our business, financial condition and results of operations.

Our operations involve the use, handling, storage and contracting for recycling and/or disposal of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and propane. Consequently, our business is subject to a complex variety of federal, state and local requirements that regulate the environment and public health and safety and we may incur significant costs to comply with such requirements. Our failure to comply with these regulations could cause us to become subject to fines and penalties or otherwise have an adverse impact on our business. In addition, we have indemnified certain of our landlords for any hazardous waste which may be found on or about property we lease. If any such hazardous waste were to be found on property that we occupy, a significant claim giving rise to our indemnity obligation could have a negative effect on our business, financial condition and results of operations.

Climate change legislation or regulations restricting emission of "greenhouse gases" could result in increased operating costs and reduced demand for the RVs we sell.

The United States Environmental Protection Agency has adopted rules under existing provisions of the federal Clean Air Act that require a reduction in emissions of greenhouse gases

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from motor vehicles. The adoption of any laws or regulations requiring significant increases in fuel economy requirements or new federal or state restrictions on vehicles and automotive fuels in the United States could adversely affect demand for those vehicles and could have a material adverse effect on our business, financial condition and results of operations.

A failure in our e-commerce operations, security breaches and cybersecurity risks could disrupt our business and lead to reduced sales and growth prospects and reputational damage.

Our e-commerce business is an important element of our brands and relationship with our customers, and we expect it to continue to grow. In addition to changing consumer preferences and shifting traffic patterns and buying trends in e-commerce, we are vulnerable to additional risks and uncertainties associated with e-commerce sales, including rapid changes in technology, website downtime and other technical failures, security breaches, cyber-attacks, consumer privacy concerns, changes in state tax regimes and government regulation of internet activities. Our failure to successfully respond to these risks and uncertainties could reduce our e-commerce sales, increase our costs, diminish our growth prospects and damage our brands, which could negatively impact our results of operations and stock price.

In addition, there is no guarantee that we will be able to expand our e-commerce business. Our competitors may have e-commerce businesses that are substantially larger and more developed than ours, which places us at a competitive disadvantage. Although we intend to launch two updated websites in 2016, we may not be successful in implementing the improved website features and there is no guarantee that such improvements will expand our e-commerce business. If we are unable to expand our e-commerce business, our growth plans will suffer and the price of our common stock could decline.

We may be unable to enforce our intellectual property rights and we may be accused of infringing the intellectual property rights of third parties which could have a material adverse effect on our business, financial condition and results of operations.

We own a variety of registered trademarks and service marks for the names of our clubs, magazines and other publications. We also own the copyrights to certain articles in our publications. We believe that our trademark and copyrights have significant value and are important to our marketing efforts. If we are unable to continue to protect the trademarks and service marks for our proprietary brands, if such marks become generic or if third parties adopt marks similar to our marks, our ability to differentiate our products and services may be diminished. In the event that our trademarks or service marks are successfully challenged by third parties, we could lose brand recognition and be forced to devote additional resources to advertising and marketing new brands for our products.

From time to time, we may be compelled to protect our intellectual property, which may involve litigation. Such litigation may be time-consuming, expensive and distract our management from running the day-to-day operations of our business, and could result in the impairment or loss of the involved intellectual property. There is no guarantee that the steps we take to protect our intellectual property, including litigation when necessary, will be successful. The loss or reduction of any of our significant intellectual property rights could diminish our ability to distinguish our products from competitors' products and retain our market share for our proprietary products. Our inability to effectively protect our proprietary intellectual property rights could have a material adverse effect on our business, results of operations and financial condition.

Other parties also may claim that we infringe their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources,

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injunctions against us or the payment of damages. These claims could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to maintain or upgrade our information technology systems or if we are unable to convert to alternate systems in an efficient and timely manner, our operations may be disrupted or become less efficient.

We depend on a variety of information technology systems for the efficient functioning of our business. We rely on certain hardware, telecommunications and software vendors to maintain and periodically upgrade many of these systems so that we can continue to support our business. Various components of our information technology systems, including hardware, networks, and software, are licensed to us by third party vendors. We rely extensively on our information technology systems to process transactions, summarize results and manage our business. Additionally, because we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (the "PCI Standard"), issued by the Payment Card Industry Security Standards Council. The PCI Standard contains compliance guidelines with regard to our security surrounding the physical and electronic storage, processing and transmission of cardholder data. We are currently in compliance with the PCI Standard, however, complying with the PCI Standard and implementing related procedures, technology and information security measures requires significant resources and ongoing attention. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology such as those necessary to maintain compliance with the PCI Standard or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our payment-related systems could have a material adverse effect on our business, financial condition and results of operations.

Any disruptions to our information technology systems or breaches of our network security could interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations.

We rely on the integrity, security and successful functioning of our information technology systems and network infrastructure across our operations. We use information technology systems to support our consumer services and plans, manage procurement and our supply chain, track inventory information at our retail locations, communicate customer information and aggregate daily sales, margin and promotional information. We also use information systems to report and audit our operational results.

In connection with sales, we transmit encrypted confidential credit and debit card information. Although we are currently in compliance with the PCI Standard, there can be no assurance that in the future we will be able to continue to operate our facilities and our customer service and sales operations in accordance with PCI or other industry recommended or contractually required practices. Even if we continue to be compliant with such standards, we still may not be able to prevent security breaches.

We also have access to, collect or maintain private or confidential information regarding our customers, associates and suppliers, as well as our business. For example, we maintain a customer database that has over 11 million unique contacts. This customer database includes information about our approximately 1.7 million club members and our 3.3 million Active Customers. The protection of our customer, club member, associate, supplier and company data is critical to us. The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements across our business. In addition, customers have a high expectation that we will adequately protect their personal

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information from cyber-attack or other security breaches. We have procedures in place to safeguard such data and information. However, a significant breach of club member, customer, employee, supplier, or company data could attract a substantial amount of negative media attention, damage our club member, customer and supplier relationships and our reputation, and result in lost sales, fines and/or lawsuits.

An increasingly significant portion of our sales depends on the continuing operation of our information technology and communications systems, including but not limited to our point-of-sale system and our credit card processing systems. Our information technology, communication systems and electronic data may be vulnerable to damage or interruption from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures, computer viruses, loss of data, unauthorized data breaches, usage errors by our associates or our contractors or other attempts to harm our systems, including cyber-security attacks, hacking by third parties, computer viruses or other breaches of cardholder data. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, intentional sabotage or other unanticipated problems could result in lengthy interruptions in our service. Any errors or vulnerabilities in our systems, or damage to or failure of our systems, could result in interruptions in our services and non-compliance with certain regulations or expose us to risk of litigation and liability, which could have a material adverse effect on our business, financial condition and results of operations. Further, we have centralized the majority of our computer systems in our facilities in Englewood, Colorado and Bowling Green, Kentucky. It is possible that an event or disaster at our facilities in Englewood, Colorado and Bowling Green, Kentucky could materially and adversely affect the performance of our company and the ability of each of our stores to operate efficiently.

Increases in the minimum wage could adversely affect our financial results.

From time to time, legislative proposals are made to increase the federal minimum wage in the United States, as well as the minimum wage in a number of individual states. As federal or state minimum wage rates increase, we may be required to increase not only the wage rates of our minimum wage employees, but also the wages paid to our other hourly employees as well. Any increase in the cost of our labor could have an adverse effect on our operating costs, financial condition and results of operations.

Increases in paper costs, postage costs and shipping costs may have an adverse impact on our future financial results.

The price of paper is a significant expense relating to our publications and direct mail solicitations. Postage for publication distribution and direct mail solicitations is also a significant expense. In addition, shipping costs are a significant expense for our business. Paper, postage and shipping costs have increased in the past and may be expected to increase in the future. Such increases could have an adverse effect on our business if we are unable to pass them on to our customers.

We may be subject to product liability claims if people or property are harmed by the products we sell.

Some of the products we sell may expose us to product liability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions. Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. In addition, some of our agreements with our vendors and sellers do not indemnify us from product liability. In addition, even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any

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assertion that our products caused property damage or personal injury could damage our brand identity and our reputation with existing and potential consumers and have a material adverse effect on our business, financial condition and results of operations.

We have a self-insured retention ("SIR") for products liability and personal injury matters ranging from $25,000 to $500,000 depending on the product type and when the occurrence took place. Generally, any occurrence (as defined by our insurance policies) after June 1, 2007 is subject to the $500,000 SIR. Amounts above the SIR, up to a certain dollar amount, are covered by our excess insurance policy. Currently, we maintain excess liability insurance aggregating $150.0 million with outside insurance carriers to minimize our risks related to catastrophic claims in excess of our self-insured positions for products liability and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on our results of operations. Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause the premium that we are required to pay for insurance to increase significantly and may negatively impact future SIR levels. It may also increase the amounts we pay in punitive damages, not all of which are covered by our insurance.

We may be named in litigation, which may result in substantial costs and reputational harm and divert management's attention and resources.

We face legal risks in our business, including claims from disputes with our employees and our former employees and claims associated with general commercial disputes, product liability and other matters. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time. While we maintain director and officer insurance, as well as general and product liability insurance, the amount of insurance coverage may not be sufficient to cover a claim and the continued availability of this insurance cannot be assured. We have been named in the past and may be named in the future as defendants of class action lawsuits. For example, we were named as a defendant in a class action lawsuit by Camp Coast to Coast club members, which alleged certain violations of California's Unfair Competition Law at Business and Professions Code and other laws, relating to our sale of trip points and certain advertising and marketing materials. In addition, we were also named as a defendant in a putative class action lawsuit filed by former employees in the State of California, which alleged various wage and hour claims under the California Labor Code. We have since settled both actions. Regardless of their subject matter or merits, class action lawsuits may result in significant cost to us, which may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on our business, financial condition and results of operations. Negative publicity from litigation, whether or not resulting in a substantial cost, could materially damage our reputation. We may in the future be the target of litigation and this litigation may result in substantial costs and reputational harm and divert management's attention and resources. Costs, harm to our reputation and diversion could have a material adverse effect on our business, financial condition and results of operations.

Our private brand offerings expose us to various risks.

We expect to continue to grow our exclusive private brand offerings through a combination of brands that we own and brands that we license from third parties. We have invested in our development and procurement resources and marketing efforts relating to these private brand offerings. Although we believe that our private brand products offer value to our customers at each price point and provide us with higher gross margins than comparable third party branded products we sell, the expansion of our private brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as:

•: potential mandatory or voluntary product recalls;

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•: our ability to successfully protect our proprietary rights (including defending against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized goods);
•: our ability to successfully navigate and avoid claims related to the proprietary rights of third parties;
•: our ability to successfully administer and comply with obligations under license agreements that we have with the licensors of brands, including, in some instances, certain minimum sales requirements that, if not met, could cause us to lose the licensing rights or pay damages; and
•: other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.

An increase in sales of our private brands may also adversely affect sales of our vendors' products, which may, in turn, adversely affect our relationship with our vendors. Our failure to adequately address some or all of these risks could have a material adverse effect on our business, results of operations and financial condition.

Political and economic uncertainty and unrest in foreign countries where some of our merchandise vendors are located and trade restrictions upon imports from these foreign countries could adversely affect our ability to source merchandise and our results of operations.

For the year ended December 31, 2015, approximately 10% of our merchandise was imported directly from vendors located in foreign countries, with a substantial portion of the imported merchandise being obtained directly from vendors in China. In addition, we believe that a significant portion of our domestic vendors obtain their products from foreign countries that may also be subject to political and economic uncertainty. We are subject to risks and uncertainties associated with changing economic, political and other conditions in foreign countries where our vendors are located, such as:

•: increased import duties, tariffs, trade restrictions and quotas;
•: work stoppages;
•: economic uncertainties;
•: adverse foreign government regulations;
•: wars, fears of war and terrorist attacks and organizing activities;
•: adverse fluctuations of foreign currencies;
•: natural disasters; and
•: political unrest.

We cannot predict when, or the extent to which, the countries in which our products are manufactured will experience any of the above events. Any event causing a disruption or delay of imports from foreign locations would likely increase the cost or reduce the supply of merchandise available to us and would adversely affect our results of operations.

In addition, trade restrictions, including increased tariffs or quotas, embargoes, safeguards and customs restrictions against clothing items, as well as U.S. or foreign labor strikes, work stoppages or boycotts could increase the cost or reduce the supply of merchandise available to us or may require us to modify our current business practices, any of which could have a material adverse effect on our business, financial condition and results of operations.

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Our risk management policies and procedures may not be fully effective in achieving their purposes.

Our policies, procedures, controls and oversight to monitor and manage our enterprise risks may not be fully effective in achieving their purpose and may leave exposure to identified or unidentified risks. Past or future misconduct by our employees or vendors could result in violations of law by us, regulatory sanctions and/or serious reputational harm or financial harm. We monitor our policies, procedures and controls; however, there can be no assurance that our policies, procedures and controls will be sufficient to prevent all forms of misconduct. We review our compensation policies and practices as part of our overall enterprise risk management program, but it is possible that our compensation policies could incentivize inappropriate risk taking or misconduct. If such inappropriate risks or misconduct occurs, it is possible that it could have a material adverse effect on our business, financial condition and results of operations.

We could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.

We have a significant amount of goodwill, intangible assets and other long-lived assets. At least annually, we review goodwill for impairment. Long-lived assets, identifiable intangible assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Our determination of future cash flows, future recoverability and fair value of our long-lived assets includes significant estimates and assumptions. Changes in those estimates or assumptions or lower than anticipated future financial performance may result in the identification of an impaired asset and a non-cash impairment charge, which could be material. Any such charge could adversely affect our business, financial condition and results of operations.

Risks Relating to Our Organizational Structure

Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, will have substantial control over us after the consummation of this offering including over decisions that require the approval of stockholders, and his interests, along with the interests of our other Continuing Equity Owners, in our business may conflict with yours.

Each share of our Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally provided that, for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of our Class B common stock held by the ML Related Parties will entitle the ML Related Parties, and, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition, Marcus Lemonis, to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. Additionally, our one share of Class C common stock will entitle ML RV Group, and, through his beneficial ownership of our shares directly or indirectly held by ML RV Group, Marcus Lemonis, to the number of votes necessary such that he casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally for as long as there is no Class C Change of Control. See "Description of Capital Stock." Accordingly, subject to the Voting Agreement as described below, Marcus Lemonis, through his beneficial ownership of our

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shares directly or indirectly held by ML Acquisition and ML RV Group, may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, such as a merger, consolidation, dissolution or sale of all or substantially all of our assets, the issuance or redemption of certain additional equity interests, and the election of directors. These voting and class approval rights may also enable Marcus Lemonis to approve transactions that may not be in the best interests of holders of our Class A common stock or, conversely, prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock.

Additionally, the Continuing Equity Owners may receive payments from us under the Tax Receivable Agreement and upon any redemption or exchange of their common units in CWGS, LLC, including the issuance of shares of our Class A common stock upon any such redemption or exchange. As a result, the interests of the Continuing Equity Owners may conflict with the interests of holders of our Class A common stock. For example, the Continuing Equity Owners may have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement that we will enter into in connection with this offering, and whether and when we should terminate the Tax Receivable Agreement and accelerate our obligations thereunder. In addition, the structuring of future transactions may take into consideration tax or other considerations of the Continuing Equity Owners even in situations where no similar considerations are relevant to us. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement" for a discussion of the Tax Receivable Agreement and the related likely benefits to be realized by us and the Continuing Equity Owners.

In addition, pursuant to the Voting Agreement, Crestview will have the right to designate certain of our directors (the "Crestview Directors"), which will be four Crestview Directors (unless Marcus Lemonis is no longer our Chief Executive Officer, in which case, Crestview will have the right to designate three Crestview Directors) for as long as Crestview Partners II GP, L.P. directly or indirectly, beneficially owns, in the aggregate, 32.5% or more of our Class A common stock, three Crestview Directors for so long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 32.5% but 25% or more of our Class A common stock, two Crestview Directors for as long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 25% but 15% or more of our Class A common stock and one Crestview Director for as long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 15% but 7.5% or more of our Class A common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued shares of our Class A common stock on a one-for-one basis). Each of ML Acquisition and ML RV Group will agree to vote, or cause to vote, all of their outstanding shares of our Class A common stock, Class B common stock and Class C common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the Crestview Directors. In addition, the ML Related Parties will also have the right to designate certain of our directors (the "ML Acquisition Directors"), which will be four ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of our Class A common stock, three ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 27.5% but 25% or more of our Class A common stock, two ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 25% but 15% or more of our Class A common stock and one ML Acquisition Director for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 15% but 7.5% or more of our Class A common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued shares of our Class A common stock on a one-for-one basis). Moreover,

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ML RV Group will have the right to designate one director for as long as it holds our one share of Class C common stock (the "ML RV Director"). Funds controlled by Crestview Partners II GP, L.P. will agree to vote, or cause to vote, all of their outstanding shares of our Class A common stock and Class B common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the ML Acquisition Directors and the ML RV Director. Additionally, pursuant to the Voting Agreement, we shall take commercially reasonable action to cause (i) the board of directors to be comprised at least of nine directors; (ii) the individuals designated in accordance with the terms of the Voting Agreement to be included in the slate of nominees to be elected to the board of directors at the next annual or special meeting of stockholders of the Company at which directors are to be elected and at each annual meeting of stockholders of the Company thereafter at which a director's term expires; (iii) the individuals designated in accordance with the terms of the Voting Agreement to fill the applicable vacancies on the board of directors; and (iv) a ML Director or the ML RV Director to be the chairperson of the board of directors (as defined in the bylaws). The Voting Agreement allows for the board of directors to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the board of directors' fiduciary duties to the Company's stockholders or does not otherwise comply with any requirements of our amended and restated certificate of incorporation or our amended and restated bylaws or the charter for, or related guidelines of, the board of directors' nominating and corporate governance committee.

The Voting Agreement will further provide that, for so long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, 22.5% or more of our Class A common stock, or the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 22.5% or more of our Class A common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued shares of our Class A common stock on a one-for-one basis), the approval of Crestview Partners II GP, L.P. and the ML Related Parties, as applicable, will be required for certain corporate actions. These actions include: (1) a change of control; (2) acquisitions or dispositions of assets above $100 million; (3) the issuance of securities of Camping World Holdings, Inc. or any of its subsidiaries (other than under equity incentive plans that have received the prior approval of our board of directors); (4) material amendments to our certificate of incorporation or bylaws; and (5) any change in the size of the board of directors. The Voting Agreement will also provide that, for so long as either Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, 28% or more of our Class A common stock, or the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 28% or more of our Class A common stock (assuming in each such case that all outstanding common units of CWGS, LLC are redeemed for newly issued shares of our Class A common stock, on a one-for-one basis), the approval of Crestview Partners II GP, L.P. and the ML Related Parties, as applicable, will be required for the hiring and termination of our Chief Executive Officer; provided, however, that the approval of Crestview Partners II GP, L.P., and the ML Related Parties, as applicable, shall only be required at such time as Marcus Lemonis no longer serves as our Chief Executive Officer. See "Certain Relationships and Related Party Transactions — Voting Agreement." These rights may prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock.

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Our amended and restated certificate of incorporation provides that the doctrine of "corporate opportunity" will not apply with respect to any director or stockholder who is not employed by us or our affiliates.

The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using corporate resources, acquire an interest adverse to that of the corporation or acquire property that is reasonably incident to the present or prospective business of the corporation or in which the corporation has a present or expectancy interest, unless that opportunity is first presented to the corporation and the corporation chooses not to pursue that opportunity. The doctrine of corporate opportunity is intended to preclude officers or directors or other fiduciaries from personally benefiting from opportunities that belong to the corporation. Our amended and restated certificate of incorporation, which will be in effect upon the consummation of this offering, will provide that the doctrine of "corporate opportunity" will not apply with respect to any director or stockholder who is not employed by us or our affiliates. Any director or stockholder who is not employed by us or our affiliates will therefore have no duty to communicate or present corporate opportunities to us, and will have the right to either hold any corporate opportunity for their (and their affiliates') own account and benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any director or stockholder who is not employed by us or our affiliates.

As a result, certain of our stockholders, directors and their respective affiliates will not be prohibited from operating or investing in competing businesses. We therefore may find ourselves in competition with certain of our stockholders, directors or their respective affiliates, and we may not have knowledge of, or be able to pursue, transactions that could potentially be beneficial to us. Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively impact our business or prospects.

We are a "controlled company" within the meaning of the NYSE listing requirements and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.

Pursuant to the terms of the Voting Agreement, Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, and certain funds controlled by Crestview Partners II GP, L.P., after the consummation of this offering will, in the aggregate, have more than 50% of the voting power for the election of directors, and, as a result, we will be considered a "controlled company" for the purposes of the NYSE listing requirements. As such, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or to perform annual performance evaluation of the nominating and corporate governance and compensation committees.

The corporate governance requirements and specifically the independence standards are intended to ensure that directors who are considered independent are free of any conflicting interest that could influence their actions as directors. Following this offering, we intend to utilize certain exemptions afforded to a "controlled company." As a result, we will not be subject to certain corporate governance requirements, including that a majority of our board of directors consists of "independent directors," as defined under the rules of the NYSE on our board of directors. In addition, we will not be required to have a nominating and corporate governance committee or compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities or to conduct annual performance evaluations of the nominating and corporate governance and compensation committees. See

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"Management." Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the .

Our principal asset after the consummation of this offering will be our interest in CWGS, LLC, and accordingly, we will depend on distributions from CWGS, LLC to pay dividends, taxes and expenses, including payments under the Tax Receivable Agreement. CWGS, LLC's ability to make such distributions may be subject to various limitations and restrictions.

Upon consummation of this offering, we will be a holding company and will have no material assets other than our ownership of 18,427,352 common units, representing a 22.1% economic interest in the business of CWGS, LLC (or 20,131,897 common units, representing a 23.7% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock). We will have no independent means of generating revenue or cash flow, and our ability to pay dividends in the future, if any, will be dependent upon the financial results and cash flows of CWGS, LLC and its subsidiaries and distributions we receive from CWGS, LLC. There can be no assurance that our subsidiaries will generate sufficient cash flow to dividend or distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such dividends or distributions.

CWGS, LLC will be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of its common units, including us. As a result, we will incur income taxes on our allocable share of any net taxable income of CWGS, LLC. Under the terms of the CWGS LLC Agreement, CWGS, LLC will be obligated to make tax distributions to holders of its common units, including us, except to the extent such distributions would render CWGS, LLC insolvent or are otherwise prohibited by law or our Senior Secured Credit Facilities, our Floor Plan Facility or any of our future debt agreements. In addition to tax expenses, we will also incur expenses related to our operations, our interests in CWGS, LLC and related party agreements, including payment obligations under the Tax Receivable Agreement, and expenses and costs of being a public company, all of which could be significant. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement." We intend, as its managing member, to cause CWGS, LLC to make distributions in an amount sufficient to allow us to pay our taxes and operating expenses, including any ordinary course payments due under the Tax Receivable Agreement. However, CWGS, LLC's ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, restrictions on distributions that would either violate any contract or agreement to which CWGS, LLC is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering CWGS, LLC insolvent. If CWGS, LLC does not have sufficient funds to pay tax distributions or other liabilities to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement." If CWGS, LLC does not have sufficient funds to make distributions, our ability to declare and pay cash dividends may also be restricted or impaired. See "— Risks Relating to This Offering and Ownership of Our Class A Common Stock."

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Our Tax Receivable Agreement with the Continuing Equity Owners and Crestview Partners II GP, L.P. requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the amounts that we may be required to pay could be significant.

In connection with the consummation of this offering, we will enter into a Tax Receivable Agreement with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. Pursuant to the Tax Receivable Agreement, we will be required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions that are funded by Camping World Holdings, Inc. or exchanges of common units described under "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Common unit redemption right," and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement. The amount of the cash payments that we may be required to make under the Tax Receivable Agreement could be significant. Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which tax reporting positions are subject to challenge by taxing authorities. Any payments made by us to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement. The payments under the Tax Receivable Agreement are also not conditioned upon the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement" for a discussion of the Tax Receivable Agreement and the related likely benefits to be realized by us and the Continuing Equity Owners and Crestview Partners II GP, L.P.

The amounts that we may be required to pay to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize.

The Tax Receivable Agreement provides that if certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, if we materially breach any of our material obligations under the Tax Receivable Agreement or if, at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor's obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable. The amount due and payable in those circumstances is determined based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

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As a result of the foregoing, (i) we could be required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement and (ii) we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

We will not be reimbursed for any payments made to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreements in the event that any tax benefits are disallowed.

We will not be reimbursed for any cash payments previously made to the Continuing Equity Owners and Crestview Partners II GP, L.P. pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a Continuing Equity Owner or Crestview Partners II GP, L.P. will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However, a challenge to any tax benefits initially claimed by us may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments from which to net against. The applicable U.S. federal income tax rules are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement" for a discussion of the Tax Receivable Agreement and the related likely benefits to be realized by us and the Continuing Equity Owners and Crestview Partners II GP, L.P.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.

We are subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•: changes in the valuation of our deferred tax assets and liabilities;
•: expected timing and amount of the release of any tax valuation allowances;
•: expiration of, or detrimental changes in, research and development tax credit laws;
•: tax effects of stock-based compensation;
•: costs related to intercompany restructurings; or
•: changes in tax laws, regulations or interpretations thereof.

In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

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If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), as a result of our ownership of CWGS, LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an "investment company" for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an "investment company," as such term is defined in either of those sections of the 1940 Act.

As the sole managing member of CWGS, LLC, we will control and operate CWGS, LLC. On that basis, we believe that our interest in CWGS, LLC is not an "investment security" as that term is used in the 1940 Act. However, if we were to cease participation in the management of CWGS, LLC, our interest in CWGS, LLC could be deemed an "investment security" for purposes of the 1940 Act.

We and CWGS, LLC intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Owners and Crestview Partners II GP, L.P. that will not benefit the holders of our Class A common stock to the same extent as it will benefit such Continuing Equity Owners and Crestview Partners II GP, L.P. We will enter into the Tax Receivable Agreement with CWGS, LLC and such Continuing Equity Owners and Crestview Partners II GP, L.P. and it will provide for the payment by Camping World Holdings, Inc. to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions that are funded by Camping World Holdings, Inc. or exchanges of common units described under "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Common unit redemption right," and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement. Although Camping World Holdings, Inc. will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A common stock.

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Risks Relating to This Offering and Ownership of Our Class A Common Stock

Immediately following the consummation of this offering, the Continuing Equity Owners will (through common units) own interest in CWGS, LLC, and the Continuing Equity Owners will have the right to redeem their interests in CWGS, LLC pursuant to the terms of the CWGS LLC Agreement for shares of Class A common stock or cash.

After this offering, we will have an aggregate of 231,572,648 shares of Class A common stock authorized but unissued (or 229,868,103 if the underwriters exercise their option to purchase additional shares in full), including approximately 64,835,914 shares of Class A common stock issuable, at our election, upon redemption of CWGS, LLC common units that will be held by the Continuing Equity Owners. CWGS, LLC will enter into the CWGS LLC Agreement, and subject to certain restrictions set forth therein and as described elsewhere in this prospectus, the Continuing Equity Owners will be entitled to have their common units redeemed from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement." We also intend to enter into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon such redemption and the shares of Class A common stock issued to the Former Equity Owners in connection with the Transactions will be eligible for resale, subject to certain limitations set forth therein. See "Certain Relationships and Related Party Transactions — Registration Rights Agreement."

We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock, including shares issued in connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our Class A common stock to decline.

You will suffer immediate and substantial dilution in the net tangible book value of the Class A common stock you purchase.

The price you pay for shares of our Class A common stock sold in this offering is substantially higher than our pro forma net tangible book value per share. Based on the initial public offering price for our Class A common stock, you will incur immediate dilution in net tangible book value per share of $24.14. Dilution is the difference between the offering price per share and the pro forma net tangible book value per share of our Class A common stock immediately after the offering. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the full purchase price that they paid for the stock purchased in this offering in the event of liquidation. See "Dilution."

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You may be diluted by future issuances of additional Class A common stock or common units in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

Our amended and restated certificate of incorporation authorizes us to issue shares of our Class A common stock and options, rights, warrants and appreciation rights relating to our Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. In addition, we, CWGS, LLC and the Continuing Equity Owners will be party to the CWGS LLC Agreement under which the Continuing Equity Owners (or certain permitted transferees thereof) will have the right (subject to the terms of the CWGS LLC Agreement) to have their common units redeemed from time to time at each of their options by CWGS, LLC in exchange for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement." The market price of shares of our Class A common stock could decline as a result of these redemptions or exchanges or the perception that a redemption could occur. These redemptions or exchanges, or the possibility that these redemptions or exchanges may occur, also might make it more difficult for holders of our Class A common stock to sell such stock in the future at a time and at a price that they deem appropriate.

We have reserved shares for issuance under our 2016 Plan (as defined herein) in an amount equal to 14,693,518 shares of Class A common stock, including shares of Class A common stock issuable pursuant to 1,210,565 stock options and 163,145 restricted stock units granted to certain of our directors and certain of our employees in connection with this offering as described under the captions "Executive Compensation — Compensation of our Directors" and "Executive Compensation — Equity Compensation Plan Information — Compensation Programs To Be Adopted In Connection With This Offering — 2016 Incentive Award Plan." Any Class A common stock that we issue, including under our 2016 Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.

We, our officers and directors and the Original Equity Owners, subject to certain exceptions, will agree that, without the prior written consent of Goldman, Sachs & Co. and J.P. Morgan Securities LLC, on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, beneficially any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for shares of Class A common stock; (ii) file any registration statement with the SEC relating to the offering of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A common stock, subject to certain exceptions. Goldman, Sachs & Co. and J.P. Morgan Securities LLC, in their sole discretion, may release the Class A common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. See "Underwriting (Conflicts of Interest)."

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The market price of our Class A common stock may decline significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of our Class A common stock might impede our ability to raise capital through the issuance of additional shares of Class A common stock or other equity securities.

In connection with the completion of this offering, we intend to enter into a Registration Rights Agreement with the Original Equity Owners. Any sales in connection with the Registration Rights Agreement, or the prospect of any such sales, could materially impact the market price of our Class A common stock and could impair our ability to raise capital through future sales of equity securities. For a further description of our Registration Rights Agreement, see "Certain Relationships and Related Party Transactions — Registration Rights Agreement."

See "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling shares of our Class A common stock after this offering.

In the future, we may also issue additional securities if we need to raise capital, including, but not limited to, in connection with acquisitions, which could constitute a material portion of our then-outstanding shares of Class A common stock.

Our Class A common stock price may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the initial public offering price.

Prior to this offering, there has not been a public trading market for shares of our Class A common stock. It is possible that after this offering an active trading market will not develop or continue or, if developed, that any market will be sustained, which could make it difficult for you to sell your shares of Class A common stock at an attractive price or at all. The initial public offering price of our Class A common stock will be determined by negotiations between us and the representative of the underwriters based upon a number of factors and may not be indicative of prices that will prevail in the open market following the consummation of this offering. See "Underwriting (Conflicts of Interest)." Consequently, you may not be able to sell our shares of Class A common stock at prices equal to or greater than the price you paid in this offering.

Volatility in the market price of our Class A common stock may prevent you from being able to sell your shares at or above the price you paid for them. Many factors, which are outside our control, may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this "Risk Factors" section and this prospectus, as well as the following:

•: our operating and financial performance and prospects;
•: our quarterly or annual earnings or those of other companies in our industry compared to market expectations;
•: conditions that impact demand for our services;
•: future announcements concerning our business or our competitors' businesses;
•: the public's reaction to our press releases, other public announcements and filings with the SEC;
•: the size of our public float;
•: coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

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•: market and industry perception of our success, or lack thereof, in pursuing our growth strategy;
•: strategic actions by us or our competitors, such as acquisitions or restructurings;
•: changes in laws or regulations which adversely affect our industry or us;
•: changes in accounting standards, policies, guidance, interpretations or principles;
•: changes in senior management or key personnel;
•: issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;
•: changes in our dividend policy;
•: adverse resolution of new or pending litigation against us; and
•: changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

As a result, volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the initial public offering price or at all. These broad market and industry factors may materially reduce the market price of our Class A common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low. As a result, you may suffer a loss on your investment.

Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our board of directors and may be limited by our structure and statutory restrictions and restrictions imposed by our Senior Secured Credit Facilities and our Floor Plan Facility as well as any future agreements.

Following completion of this offering, CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders of approximately $0.0605 per common unit, and we intend to use all of the proceeds from such distribution on our common units to declare cash dividends on our Class A common stock as described under "Dividend Policy." CWGS, LLC shall make cash distributions in accordance with the CWGS LLC Agreement in an amount suffcient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Distributions." In addition, we currently intend to pay a special cash dividend of all or a portion of the Excess Tax Distribution (as defined under "Dividend Policy") to the holders of our Class A common stock from time to time, subject to the discretion of our board of directors as described under "Dividend Policy." However, the payment of future dividends on our Class A common stock will be subject to our discretion as the sole managing member of CWGS, LLC, the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our board of directors may deem relevant. Our Senior Secured Credit Facilities and our Floor Plan Facility also effectively limit our ability to pay dividends. Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability. As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our Class A common

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stock. Accordingly, you may have to sell some or all of your Class A common stock after price appreciation in order to generate cash flow from your investment. You may not receive a gain on your investment when you sell your Class A common stock and you may lose the entire amount of the investment. Additionally, any change in the level of our dividends or the suspension of the payment thereof could adversely affect the market price of our Class A common stock.

Delaware law and certain provisions in our amended and restated certificate of incorporation may prevent efforts by our stockholders to change the direction or management of our company.

We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors, including, but not limited to, the following:

•: our board of directors is classified into three classes, each of which serves for a staggered three-year term;
•: a majority of our stockholders or a majority of our board of directors may call special meetings of our stockholders, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, only the chairperson of our board of directors or a majority of our board of directors may call special meetings of our stockholders;
•: we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
•: any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent is signed by the holders of our outstanding shares of common stock representing not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all outstanding shares of common stock entitled to vote thereon, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may not be taken by written consent in lieu of a meeting;
•: our amended and restated certificate of incorporation may be amended or repealed by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors and our amended and restated bylaws may be amended or repealed by a majority vote of our board of directors or by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, our amended and restated certificate of incorporation and our amended and restated bylaws may be amended or repealed by the affirmative vote of the holders of at least 66 ² / 3 % of the votes which all our stockholders would be entitled to cast in any annual election of directors and our amended and restated bylaws may also be amended or repealed by a majority vote of our board of directors;

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•: we require advance notice and duration of ownership requirements for stockholder proposals; and
•: we have opted out of Section 203 of the Delaware General Corporation Law of the State of Delaware (the "DGCL"), however, our amended and restated certificate of incorporation will contain provisions that are similar to Section 203 of the DGCL (except with respect to ML Acquisition and Crestview and any of their respective affiliates and any of their respective direct or indirect transferees of Class B common stock). See "Description of Capital Stock — Anti-Takeover Provisions — Section 203 of the DGCL."

These provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or negatively affect the trading price of our Class A common stock. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

Please see "— Risks Relating to Our Organizational Structure — Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, will have substantial control over us after the consummation of this offering including over decisions that require the approval of stockholders, and his interests, along with the interests of our other Continuing Equity Owners, in our business may conflict with yours ."

Our amended and restated certificate of incorporation will provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or (iv) any action asserting a claim against us, any director or our officers or employees that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision that will be contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

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We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.

Our amended and restated certificate of incorporation will authorize us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

The obligations associated with being a public company will require significant resources and management attention, which may divert from our business operations.

As a result of this offering, we will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"). The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting. As a result, we will incur significant legal, accounting and other expenses that we did not previously incur.

In addition, the need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our business strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal control over financial reporting, including information technology controls, and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. If we do not continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations. In addition, we cannot predict or estimate the amount of additional costs we may incur to comply with these requirements. We anticipate that these costs will materially increase our general and administrative expenses.

Furthermore, as a public company, we will incur additional legal, accounting and other expenses that have not been reflected in our predecessor's historical financial statements or our pro forma financial statements included elsewhere in this prospectus. In addition, rules implemented by the SEC and the NYSE have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. These rules and regulations result in our incurring legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

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As a public reporting company, we will be subject to rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner.

Upon completion of this offering, we will become a public reporting company subject to the rules and regulations established from time to time by the SEC and NYSE. These rules and regulations will require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel.

In addition, as a public company we will be required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and thereafter, which will require us to document and make significant changes to our internal control over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting.

If our senior management is unable to conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on management's assessment and the effectiveness of our internal control over financial reporting, or if material weaknesses in our internal control over financial reporting are identified, we could be subject to regulatory scrutiny, a loss of public and investor confidence, and to litigation from investors and stockholders, which could have a material adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our common stock price and adversely affect our results of operations and financial condition. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the NYSE or other regulatory authorities, which would require additional financial and management resources.

An active trading market for our Class A common stock may never develop or be sustained.

Although the shares of our Class A common stock will be authorized for trading on the NYSE, an active trading market for our Class A common stock may not develop on that exchange or elsewhere or, if developed, that market may not be sustained. Accordingly, if an active trading market for our Class A common stock does not develop or is not maintained, the liquidity of our Class A common stock, your ability to sell your shares of our Class A common stock when desired and the prices that you may obtain for your shares of Class A common stock will be adversely affected.

If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our Class A common stock, the price of our Class A common stock could decline.

The trading market for our Class A common stock will depend in part on the research and reports that third party securities analysts publish about our company and our industry. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of our company, we could lose visibility in the market. In addition, one or more of these analysts could downgrade our Class A common stock or issue other negative commentary about our company or our industry. As a result of one or more of these factors, the trading price of our Class A common stock could decline.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the Transactions, expected new retail location openings, future capital expenditures and debt service obligations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the following:

•: the availability of financing to us and our customers;
•: fuel shortages, or high prices for fuel;
•: the well-being, as well as the continued popularity and reputation for quality, of our manufacturers;
•: general economic conditions in our markets, and ongoing economic and financial uncertainties;
•: our ability to attract and retain customers;
•: competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast;
•: our expansion into new, unfamiliar markets presents as well as delays in opening or acquiring new retail locations;
•: unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through acquisitions;
•: our failure to maintain the strength and value of our brands;
•: our ability to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends;
•: fluctuations in our same store sales and whether they will be a meaningful indicator of future performance;
•: the cyclical and seasonal nature of our business;
•: our ability to operate and expand our business and to respond to changing business and economic conditions, which depends on the availability of adequate capital;
•: the restrictive covenants in our Senior Secured Credit Facilities and Floor Plan Facility;
•: our reliance on two fulfillment and distribution centers for our retail, e-commerce and catalog businesses;
•: natural disasters, whether or not caused by climate change, unusual weather condition, epidemic outbreaks, terrorist acts and political events;

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•: our dependence on our relationships with third party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers' operations;
•: whether third party lending institutions and insurance companies will continue to provide financing for RV purchases;
•: our inability to retain senior executives and attract and retain other qualified employees;
•: our ability to meet our labor needs;
•: our inability to maintain the leases for our retail locations or locate alternative sites for our stores in our target markets and on terms that are acceptable to us;
•: our business being subject to numerous federal, state and local regulations;
•: regulations applicable to the sale of extended service contracts;
•: our dealerships' susceptibility to termination, non-renewal or renegotiation of dealer agreements if state dealer laws are repealed or weakened;
•: our failure to comply with certain environmental regulations;
•: climate change legislation or regulations restricting emission of "greenhouse gases;"
•: a failure in our e-commerce operations, security breaches and cybersecurity risks;
•: our inability to enforce our intellectual property rights and accusations of our infringement on the intellectual property rights of third parties;
•: our inability to maintain or upgrade our information technology systems or our inability to convert to alternate systems in an efficient and timely manner;
•: disruptions to our information technology systems or breaches of our network security;
•: Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, will have substantial control over us and may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, including, but not limited to, the election of directors;
•: the exemptions from certain corporate governance requirements that we will qualify for, and intend to rely on, due to the fact that we are a "controlled company" within the meaning of the NYSE listing requirements;
•: whether we are able to realize any tax benefits that may arise from our organizational structure and any redemptions or exchanges of CWGS, LLC common units for cash or stock, including in connection with this offering; and
•: the other factors set forth under "Risk Factors."

The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

These forward-looking statements speak only as of the date of this prospectus. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

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OUR ORGANIZATIONAL STRUCTURE

Camping World Holdings, Inc., a Delaware corporation, was formed on March 8, 2016 to serve as the issuer of the Class A common stock offered hereby. Prior to this offering, all of our business operations have been conducted through CWGS, LLC and its subsidiaries. We will consummate the Transactions in connection with this offering.

Existing Organization

CWGS, LLC is treated as a partnership for U.S. federal income tax purposes and, as such is generally not subject to any U.S. federal entity-level income taxes, with the exception of certain subsidiaries, which are Subchapter C corporations. Rather, taxable income or loss of CWGS, LLC is included in the U.S. federal income tax returns of CWGS, LLC's members. Prior to the consummation of this offering, the Original Equity Owners were the only members of CWGS, LLC, and included CWGS Holding, LLC, an entity controlled by ML Acquisition, CVRV Acquisition LLC, an affiliate of Crestview Partners II GP, L.P., and certain other current and former employees and directors, each of whom was a Former Profit Unit Holder.

Transactions

On September 21, 2016, we amended the credit agreement governing our Senior Secured Credit Facilities to, among other things, permit this offering, provide for incremental term loan borrowings of $135.0 million, increase the capacity for payments by the Borrower to CWGS, LLC for payment of regular quarterly distributions to its common unit holders, including us, and permit a $100.0 million special distribution of a portion of such incremental borrowings under our Senior Secured Credit Facilities from the Borrower to CWGS, LLC for a distribution to its members, which was also made on September 21, 2016. The remainder of the proceeds will be used for general corporate purposes, including the potential acquisition of dealerships. We refer to these transactions collectively as the "Recapitalization."

We will consummate the following organizational transactions in connection with this offering:

•: we will amend and restate CWGS, LLC's existing limited liability company agreement to, among other things, (i) convert all existing membership interests (including existing vested profit unit interests and all unvested profit unit interests, which will accelerate and vest in connection with this offering) in CWGS, LLC into 71,899,630 common units of CWGS, LLC, and (ii) appoint Camping World Holdings, Inc. as the sole managing member of CWGS, LLC upon its acquisition of common units in connection with this offering;
•: we will amend and restate Camping World Holdings, Inc.'s certificate of incorporation to, among other things, provide (i) for Class A common stock and Class B common stock, with each share of our Class A common stock and Class B common stock entitling its holders to one vote per share on all matters presented to our stockholders generally; provided that, for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of our Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a

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vote of our stockholders generally, (ii) for one share of Class C common stock entitling its holder to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally for as long as there is no Class C Change of Control (as defined herein under "Description of Capital Stock") and (iii) for the issuance of 62,002,729 shares of Class B common stock to the Continuing Equity Owners (other than the Former Profit Unit Holders) on a one-to-one basis with the number of common units of CWGS, LLC they own and for the issuance of one share of Class C common stock to ML RV Group, in each case, for nominal consideration;

•: we will issue 11,363,636 shares of our Class A common stock to the purchasers in this offering (or 13,068,181 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $230.4 million (or approximately $265.5 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, based upon an assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus));
•: we will use all of the net proceeds from this offering to purchase 11,363,636 newly-issued common units (or 13,068,181 common units if the underwriters exercise their option in full to purchase additional shares of Class A common stock) directly from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions, representing 13.6% (or 15.4% if the underwriters exercise their option in full to purchase additional shares of Class A common stock) of CWGS, LLC's outstanding common units following this offering;
•: CWGS, LLC intends to use the net proceeds from the sale of common units to Camping World Holdings, Inc. to repay a portion of the outstanding borrowings under the Term Loan Facility and the remainder for general corporate purposes. See "Use of Proceeds;"
•: the Former Equity Owners will exchange their direct or indirect ownership interests in common units of CWGS, LLC for 7,063,716 shares of Class A common stock on a one-to-one basis; and
•: Camping World Holdings, Inc. will enter into (i) a voting agreement (the "Voting Agreement") with ML Acquisition, ML RV Group, CVRV Acquisition LLC and CVRV Acquisition II LLC, (ii) a registration rights agreement (the "Registration Rights Agreement") with the Original Equity Owners and (iii) a tax receivable agreement (the "Tax Receivable Agreement") with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. For a description of the terms of the Voting Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see "Certain Relationships and Related Party Transactions."

We collectively refer to the foregoing organizational transactions and the Recapitalization as the "Transactions."

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Organizational Structure Following this Offering:

Immediately following the consummation of the Transactions (including this offering):

•: Camping World Holdings, Inc. will be a holding company and its principal asset will be the common units it purchases or acquires from CWGS, LLC and the Former Equity Owners;
•: Camping World Holdings, Inc. will be the sole managing member of CWGS, LLC and will control the business and affairs of CWGS, LLC and its subsidiaries;
•: Camping World Holdings, Inc. will own 18,427,352 common units, representing a 22.1% economic interest in the business of CWGS, LLC (or 20,131,897 common units, representing a 23.7% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
•: the Continuing Equity Owners will own 64,835,914 common units, representing a 77.9% economic interest in the business of CWGS, LLC (or 64,835,914 common units, representing a 76.3% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock), with each common unit held by the Continuing Equity Owners redeemable from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement;"
•: the purchasers in this offering (i) will own 11,363,636 shares of Camping World Holdings, Inc.'s Class A common stock (or 13,068,181 shares of Camping World Holdings, Inc.'s Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately 12.3% of the combined voting power of all of Camping World Holdings, Inc.'s common stock and approximately 61.7% of the economic interest in Camping World Holdings, Inc. (or approximately 13.6% of the combined voting power and 64.9% of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) through Camping World Holdings, Inc.'s ownership of CWGS, LLC's common units, indirectly will hold approximately 13.6% of the economic interest in the business of CWGS, LLC and its subsidiaries (or approximately 15.4% if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
•: ML Acquisition (i) will own 36,056,094 shares of Camping World Holdings, Inc.'s Class B common stock, representing 47% of the combined voting power of all of Camping World Holdings, Inc.'s common stock for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of

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CWGS, LLC and (ii) will own 36,056,094 common units, representing a 43.3% economic interest in the business of CWGS, LLC (or 36,056,094 common units, representing a 42.4% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•: ML RV Group will own one share of Camping World Holdings, Inc.'s Class C common stock, representing 5% of the combined voting power of all of Camping World Holdings, Inc.'s common stock for as long as there is no Class C Change of Control (for the definition of "Class C Change of Control," please see "Description of Capital Stock");
•: Funds controlled by Crestview Partners II GP, L.P. will indirectly own (i) 7,063,716 shares of Camping World Holdings, Inc.'s Class A common stock owned directly by CVRV Acquisition II LLC and (ii) 25,946,635 common units of CWGS, LLC and 25,946,635 shares of Class B common stock of Camping World Holdings, Inc., with such common units and shares of Class B common stock owned directly by CVRV Acquisition LLC, which combined represents approximately 35.7% of the combined voting power of all of Camping World Holdings, Inc.'s common stock and approximately 38.3% of the economic interest in Camping World Holdings, Inc. (or approximately 34.4% of the combined voting power and 35.1% of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and, through Camping World Holdings, Inc.'s ownership of CWGS, LLC's common units and CVRV Acquisition LLC's direct ownership of CWGS, LLC's common units, directly or indirectly will hold approximately 39.6% of the economic interest in the business of CWGS, LLC and its subsidiaries (or approximately 38.9% if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and
•: the Former Profit Unit Holders will own 2,833,185 common units of CWGS, LLC, representing a 3.4% economic interest in the business of CWGS, LLC (or 2,833,185 common units, representing a 3.4% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

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(1): ML RV Group is wholly-owned by our Chairman and Chief Executive Officer, Marcus Lemonis.
(2): ML Acquisition will hold its shares of Class B common stock in Camping World Holdings, Inc. and its common units in CWGS, LLC through CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition. ML Acquisition is currently indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis.
(3): Certain funds controlled by Crestview Partners II GP, L.P., as Continuing Equity Owners, will hold their common units in CWGS, LLC through CVRV Acquisition LLC, which is wholly owned by such funds. Certain other funds controlled by Crestview Partners II GP, L.P., as Former Equity Owners, will hold their Class A common stock in Camping World Holdings, Inc. through CVRV Acquisition II LLC, which is wholly owned by such funds.
(4): CWGS Group, LLC, a direct wholly-owned subsidiary of CWGS, LLC, is the borrower under our Senior Secured Credit Facilities. FreedomRoads, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, is the borrower under our Floor Plan Facility.
(5): A portion of these common units will be held through a wholly-owned subsidiary of Camping World Holdings, lnc. as a result of the Former Equity Owners exchanging their indirect ownership interests in common units of CWGS, LLC for shares of Class A common stock on a one-to-one basis as part of the Transactions.

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Incorporation of Camping World Holdings, Inc.

Camping World Holdings, Inc. the issuer of the Class A common stock offered hereby, was incorporated as a Delaware corporation on March 8, 2016. On June 8, 2016, we effected a name change from CWGS, Inc. to Camping World Holdings, Inc. Camping World Holdings, Inc. has not engaged in any material business or other activities except in connection with its formation. The certificate of Camping World Holdings, Inc. authorizes three classes of common stock, Class A common stock, Class B common stock and Class C common stock, each having the terms described in "Description of Capital Stock."

Reclassification and Amendment and Restatement of the CWGS LLC Agreement

Prior to or substantially concurrently with the consummation of this offering, the limited liability company agreement of CWGS, LLC will be amended and restated to, among other things, modify its capital structure by creating a single new class of units that we refer to as "common units" and providing for a right of redemption of common units in exchange for our Class A common stock. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement."

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USE OF PROCEEDS

We estimate, based upon an assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), we will receive net proceeds from this offering of approximately $230.4 million (or $265.5 million if the underwriters exercise their option in full to purchase additional shares of Class A common stock), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering (including any net proceeds from any exercise of the underwriters' option to purchase additional shares of Class A common stock) to purchase 11,363,636 common units (or 13,068,181 common units if the underwriters exercise their option in full to purchase additional shares of Class A common stock) directly from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions.

CWGS, LLC intends to use the $230.4 million in net proceeds it receives from the sale of common units to Camping World Holdings, Inc. (together with any additional proceeds it may receive if the underwriters exercise their option to purchase additional shares of Class A common stock) as follows:

•: approximately $200.4 million to repay a portion of the outstanding borrowings under our Term Loan Facility, including $100.0 million of borrowings used to pay a distribution to its members as part of the Recapitalization (the Term Loan Facility is scheduled to mature on February 20, 2020 and had an interest rate of 5.75% as of June 30, 2016); and
•: the remainder for general corporate purposes.

Pending use of the net proceeds from this offering described above, we may invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government.

Goldman, Sachs & Co. and/or certain of its affiliates will receive more than 5% of the net proceeds of this offering due to the repayment of borrowings under the Term Loan Facility. Therefore, Goldman, Sachs & Co. is deemed to have a conflict of interest within the meaning of Rule 5121. Accordingly, this offering is being conducted in accordance with Rule 5121. See "Underwriting (Conflicts of Interest)."

Assuming no exercise of the underwriters' option to purchase additional shares, each $1.00 increase or decrease in the assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $10.6 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each 1,000,000 share increase or decrease in the number of shares offered in this offering would increase or decrease the net proceeds to us from this offering by approximately $20.6 million, assuming that the price per share for the offering remains at $22.00 (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of June 30, 2016, as follows:

•: of CWGS, LLC and its subsidiaries on an actual basis;
•: of CWGS, LLC and its subsidiaries on a pro forma basis to give effect to the Recapitalization and the payment of certain special distributions to the members of CWGS, LLC subsequent to June 30, 2016; and
•: of Camping World Holdings, Inc. and its subsidiaries on a pro forma basis to give effect to (1) the Transactions, (2) our sale of 11,363,636 shares of Class A common stock in this offering at an assumed initial public offering price of $22.00 per share (which is the midpoint of the range set forth on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds therefrom as described under "Use of Proceeds" and (3) the other related transactions as described in "Unaudited Pro Forma Consolidated Financial Information."

For more information, please see the "Our Organizational Structure," "Use of Proceeds" and "Unaudited Pro Forma Consolidated Financial Information" elsewhere in this prospectus. You should read this information in conjunction with our consolidated financial statements and the related notes appearing elsewhere in this prospectus and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and other financial information contained in this prospectus.


		As of June 30, 2016

		Historical CWGS, LLC			Pro Forma CWGS, LLC ⁽⁴⁾			Pro Forma Camping World Holdings, Inc. ⁽⁵⁾

		(in thousands, except share and per share data)
Cash and cash equivalents	$	39,066		$	63,137		$	93,143



Indebtedness :
Revolving Credit Facility ⁽¹⁾	$	—		$			$
Term Loan Facility ⁽¹⁾ ⁽²⁾		695,442			827,082			630,836

Total indebtedness	$	695,442			827,082			630,836
Total equity :
Members' equity (deficit)		(285,017	)		(392,586	)		—
Class A common stock, par value $0.01 per share; no shares authorized, issued and outstanding, actual; 250,000,000 shares authorized, 18,427,352 issued and outstanding, pro forma		—			—			185
Class B common stock, par value $0.0001 per share; no shares authorized, issued and outstanding, actual; 75,000,000 shares authorized, 62,002,729 issued and outstanding, pro forma		—			—			6
Class C common stock, par value $0.0001 per share; no shares authorized, issued and outstanding, actual; one share authorized, one issued and outstanding, pro forma					—			—
Preferred stock; par value $0.0001 per share; no shares authorized, issued and outstanding, actual; 20,000,000 shares authorized, no shares issued and outstanding, pro forma
Additional paid-in capital		—			—			230,042
Accumulated deficit		—			—			(265,486	)

Total members'/stockholders' equity (deficit)	$	(285,017	)		(392,586	)		(35,253	)

Non-controlling interest ⁽³⁾		—						(132,215	)

Total capitalization	$	410,425		$	434,496		$	463,368

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(1): For a discussion of our Senior Secured Credit Facilities, see "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources." See also our audited consolidated financial statements included elsewhere in this prospectus, which include all liabilities, including our Floor Plan Facility.
(2): Net of $4.3 million of unamortized original issue discount and $9.8 million of finance costs.
(3): On a pro forma basis, includes the membership interests not owned by us, which represents 77.9% of CWGS, LLC's outstanding common units. The Continuing Equity Owners will hold the 77.9% non-controlling interest in CWGS, LLC. Camping World Holdings, Inc. will hold 22.1% of the economic interests in CWGS, LLC and the Continuing Equity Owners will hold 77.9% of the economic interests in CWGS, LLC.
(4): The pro forma data in this column gives effect to (i) the $135.0 million of incremental borrowings under our Senior Secured Credit Facilities and the use of a portion of the proceeds thereunder to pay a $100.0 million distribution to the members of CWGS, LLC on September 21, 2016, (ii) the $5.8 million special distribution paid on July 5, 2016 and (iii) the $1.8 million special distribution paid on September 7, 2016, in each case as if such debt was incurred and such distributions were declared and paid on June 30, 2016, as applicable. See Notes 2 and 11 to the unaudited pro forma consolidated balance sheet as of June 30, 2016, in "Unaudited Pro Forma Consolidated Financial Information."
(5): Each $1.00 increase or decrease in the assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization on a pro forma basis by approximately $10.6 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
: Each 1,000,000 share increase or decrease in the number of shares offered in this offering would increase or decrease the net proceeds to us from this offering by approximately $20.6 million, assuming that the price per share for the offering remains at $22.00 (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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DIVIDEND POLICY

After completion of this offering, CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders of approximately $0.0605 per common unit, and we intend to use all of the proceeds from such distribution on our common units to pay a regular quarterly cash dividend of approximately $0.0605 per share on our Class A common stock, subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our board of directors. Holders of our Class B common stock and Class C common stock are not entitled to participate in any dividends declared by our board of directors. We expect our first regular quarterly cash dividend will be for the quarter ending March 31, 2017. Assuming we give pro forma effect to all of the Transactions described in "Our Organizational Structure," the sale of 11,363,636 shares of our Class A common stock in this offering (or 13,068,181 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and the application of the net proceeds by us and CWGS, LLC from this offering and the other transactions described in "Unaudited Pro Forma Consolidated Financial Information," as if all such transactions had been completed as of January 1, 2015, a $0.0605 per common unit quarterly cash dividend would have resulted in cash distributions to the common unit holders of CWGS, LLC of $10.1 million and $20.1 million in the six months ended June 30, 2016 and the year ended December 31, 2015, respectively (or $10.3 million and $20.6 million if the underwriters exercised in full their option to purchase additional shares of Class A common stock). CWGS, LLC shall make cash distributions in accordance with the CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Distributions." We believe that our cash and cash equivalents and cash provided by operating activities will be sufficient for CWGS, LLC to make this regular quarterly cash distribution for at least the next twelve months.

In addition, after the completion of this offering, the CWGS LLC Agreement will require tax distributions to be made by CWGS, LLC to its members, including us. In general, tax distributions will be made on a quarterly basis, to each member of CWGS, LLC, including us, based on such member's allocable share of the taxable income of CWGS, LLC (which, in our case, will be determined without regard to any Basis Adjustments described under "Certain Relationships and Related Party Transactions — Tax Receivable Agreement") and an assumed tax rate based on the highest combined federal, state, and local tax rate that may potentially apply to any one of CWGS, LLC's members (currently 52.62%), regardless of the actual final tax liability of any such member. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement" for additional information regarding these tax distributions. Based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution"). We currently intend to pay a special cash dividend of all or a portion of the Excess Tax Distribution to the holders of our Class A common stock from time to time subject to the discretion of our board of directors. For the year ended December 31, 2015, after giving effect to the Transactions, including this offering and the application of the proceeds from this offering as described in "Use of Proceeds," we would have received total tax distributions of $20.2 million based on a 52.62% assumed tax rate and the amount of the Excess Tax Distribution would have been $5.4 million (which, for this purpose, is determined without regard to any Basis Adjustments

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and without regard to our payment obligations under the Tax Receivable Agreement, which may impact the amount of the Excess Tax Distribution).

Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our board of directors may deem relevant. Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability. Furthermore, because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from CWGS, LLC and, through CWGS, LLC, cash distributions and dividends from its operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. In particular, our ability to pay any cash dividends on our Class A common stock is limited by restrictions on the ability of CWGS, LLC and our other subsidiaries and us to pay dividends or make distributions to us under the terms of our Senior Secured Credit Facilities and Floor Plan Facility. We do not currently believe that the restrictions contained in our existing indebtedness will impair the ability of CWGS, LLC to make the distributions or pay the dividends as described above. See "Description of Certain Indebtedness" for a description of the restrictions on our ability to pay dividends. Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay dividends according to our policy, or at all. See "Description of Capital Stock," "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" and "Risk Factors — Risks Relating to This Offering and Ownership of Our Class A Common Stock — Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our board of directors and may be limited by our structure and statutory restrictions and restrictions imposed by our Senior Secured Credit Facilities and our Floor Plan Facility as well as any future agreements."

CWGS, LLC paid cash tax distributions to its members during the six months ended June 30, 2016 and 2015 aggregating $52.8 million and $39.7 million, respectively, and during the years ended December 31, 2015, 2014 and 2013 aggregating $83.1 million, $58.0 million and $26.3 million, respectively. Subsequent to June 30, 2016, CWGS, LLC paid aggregate cash tax distributions to its members of $27.0 million. CWGS, LLC also made quarterly preferred return payments to one of its members during the six months ended June 30, 2016 and 2015 of $4.2 million and $4.2 million, respectively and during the years ended December 31, 2015 and 2014 aggregating $8.4 million and $2.1 million, respectively. Additionally, CWGS, LLC paid four special cash distributions to its members during the year ended December 31, 2015 of $92.4 million, $15.0 million, $15.0 million and $15.0 million. CWGS, LLC paid special cash distributions to its members during the six months ended June 30, 2016 and 2015 of $3.6 million and $107.4 million, respectively. On July 5, 2016, CWGS, LLC paid a special cash distribution to its members of $5.8 million. Additionally, on September 7, 2016, CWGS, LLC paid a special cash distribution to its members of $1.8 million, of which $1.6 million related to a distribution of the remaining proceeds from the assignment of its equity interest in AutoMatch USA, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, to CWGS Holding, LLC and CVRV Acquisition LLC, each a member of CWGS, LLC, as further described under "Certain Relationships and Related Party Transactions—Other Transactions." Moreover, on September 21, 2016, CWGS, LLC paid a special cash distribution to its members of $100.0 million in connection with the Recapitalization. See "Our Organizational Structure."

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DILUTION

The Continuing Equity Owners will own common units in CWGS, LLC after the Transactions. Because the Continuing Equity Owners, other than Crestview Partners II GP, L.P. (as beneficial owner of the Class A common stock owned by CVRV Acquisition II LLC), do not own any Class A common stock or have any right to receive distributions from Camping World Holdings, Inc., we have presented dilution in pro forma net tangible book value (deficit) per share both before and after this offering assuming that all of the holders of common units (other than Camping World Holdings, Inc., but including Crestview Partners II GP, L.P.) had their common units redeemed or exchanged for newly-issued shares of Class A common stock on a one-for-one basis (rather than for cash) and the cancellation for no consideration of all of their shares of Class B common stock (which are not entitled to receive distributions or dividends, whether cash or stock from Camping World Holdings, Inc.) in order to more meaningfully present the dilutive impact on the investors in this offering. We refer to the assumed redemption or exchange of all common units for shares of Class A common stock as described in the previous sentence as the "Assumed Redemption."

As described in greater detail under "Certain Relationships and Related Party Transactions—Tax Receivable Agreement," in connection with the closing of this offering, we will enter into the Tax Receivable Agreement with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. that will provide for the payment by Camping World Holdings, Inc. to such persons of 85% of the amount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions that are funded by Camping World Holdings, Inc. or exchanges of common units, and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. After giving effect to the Assumed Redemption, we would recognize a deferred tax asset of approximately $938 million and a liability of approximately $798 million, representing 85% of the tax benefits due to the Continuing Equity Owners, assuming (i) all exchanges occurred on the same day; (ii) a price of $22.00 per share (the midpoint of the price range set forth on the cover page of this prospectus); (iii) a constant corporate tax rate of 38.5%; (iv) we will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law. We have presented dilution in pro forma net tangible book value (deficit) per share both before and after this offering after giving effect to these estimates. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of our shares of Class A common stock at the time of the exchange, and the tax rates then in effect.

Dilution is the amount by which the offering price paid by the purchasers of the Class A common stock in this offering exceeds the pro forma net tangible book value (deficit) per share of Class A common stock after the offering. CWGS, LLC's pro forma net tangible book value (deficit) as of June 30, 2016 prior to this offering and after the Assumed Redemption was $(5.58). Pro forma net tangible book value (deficit) per share prior to this offering is determined by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding after giving effect to the Assumed Redemption.

If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share of our Class A common stock after this offering.

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Pro forma net tangible book value per share after this offering is determined by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding, after giving effect to the Transactions, including this offering and the application of the proceeds from this offering as described in "Use of Proceeds," and the Assumed Redemption. Our pro forma net tangible book value (deficit) as of June 30, 2016 after this offering would have been approximately $(178,304), or $(2.14) per share of Class A common stock. This amount represents an immediate increase in pro forma net tangible book value of $3.44 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $24.14 per share to new investors purchasing shares of Class A common stock in this offering. We determine dilution by subtracting the pro forma net tangible book value (deficit) per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock. The following table illustrates this dilution:


Assumed initial public offering price per share			$	22.00
Pro forma net tangible book value (deficit) per share as of June 30, 2016 before this offering ⁽¹⁾	(5.58	)
Increase per share attributable to investors in this offering	3.44
Pro forma net tangible book value (deficit) per share after this offering ⁽²⁾			$	(2.14	)

Dilution per share to new Class A common stock investors			$	24.14

(1): The computation of pro forma net tangible book value (deficit) per share as of June 30, 2016 before this offering is set forth below:

(in thousands except for share data)

Numerator
Book value of tangible assets	$	2,220,685
Less: total liabilities		(2,621,783	)

Pro forma net tangible book value (deficit) (a)	$	(401,098	)



Denominator
Shares of Class A common stock to be outstanding immediately prior to this offering, the Assumed Redemption and vested restricted stock units (b)		71,900

Total		71,900



Pro forma net tangible book value (deficit) per share	$	(5.58	)

(a): Gives pro forma effect to the Transactions (other than this offering) and the Assumed Redemption.
(b): Reflects 71,899,630 outstanding shares of Class A common stock, consisting of (i) 7,063,716 outstanding shares of Class A common stock issued in exchange for the Former Equity Owners' indirect ownership interest in common units of CWGS, LLC on a one-to-one basis, (ii) 64,835,914 outstanding shares of Class A common stock issuable upon the exchange of common units to be held by the Continuing Equity Owners prior to this offering.

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(2): The computation of pro forma net tangible book value (deficit) per share as of June 30, 2016 after giving effect to this offering is set forth below:


Numerator
Book value of tangible assets	$	2,247,233
Less: total liabilities		(2,425,537	)

Pro forma net tangible book value (deficit) (a)	$	(178,304	)



Denominator
Shares of Class A common stock to be outstanding immediately after this offering and the Assumed Redemption (b)		83,263

Total		83,263



Pro forma net tangible book value (deficit) per share	$	(2.14	)

(a): Gives pro forma effect to the Transactions (including this offering) and the Assumed Redemption. Pro forma net tangible book value (deficit) reflects a net increase from stockholders' equity of $222.8 million as a result of the issuance of our Class A common stock.
(b): Reflects 83,263,266 outstanding shares of Class A common stock, consisting of (i) 11,363,636 shares of Class A common stock to be issued in this offering, and (ii) the 71,899,630 shares described in note (1)(b) above. Does not reflect stock options and restricted stock units covering a total of 1,373,710 shares of our Class A common stock to be granted to certain of our directors and certain of our employees in connection with this offering as described under the captions "Executive Compensation — Compensation of our Directors" and "Executive Compensation — Equity Compensation Plan Information — Compensation Programs To Be Adopted in Connection With This Offering — 2016 Incentive Award Plan."

A $1.00 increase (decrease) in the assumed initial public offering price of $22.00 per share, which is the midpoint of the price range listed on the cover page of this prospectus, would increase (decrease) the pro forma net tangible book value per share after this offering by approximately $10.6 million, and dilution in pro forma net tangible book value (deficit) per share to new investors by approximately $0.13, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional shares of Class A common stock, the pro forma net tangible book (deficit) after the offering would be $(1.66) per share, the increase in pro forma net tangible book value (deficit) per share to existing stockholders would be $3.92 per share and the dilution in pro forma net tangible book value (deficit) to new investors would be $23.66 per share, in each case assuming an initial public offering price of $22.00 per share, which is the midpoint of the price range listed on the cover page of this prospectus.

The following table summarizes, as of June 30, 2016 after giving effect to the Transactions (including this offering) and the Assumed Redemption, the number of shares of Class A common stock purchased from us, the total consideration paid, or to be paid, to us and the average price per share paid, or to be paid, by existing owners and by the new investors. The calculation below is based on an assumed initial public offering price of $22.00 per share, which is the midpoint of

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the price range listed on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.


	Shares purchased				Total consideration				Average price

	Number	Percent			Amount	Percent			per share

Original Equity Owners	71,899,630	86.4	%		—	—			—
New investors	11,363,636	13.6		$	249,999,992	100	%	$	22.00

Total	83,263,266	100	%	$	249,999,992	100	%	$	3.00

Each $1.00 increase (decrease) in the assumed initial public offering price of $22.00 per share would increase (decrease) the total consideration paid by new investors and the total consideration paid by all stockholders by $10.6 million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions but before estimated offering expenses.

Except as otherwise indicated, the discussion and the tables above assume no exercise of the underwriters' option to purchase additional shares of Class A common stock. In addition, the discussion and tables above exclude shares of Class B common stock and the share of Class C common stock, because holders of Class B common stock and Class C common stock are not entitled to distributions or dividends, whether cash or stock, from Camping World Holdings, Inc. The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of June 30, 2016, after giving effect to the Transactions and the Assumed Redemption, and excludes 14,693,518 shares of Class A common stock reserved for issuance under our 2016 Plan (as described in "Executive Compensation — Equity Compensation Plan Information — Compensation Programs To Be Adopted In Connection With This Offering — 2016 Incentive Award Plan"), including shares of Class A common stock issuable pursuant to 1,210,565 stock options and 163,145 restricted stock units granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in "Executive Compensation — Compensation of our Directors" and "Executive Compensation — Equity Compensation Plan Information — Compensation Programs To Be Adopted In Connection With This Offering — 2016 Incentive Award Plan."

To the extent any of these outstanding options are exercised, there will be further dilution to new investors. To the extent all of such outstanding options had been exercised as of June 30, 2016 the pro forma net tangible book value (deficit) per share after this offering would be $(1.69), and total dilution per share to new investors would be $23.69.

If the underwriters exercise in full their option to purchase additional shares of Class A common stock:

•: the percentage of shares of Class A common stock held by the Original Equity Owners will decrease to approximately 84.6% of the total number of shares of our Class A common stock outstanding after this offering; and
•: the number of shares held by new investors will increase to 13,068,181, or approximately 15.4% of the total number of shares of our Class A common stock outstanding after this offering.

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SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents the selected historical consolidated financial data for CWGS, LLC and its subsidiaries. CWGS, LLC is the predecessor of the issuer, Camping World Holdings, Inc., for financial reporting purposes. The selected consolidated statements of income and statements of cash flows data for each of the years in the three-year period ended December 31, 2015 and the selected consolidated balance sheets data as of December 31, 2015 and 2014 are derived from the audited consolidated financial statements of CWGS, LLC and its subsidiaries contained herein. The selected consolidated statements of income and statements of cash flows data for each of the years ended December 31, 2012 and 2011 and the selected consolidated balance sheets data as of December 31, 2013, 2012 and 2011 have been derived from the unaudited consolidated financial statements of CWGS, LLC and its subsidiaries, not included in this prospectus. The selected consolidated statements of income and statements of cash flows data for the six months ended June 30, 2016 and 2015 and the selected consolidated balance sheets data as of June 30, 2016 are derived from the unaudited consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries contained herein. We have prepared the unaudited consolidated financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods.

The results for any interim period are not necessarily indicative of the results that may be expected for a full year. Additionally, our historical results are not necessarily indicative of future results. The information set forth below should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

The selected unaudited pro forma consolidated financial data of Camping World Holdings, Inc. presented below have been derived from our unaudited pro forma consolidated financial statements included elsewhere in this prospectus. The selected unaudited pro forma financial data for the fiscal year ended December 31, 2015 and as of and for the six months ended June 30, 2016 give effect to the Recapitalization, the payment of certain special distributions to the members of CWGS, LLC subsequent to June 30, 2016, the other Transactions, as described in "Our Organizational Structure," including the consummation of this offering, the use of proceeds therefrom and related transactions, as described in "Use of Proceeds," as if all such transactions had occurred on January 1, 2015, in the case of the selected unaudited pro forma consolidated statements of income data, and as of June 30, 2016, in the case of the selected unaudited pro forma consolidated balance sheets data. The unaudited pro forma financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See "Unaudited Pro Forma Consolidated Financial Information" for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial data.

The selected historical financial data of Camping World Holdings, Inc. have not been presented as Camping World Holdings, Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

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		Pro Forma Camping World Holdings, Inc.						Historical CWGS, LLC

		Six Months Ended			Fiscal Year Ended			Six Months Ended,						Fiscal Year Ended

		June 30, 2016			December 31, 2015			June 30, 2016			June 30, 2015			December 31, 2015			December 31, 2014			December 31, 2013			December 31, 2012			December 31, 2011

		(unaudited)						(unaudited)
		(in thousands, except margins and selected other operating data)
Consolidated Statements of Income Data:
Revenue:
Consumer Services and Plans	$	90,426		$	174,600		$	90,426		$	86,845		$	174,600		$	162,598		$	166,231		$	166,173		$	175,509
Retail
New vehicles		988,232			1,607,790			988,232			846,658			1,607,790			1,176,838			1,030,687			731,168			540,780
Used vehicles		396,174			806,759			396,174			408,120			806,759			680,786			569,681			472,705			404,806
Parts, services and other		298,883			553,834			298,883			273,627			553,834			518,905			483,705			436,260			369,291
Finance and insurance, net		120,392			190,278			120,392			99,637			190,278			134,826			106,291			72,838			48,123

Subtotal		1,803,681			3,158,661			1,803,681			1,628,042			3,158,661			2,511,355			2,190,364			1,712,971			1,363,000
Total revenue		1,894,107			3,333,261			1,894,107			1,714,887			3,333,261			2,673,953			2,356,595			1,879,144			1,538,509
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Consumer Services and Plans		39,118			81,749			39,118			40,792			81,749			74,065			82,128			87,123			98,346
Retail					—
New vehicles		850,973			1,387,358			850,973			729,626			1,387,358			1,012,494			890,047			631,240			466,836
Used vehicles		321,234			652,235			321,234			329,996			652,235			551,702			457,718			386,146			334,137
Parts, services and other		156,261			297,957			156,261			144,220			297,957			280,345			264,039			238,870			196,274

Subtotal		1,328,468			2,337,550			1,328,468			1,203,842			2,337,550			1,844,541			1,611,804			1,256,256			997,247
Total costs applicable to revenue		1,367,586			2,419,299			1,367,586			1,244,634			2,419,299			1,918,606			1,693,932			1,343,379			1,095,593
Gross profit:
Consumer Services and Plans		51,308			92,851			51,308			46,053			92,851			88,533			84,103			79,050			77,163
Retail					—
New vehicles		137,259			220,432			137,259			117,032			220,432			164,344			140,640			99,928			73,944
Used vehicles		74,940			154,524			74,940			78,124			154,524			129,084			111,963			86,559			70,669
Parts, services and other		142,622			255,877			142,622			129,407			255,877			238,560			219,666			197,390			173,017
Finance and insurance, net		120,392			190,278			120,392			99,637			190,278			134,826			106,291			72,838			48,123

Subtotal		475,213			821,111			475,213			424,200			821,111			666,814			578,560			456,715			365,753
Total gross profit		526,521			913,962			526,521			470,253			913,962			755,347			662,663			535,765			442,916
Operating expenses:
Selling, general and administrative		357,672			647,560			356,096			315,879			644,409			544,107			482,655			397,609			335,266
Depreciation and amortization		11,925			24,101			11,925			11,398			24,101			24,601			21,183			21,315			21,804
(Gain) loss on sale of assets		(248	)		(237	)		(248	)		(665	)		(237	)		33			1,803			(1,263	)		(638	)

Total operating expenses		369,349			671,424			367,773			326,612			668,273			568,741			505,641			417,661			356,432

Income from operations		157,172			242,538			158,748			143,641			245,689			186,606			157,022			118,104			86,484
Other income (expense):
Floor plan interest expense		(10,529	)		(12,427	)		(10,529	)		(6,381	)		(12,427	)		(10,675	)		(9,980	)		(8,009	)		(7,836	)
Other interest expense, net		(23,960	)		(50,491	)		(25,325	)		(26,362	)		(53,377	)		(46,769	)		(74,728	)		(78,097	)		(73,696	)
Gain on derivative instrument								—			—			—			—			—			3,871			3,899
Gain (loss) on debt repayment		—			(4,740	)		—			—			—			(1,831	)		(49,450	)		(440	)		19
Other income (expense), net		(2	)		1			(2	)		—			1			(35	)		(59	)		(43	)		(1,765	)

Total other income (expense)		(34,491	)		(67,657	)		(35,856	)		(32,743	)		(65,803	)		(59,310	)		(134,217	)		(82,718	)		(79,379	)
Income before income taxes		122,681			174,881			122,892			110,898			179,886			127,296			22,805			35,386			7,105
Income tax (expense) benefit		(12,804	)		(16,295	)		(2,350	)		(2,208	)		(1,356	)		(2,140	)		(1,988	)		7,470			(1,707	)

Net income	$	109,877		$	158,586		$	120,542		$	108,690		$	178,530		$	125,156		$	20,817		$	42,856		$	5,398



Consolidated Statements of Cash Flows Data:
Net cash provided by (used in) operating activities							$	114,425		$	91,545		$	112,143		$	44,064		$	14,623		$	(196	)	$	17,154
Net cash used in investing activities							$	(82,122	)	$	(157,584	)	$	(176,200	)	$	(50,225	)	$	(46,195	)	$	(41,665	)	$	(8,047	)
Net cash (used in) provided by financing activities							$	(85,262	)	$	(11,258	)	$	45,372		$	80,366		$	48,120		$	41,501		$	(4,160	)
Selected Other Data:
EBITDA (1)							$	160,142		$	148,658		$	257,364		$	198,666		$	118,716		$	134,798		$	102,605
Adjusted EBITDA (1)							$	161,146		$	145,391		$	253,718		$	198,555		$	168,481		$	130,069		$	101,826
Adjusted EBITDA Margin (2)								8.5	%		8.5	%		7.6	%		7.4	%		7.1	%		6.9	%		6.6	%
Selected Other Operating Data:
Active Customers (3)								3,280,907			3,052,376			3,131,961			2,845,612			2,645,503			2,613,401			2,584,943

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		Pro Forma Camping World Holdings, Inc. (4)			Pro Forma CWGS, LLC (5)			Historical CWGS, LLC

		June 30, 2016			June 30, 2016			June 30, 2016			December 31, 2015			December 31, 2014			December 31, 2013			December 31, 2012			December 31, 2011

		(unaudited)			(unaudited)			(unaudited)
		(in thousands)
Consolidated Balance Sheets Data (at period end):
Cash and cash equivalents	$	93,143		$	63,137		$	39,066		$	92,025		$	110,710		$	36,505		$	19,957		$	20,317
Total assets	$	1,473,567		$	1,431,565		$	1,407,494		$	1,344,018		$	1,163,168		$	906,882		$	742,443		$	607,986
Total debt (6)	$	630,836		$	827,082		$	695,442		$	725,393		$	613,185		$	589,214		$	537,215		$	520,009
Total members'/stockholders' equity (deficit)	$	(35,253	)	$	(392,586	)	$	(285,017	)	$	(288,947	)	$	(236,700	)	$	(375,138	)	$	(363,699	)	$	(397,000	)

(1): EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity.

Management and our board of directors use EBITDA and Adjusted EBITDA:

•: as a measurement of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, as they remove the impact of items not directly resulting from our core operations;
•: for planning purposes, including the preparation of our internal annual operating budget and financial projections;
•: to evaluate the performance and effectiveness of our operational strategies; and
•: to evaluate our capacity to fund capital expenditures and expand our business.

By providing these non-GAAP financial measures, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use EBITDA to measure our compliance with covenants such as consolidated leverage ratio. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our consolidated financial statements included elsewhere in this prospectus as indicators of financial performance. Some of the limitations are:

•: such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
•: such measures do not reflect changes in, or cash requirements for, our working capital needs;
•: such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
•: such measures do not reflect our tax expense or the cash requirements to pay our taxes;

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•: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and
•: other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA includes adjustments for loss (gain) on debt repayment, loss (gain) on sale of assets and disposition of stores, monitoring fees, an adjustment to rent on right to use assets and other unusual or one-time items. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. In addition, Adjusted EBITDA includes adjustments for other items that we do not expect to regularly record following this offering. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

The following table reconciles EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net income:


		Historical CWGS, LLC

		Six Months Ended,						Fiscal Year Ended

		June 30, 2016			June 30, 2015			December 31, 2015			December 31, 2014			December 31, 2013			December 31, 2012			December 31, 2011

		(in thousands)
Net income	$	120,542		$	108,690		$	178,530		$	125,156		$	20,817		$	42,856		$	5,398
Other interest expense, net		25,325			26,362			53,377			46,769			74,728			78,097			73,696
Depreciation and amortization		11,925			11,398			24,101			24,601			21,183			21,315			21,804
Income tax expense		2,350			2,208			1,356			2,140			1,988			(7,470	)		1,707

EBITDA		160,142			148,658			257,364			198,666			118,716			134,798			102,605
Adjustments:
Loss (gain) on debt repayment (a)		—			—			—			1,831			49,450			440			(19	)
Loss (gain) on sale of assets and disposition of stores (b)		(246	)		146			1,452			2,689			2,147			(1,220	)		2,354
Gain on derivative instruments (c)		—			—			—			—			—			(3,871	)		(3,899	)
Monitoring fee (d)		1,250			1,250			2,500			2,500			2,500			2,500			1,518
Adjustment to rent on right to use assets (e)		—			(4,663	)		(7,598	)		(7,131	)		(4,332	)		(2,578	)		(733	)

Adjusted EBITDA	$	161,146		$	145,391		$	253,718		$	198,555		$	168,481		$	130,069		$	101,826

(a): Represents the loss incurred on repayment of the 11.50% Senior Secured Notes due 2016 in 2013 and the 12.00% Series A Notes due 2018 in 2014.
(b): Represents (i) an adjustment to eliminate the net gains and losses on sales of various assets, including (a) a $1.8 million gain on the asset sale of seven outdoor powersports magazine titles, two powersports shows and two conferences in March 2013, (b) the sale of the former FreedomRoads, LLC corporate office building at a loss of $3.5 million in November 2013, (c) a $0.5 million gain on the sale of Golf Card Club in 2012, (d) a $0.7 million gain on the sale of various home and garden shows in 2012 and (e) a $0.7 million gain on the sale of various publications in 2011; (ii) other non-operating items, including expenses related to retail locations closed; and (iii) a loss equal to the present value of the remaining net obligation under the non-cancellable operating leases in locations with no operating business, which represented $0.0 million, $0.0 million, $0.8 million, $1.3 million, $0.3 million, $0.0 million and $1.2 million for the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014, 2013, 2012 and 2011, respectively.
(c): Represents a gain on derivative instruments related to interest rate swap agreements.
(d): Represents monitoring fees paid pursuant to a monitoring agreement to Crestview and Stephen Adams. We intend to terminate the monitoring agreement upon the consummation of this offering.
(e): Represents an adjustment to rent expense for the periods presented for certain right to use assets that were derecognized in the fourth quarter of 2015 due to lease modifications that resulted in the leases meeting the requirements to be reported as operating leases. The adjustments represent additional rent expense that would have been incurred for the periods presented had the leases previously been classified as operating leases. See Note 9 of the audited consolidated financial statements included elsewhere in this prospectus for additional information.

(2): Adjusted EBITDA Margin is defined as the ratio of Adjusted EBITDA to total revenues. We present Adjusted EBITDA Margin because it is used by management as a performance measurement of Adjusted EBITDA generated from total revenues. See footnote 1 above for a discussion of Adjusted EBITDA as a non-GAAP measure and a reconciliation of net income to EBITDA and Adjusted EBITDA.

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(3): We define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.
(4): Each $1.00 increase or decrease in the assumed initial public offering price of $22.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents and total stockholders' equity on a pro forma basis by approximately $10.6 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
(5): The pro forma data in this column gives effect to (i) the $135.0 million of incremental borrowings under our Senior Secured Credit Facilities and the use of a portion of the proceeds thereunder to pay a $100.0 million distribution to the members of CWGS, LLC on September 21, 2016, (ii) the $5.8 million special distribution paid on July 5, 2016 and (iii) the $1.8 million special distribution paid on September 7, 2016, in each case as if such debt was incurred and such distributions were declared and paid on June 30, 2016, as applicable. See Notes 2 and 11 to the unaudited pro forma consolidated balance sheet as of June 30, 2016 in "Unaudited Pro Forma Consolidated Financial Information."
(6): Total debt consists of borrowings under our Senior Secured Credit Facilities, net of unamortized original issue discount and capitalized finance costs of $4.3 million and $9.8 million, $5.0 million and $11.1 million, $4.9 million and $10.0 million, $5.2 million and $10.8 million, $5.0 million and $14.4 million, and $6.1 million and $18.1 million, as of June 30, 2016, December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 31, 2011, respectively, (as discussed under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Description of Certain Indebtedness"). See our audited consolidated financial statements included elsewhere in this prospectus, which include all liabilities, including amounts outstanding under our Floor Plan Facility.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

We have derived the unaudited pro forma statement of income for the year ended December 31, 2015 set forth below by the application of pro forma adjustments to the audited consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries included elsewhere in this prospectus. We have derived the unaudited pro forma statement of income for the six months ended June 30, 2016 and the unaudited pro forma consolidated balance sheet as of June 30, 2016 set forth below by the application of pro forma adjustments to the unaudited consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries included elsewhere in this prospectus.

The unaudited pro forma statement of income for the year ended December 31, 2015 and the six months ended June 30, 2016, and the unaudited pro forma consolidated balance sheet as of June 30, 2016, present our consolidated results of income and financial position to give pro forma effect to the Recapitalization, the payment of certain special distributions to the members of CWGS, LLC subsequent to June 30, 2016, all of the other Transactions described in "Our Organizational Structure," the sale of shares in this offering (excluding shares issuable upon exercise of the underwriters' option to purchase additional shares), and the application of the net proceeds by us and CWGS, LLC from this offering and the other transactions described elsewhere in this section, as if all such transactions had been completed as of January 1, 2015 with respect to the unaudited condensed consolidated pro forma statement of income, and as of June 30, 2016, with respect to the unaudited pro forma balance sheet data. The unaudited pro forma financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change. We have made, in our opinion, all adjustments that are necessary to present fairly the pro forma financial data.

The pro forma adjustments principally give effect to the following items:

•: the Recapitalization as described in "Our Organizational Structure";
•: a $5.8 million special distribution paid on July 5, 2016 and a $1.8 million special distribution paid on September 7, 2016 to the members of CWGS, LLC;
•: the other Transactions described in "Our Organizational Structure";
•: this offering and the payment by us of fees and expenses related to this offering and the use of a portion of the proceeds by CWGS, LLC (from the sale of common units to us using the proceeds of this offering) to repay a portion of the outstanding borrowings under our Term Loan Facility as described in "Use of Proceeds;" and
•: a provision for federal, state and local income taxes of Camping World Holdings, Inc. as a taxable corporation at an effective rate of 38.6% and 38.5% for the year ended December 31, 2015 and the six months ended June 30, 2016, respectively, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates applied to income apportioned to each state and local jurisdiction.

The unaudited pro forma financial information presented assumes no exercise by the underwriters of the option to purchase up to an additional 1,704,545 shares of Class A common stock from us.

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purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions that are funded by Camping World Holdings, Inc. or exchanges of common units, and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. Due to the uncertainty in the amount and timing of future redemptions or exchanges of common units by the Continuing Equity Owners, the unaudited pro forma consolidated financial information assumes that no redemptions or exchanges of common units have occurred and therefore no increases in tax basis in CWGS, LLC's assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma consolidated financial information, other than the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering. However, if all of the Continuing Equity Owners were to have their common units redeemed, we would recognize a deferred tax asset of approximately $938 million and a liability of approximately $798 million, representing 85% of the tax benefits due to the Continuing Equity Owners (of which approximately 63.9%, 32.4% and 3.7% of the tax benefits would be attributable to ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders, respectively), assuming (i) all exchanges occurred on the same day; (ii) a price of $22.00 per share (the midpoint of the price range set forth on the cover page of this prospectus); (iii) a constant corporate tax rate of 38.5%; (iv) we will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law. For each 5% increase (decrease) in the amount of common units exchanged by the Continuing Equity Owners, our deferred tax asset would increase (decrease) by approximately $47 million and the related liability would increase (decrease) by approximately $40 million, assuming that the price per share and corporate tax rate remain the same. For each $1.00 increase (decrease) in the assumed share price of $22.00 per share, our deferred tax asset would increase (decrease) by approximately $36 million and the related liability would increase (decrease) by approximately $30 million, assuming that the number of common units exchanged by the Continuing Equity Owners and the corporate tax rate remain the same. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of our shares of Class A common stock at the time of the exchange, and the tax rates then in effect.

As described in the "Transactions," the unaudited pro forma financial statements reflect the acquisition of the equity interests in CWGS, LLC and does not result in a change in the book basis of CWGS, LLC as such transactions are between entities under common control.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors' and officers' liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs. Camping World Holdings, Inc. was formed on March 8, 2016 and will have no material assets or results of operations until the completion of this offering and therefore its historical financial position is not shown in a separate column in the unaudited pro forma statement of income.

The unaudited pro forma financial information is presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the Transactions and this offering been consummated on the dates indicated, and do not purport to be indicative of statements of financial condition data or results of operations as of any future date or for any future period. You should read our unaudited pro forma financial information and the accompanying notes in conjunction with all of the historical financial statements and related notes included elsewhere in this prospectus and the financial and other information appearing elsewhere in this prospectus, including information contained in "Risk Factors," "Use of Proceeds," "Capitalization," "Selected Historical and Pro Forma Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2016

(amounts in thousands)


		Historical CWGS, LLC (1)			Recapitalization Adjustments (2)			Other Distributions (11)			Pro Forma CWGS, LLC			Transaction Adjustments			Offering Adjustments			Pro Forma Camping World Holdings, Inc.

Assets
Cash and cash equivalents	$	39,066		$	31,640	(2)	$	(7,569	)	$	63,137			6	(6)	$	30,000	(3) (4) (9)	$	93,143
Contracts in transit		65,918			—						65,918			—			—			65,918
Accounts receivable, net		59,760			—						59,760			—			—			59,760
Inventories, net		915,153			—						915,153			—			—			915,153
Prepaid expenses and other assets		25,986			—						25,986			—			(3,452	) (4)		22,534
Deferred tax asset		153			—						153			—			—			153

Total current assets		1,106,036			31,640			(7,569	)		1,130,107			6			26,548			1,156,661
Property and equipment, net		131,004			—						131,004			—			—			131,004
Deferred tax asset		4,609			—						4,609			15,448	(10)		—			20,057
Intangible assets, net		2,542			—						2,542			—			—			2,542
Goodwill		146,735			—						146,735			—			—			146,735
Other assets		16,568			—						16,568			—			—			16,568

Total assets	$	1,407,494		$	31,640		$	(7,569	)	$	1,431,565		$	15,454		$	26,548		$	1,473,567



Liabilities and members' /stockholders' equity (deficit)
Current liabilities:
Accounts payable	$	107,591			—						107,591			—			—		$	107,591
Accrued liabilities		92,237			—						92,237			—			—			92,237
Deferred revenues and gains		65,818			—						65,818			—			—			65,818
Current portion of capital lease obligation		1,420			—						1,420			—			—			1,420
Current portion of long-term debt		39,422			7,500	(2)					46,922			—			(11,134	) (9)		35,788
Notes payable — floor plan		623,571			—						623,571			—			—			623,571
Other current liabilities		21,216			—						21,216			—			—			21,216

Total current liabilities		951,275			7,500			—			958,775			—			(11,134	)		947,641
Capital lease obligations		1,347			—						1,347			—			—			1,347
Right to use liabilities		15,093			—						15,093			—			—			15,093
Long-term debt, net of current portion		656,020			124,140	(2)					780,160			—			(185,112	) (9)		595,048
Deferred revenues and gains		53,576			—						53,576			—			—			53,576
Other long-term liabilities		15,200			—						15,200			13,130	(10)		—			28,330

Total liabilities		1,692,511			131,640			—			1,824,151			13,130			(196,246	)		1,641,035
Commitments and contingencies
Membership units, 153,796 units authorized and issued		—			—						—			—			—			—
Members' deficit		(285,017	)		(100,000	) (2)		(7,569	)		(392,586	)		392,586	(5)		—			—
Class A common stock		—			—						—			71	(7)		114	(3)		185
Class B common stock		—			—						—			6	(6)		—			6
Class C common stock		—			—						—			—	(6)		—			—
Preferred stock		—			—						—			—			—			—
Additional paid-in capital		—			—						—			3,206	(8)(10)		226,836	(3) (4)		230,042
Accumulated deficit		—			—						—			(34,264	) (5)(7)(8)		(231,222	) (5) (9)		(265,486	) (12)

Members'/stockholders' equity (deficit) attributable to Camping World Holdings, Inc.		(285,017	)		(100,000	)		(7,569	)		(392,586	)		361,605			(4,272	)		(35,253	)
Non-controlling interest		—			—						—			(359,281	) (5)		227,066	(5)		(132,215	)

Total liabilities and members' /stockholders' equity (deficit)	$	1,407,494		$	31,640		$	(7,569	)	$	1,431,565		$	15,454		$	26,548		$	1,473,567

See accompanying Notes to Unaudited Pro Forma Consolidated Balance Sheet.

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Camping World Holdings, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Consolidated Balance Sheet

(1): Camping World Holdings, Inc. was formed on March 8, 2016 and will have no material assets or results of operations until the completion of this offering and therefore its historical financial position is not shown in a separate column in this unaudited pro forma consolidated balance sheet.
(2): On September 21, 2016, we amended the credit agreement governing our Senior Secured Credit Facilities (as defined herein) to, among other things, provide for incremental term loan borrowings of $135.0 million, increase the capacity for payments by the Borrower to CWGS, LLC for payment of regular quarterly distributions to its common unit holders, including us, and permit a $100.0 million special distribution of a portion of such incremental borrowings under our Senior Secured Credit Facilities from the Borrower (as defined herein) to CWGS, LLC for a distribution to its members, which was also made on September 21, 2016. This adjustment represents the recognition of the incremental borrowings under the Senior Secured Credit Facilities of $135.0 million, net of deferred financing fees and original issue discount of $2.7 million and $0.7 million, respectively, and the $100.0 million distribution as if such debt was incurred and such distribution was declared and paid on June 30, 2016.
(3): We estimate that the net proceeds to us from this offering, after deducting estimated underwriting discounts and commissions but before estimated offering expenses, of $6.8 million, will be approximately $233.8 million, based on an assumed initial public offering price of $22.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. This amount has been determined based on the assumption that the underwriters' option to purchase additional shares of our Class A common stock is not exercised. A reconciliation of the gross proceeds from this offering to the net cash proceeds is set forth below.


Assumed initial public offering price per share	$	22.00
Shares of Class A common stock issued in this offering		11,363,636

Gross proceeds		249,999,992
Less: underwriting discounts and commissions and offering expenses (including amounts previously deferred of $3.5 million)		23,050,000

Net cash proceeds	$	226,949,992

(4): We are deferring certain costs associated with this offering, including certain legal, accounting and other related expenses, which have been recorded in prepaid expenses and other assets on our consolidated balance sheet. Upon completion of this offering, these deferred costs will be charged against the proceeds from this offering with a corresponding reduction to additional paid-in capital.
(5): Upon completion of the Transactions, we will become the sole managing member of CWGS, LLC. Although we will have a minority economic interest in CWGS, LLC, we will have the sole voting interest in, and control the management of, CWGS, LLC. As a result, we will consolidate the financial results of CWGS LLC and will report a non-controlling interest related to the common units of CWGS, LLC held by the Continuing Equity Owners on our consolidated

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balance sheet. The computation of the non-controlling interest following the consummation of this offering, based on the assumed initial public offering price, is as follows:


	Units	Percentage

Interest in CWGS, LLC by Camping World Holdings, Inc.	18,427,352	22.1	%
Non-controlling interest in CWGS, LLC by Continuing Equity Owners	64,835,914	77.9	%

	83,263,266	100.0	%

If the underwriters were to exercise their option to purchase additional shares of our Class A common stock in full, Camping World Holdings, Inc. would own 23.7% of the common units of CWGS LLC and the Continuing Equity Owners would own the remaining 76.3% of the common units of CWGS LLC.

Following the consummation of this offering, the common units of CWGS, LLC held by the Continuing Equity Owners, representing the non-controlling interest, will be redeemable at each of their options, for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), new-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement."

: The Transaction adjustments include adjustments to transfer pro forma CWGS, LLC members' deficit to accumulated deficit and report a non-controlling interest equal to the Continuing Equity Owners' economic interest in CWGS, LLC of 91.5% after giving effect to the Former Equity Owners' exchange of 7,063,716 common units for 7,063,716 shares of Class A common stock. The following table describes such Transaction adjustments ($ in thousands):


Non-controlling interest
Members' deficit—CWGS, LLC	$	(392,586	)
Former Equity Owners' Class A common stock economic interest in CWGS, LLC		8.5	%
Members' deficit attributable to Former Equity Owners' Class A common stock		(33,305	)

Members' deficit attributable to Continuing Equity Owners—non-controlling interest	$	(359,281	)

: The Offering adjustments include adjustments to report a non-controlling interest equal to the Continuing Equity Owners' economic interest in CWGS, LLC of 77.9%, after giving effect to the issuance of 11,363,636 shares of Class A common stock in this offering and the Former Equity Owners' exchange of 7,063,716 common units for 7,063,716 shares of Class A common stock, based on the pro forma CWGS, LLC members' deficit adjusted for the net proceeds received from the sale of common units to Camping World Holdings, Inc., less offering expenses paid by

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CWGS, LLC which are included in additional paid-in capital, and the loss on debt repayment. The following table describes such Offering adjustments ($ in thousands):


Non-controlling interest
Members' deficit—CWGS, LLC	$	(392,586	)
Purchase of CWGS, LLC common units with net proceeds of the offering		230,402
Offering expense paid by CWGS, LLC		(3,452	)
Profit unit recognition—additional paid in capital		888
Profit unit recognition—accumulated deficit		(888	)
Accumulated deficit—write off of prorated portion of original issue discount and capitalized finance costs		(4,156	)

CWGS, LLC members' equity after the offering		(169,792	)
Continuing Equity Owners' interest in CWGS, LLC		77.9	%

Members' deficit attributable to Continuing Equity Owners—non-controlling interest		(132,215	)
Less non-controlling interest included in the "Transaction Adjustments" column		(359,281	)



Non-controlling interest—"Offering Adjustments" column	$	227,066

(6)

In connection with this offering, we will issue (i) 62,002,729 shares of Class B common stock to the Continuing Equity Owners (other than the Former Profit Unit Holders), on a one-to-one basis with the number of common units of CWGS, LLC they own and (ii) one share of Class C common stock to ML RV Group, in each case, for nominal consideration. Holders of our Class B common stock and Class C common stock, along with the holders of our Class A common stock, will have certain voting rights as described under "Description of Capital Stock," but holders of our Class B common stock and Class C common stock will not be entitled to receive any distributions from or participate in any dividends declared by our board of directors.

(7)

In connection with this offering, the Former Equity Owners will exchange 7,063,716 of their indirect ownership interest in common units of CWGS, LLC for 7,063,716 shares of Class A common stock on a one-to-one basis.

(8)

This adjustment represents the total increase in compensation expense we expect to incur following the completion of this offering as a result of the following:

•: $0.7 million of compensation expense to be recognized in connection with the exercise of the outstanding vested Profit Units; and
•: $0.2 million of compensation expense to be recognized in connection with the accelerated vesting of the outstanding Profits Units in connection with this offering.

These adjustments are non-recurring in nature and, as such, have not been included as adjustments in the unaudited pro forma consolidated statements of income.

(9): CWGS, LLC intends to use the $230.4 million in net proceeds it receives from the sale of common units to Camping World Holdings, Inc. to repay $200.4 million of outstanding borrowings under our Term Loan Facility and the remainder for general corporate purposes. The repayment of a portion of our borrowings under our Term Loan Facility resulted in a $4.2 million loss on debt repayment as the result of the write-off of a portion of the unamortized original issue discount and capitalized finance costs.
(10): We expect to obtain an increase in the tax basis of our share of the assets of CWGS, LLC when common units are redeemed or exchanged by the Continuing Equity Owners and other qualifying transactions. This increase in tax basis may have the effect of reducing the amounts

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that we would otherwise pay in the future to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the consummation of this offering, we will enter into a tax receivable agreement with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. that will provide for the payment by us to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, that we actually realize or in some cases are deemed to realize as a result of (i) increases in the tax basis of the assets of CWGS, LLC resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions or exchanges of common units or any prior sales of interests in CWGS, LLC and (ii) certain other tax benefits related to our making payments under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement."

The exchange by Crestview Partners II GP, L.P. in connection with this offering of certain of their common units for 1,674,421 shares of Class A common stock (based on the midpoint of the price range set forth on the cover page of this prospectus) will trigger an increase in the tax basis of the assets of CWGS, LLC subject to the provisions of the Tax Receivable Agreement. Assuming a public offering price of $22.00 per share (the midpoint of the price range set forth on the cover page of this prospectus), we will recognize a deferred tax asset in the amount of $15.4 million and a liability of $13.1 million, representing 85% of the tax benefits due to Crestview Partners II GP, L.P. and an adjustment to additional paid-in capital for the difference.

(11): The pro forma data in this column gives effect to $5.8 million and $1.8 million special distributions paid on July 5, 2016 and September 7, 2016, respectively, as if such special distributions were declared and paid on June 30, 2016.
(12): The reconciliation of CWGS, LLC members' deficit to Camping World Holdings, Inc. accumulated deficit as of June 30, 2016 is as follows ($ in thousands):


Accumulated deficit—"Transaction Adjustments" column
Transfer of members' deficit to accumulated deficit	$	(392,586	)
Non-controlling interest		359,281
Compensation expense recognized upon exercise of the outstanding Profit Units		(888	)
Transfer of the par value of the Class A common stock from accumulated deficit to Class A common stock as a result of the exchange of common units by the Former Equity Owners		(71	)

Accumulated deficit		(34,264	)

Accumulated deficit—"Offering Adjustments" column
Loss on repayment of debt as a result of the write-off of the pro rata portion of unamortized original issue discount and capitalized finance costs		(4,156	)
Offset to the non-controlling interest		(227,066	)

Accumulated deficit		(231,222	)

Total pro forma Camping World Holdings, Inc. accumulated deficit	$	(265,486	)

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Income for the

Six Months Ended June 30, 2016


(in thousands, except per share data)		Historical CWGS, LLC (1)			Recapitalization Transactions (2)			Pro Forma CWGS, LLC			Transaction Adjustments			Offering Adjustments			Pro Forma Camping World Holdings, Inc.

Revenue:
Consumer Services and Plans	$	90,426			—		$	90,426			—			—		$	90,426
Retail
New vehicles		988,232			—			988,232			—			—			988,232
Used vehicles		396,174			—			396,174			—			—			396,174
Parts, services and other		298,883			—			298,883			—			—			298,883
Finance and insurance, net		120,392			—			120,392			—			—			120,392

Subtotal		1,803,681			—			1,803,681			—			—			1,803,681
Total revenue		1,894,107			—			1,894,107			—			—			1,894,107
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Consumer Services and Plans		39,118			—			39,118			—			—			39,118
Retail
New vehicles		850,973			—			850,973			—			—			850,973
Used vehicles		321,234			—			321,234			—			—			321,234
Parts, services and other		156,261			—			156,261			—			—			156,261

Subtotal		1,328,468			—			1,328,468			—			—			1,328,468
Total costs applicable to revenue		1,367,586			—			1,367,586			—			—			1,367,586
Gross profit:
Consumer Services and Plans		51,308			—			51,308			—			—			51,308
Retail
New vehicles		137,259			—			137,259			—			—			137,259
Used vehicles		74,940			—			74,940			—			—			74,940
Parts, services and other		142,622			—			142,622			—			—			142,622
Finance and insurance, net		120,392			—			120,392			—			—			120,392

Subtotal		475,213			—			475,213			—			—			475,213
Total gross profit		526,521			—			526,521			—			—			526,521
Operating expenses:
Selling, general and administrative		356,096			—			356,096			—			1,576	(3)		357,672
Depreciation and amortization		11,925			—			11,925			—			—			11,925
Loss on sale of assets		(248	)		—			(248	)		—			—			(248	)

Total operating expenses		367,773			—			367,773			—			1,576			369,349

Income from operations		158,748			—			158,748			—			(1,576	)		157,172
Other income (expense):
Floor plan interest expense		(10,529	)		—			(10,529	)		—			—			(10,529	)
Other interest expense, net		(25,325	)		(4,561	) (2)		(29,886	)		—			5,926	(7)		(23,960	)
Loss on debt repayment		—			—			—			—			—			—
Other income (expense), net		(2	)		—			(2	)		—			—			(2	)

Total other income (expense)		(35,856	)		(4,561	)		(40,417	)		—			5,926			(34,491	)

Income before income taxes		122,892			(4,561	)		118,331			—			4,350			122,681
Income tax expense		(2,350	)		—			(2,350	)		—			(10,454)	(4)		(12,804	)

Income from continuing operations		120,542			(4,561	)		115,981			—

Net income	$	120,542		$	(4,561	)	$	115,981		$	—		$	(6,104	)	$	109,877



Net income attributable to non-controlling interests		—			—			—			106,142	(5)		(12,442)	(5)		93,700

Net income attributable to Camping World Holdings, Inc.	$	120,542		$	(4,561	)	$	115,981		$	(106,142	)	$	6,338		$	16,177



Pro forma net income per share data (6) :
Weighted-average shares of Class A common stock outstanding:
Basic																	18,470,525
Diluted																	83,426,411
Net income available to Class A common stock per share:
Basic																$	0.88
Diluted																$	0.88

See accompanying Notes to Unaudited Pro Forma Consolidated Statement of Income.

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Camping World Holdings, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Income for the

Year Ended December 31, 2015


(in thousands, except per share data)		Historical CWGS, LLC (1)			Recapitalization Transactions (2)			Pro Forma CWGS, LLC			Transaction Adjustments			Offering Adjustments			Pro Forma Camping World Holdings, Inc.

Revenue:
Consumer Services and Plans	$	174,600			—		$	174,600			—			—		$	174,600
Retail		—			—			—			—			—			—
New vehicles		1,607,790			—			1,607,790			—			—			1,607,790
Used vehicles		806,759			—			806,759			—			—			806,759
Parts, services and other		553,834			—			553,834			—			—			553,834
Finance and insurance, net		190,278			—			190,278			—			—			190,278

Subtotal		3,158,661			—			3,158,661			—			—			3,158,661
Total revenue		3,333,261			—			3,333,261			—			—			3,333,261
Costs applicable to revenue:
Consumer Services and Plans		81,749			—			81,749			—			—			81,749
Retail		—			—			—			—			—			—
New vehicles		1,387,358			—			1,387,358			—			—			1,387,358
Used vehicles		652,235			—			652,235			—			—			652,235
Parts, services and other		297,957			—			297,957			—			—			297,957

Subtotal		2,337,550			—			2,337,550			—			—			2,337,550
Total costs applicable to revenue		2,419,299			—			2,419,299			—			—			2,419,299
Gross profit:
Consumer Services and Plans		92,851			—			92,851			—			—			92,851
Retail		—			—						—			—			—
New vehicles		220,432			—			220,432			—			—			220,432
Used vehicles		154,524			—			154,524			—			—			154,524
Parts, services and other		255,877			—			255,877			—			—			255,877
Finance and insurance, net		190,278			—			190,278			—			—			190,278

Subtotal		821,111			—			821,111			—			—			821,111
Total gross profit		913,962			—			913,962			—			—			913,962
Operating expenses:
Selling, general and administrative		644,409			—			644,409			—			3,151	(3)		647,560
Depreciation and amortization		24,101			—			24,101			—			—			24,101
(Gain) loss on sale of assets		(237	)		—			(237	)		—			—			(237	)

Total operating expenses		668,273			—			668,273			—			3,151			671,424

Income from operations		245,689			—			245,689			—			(3,151	)		242,538
Other income (expense)
Floor plan interest expense		(12,427	)		—			(12,427	)		—			—			(12,427	)
Other interest expense, net		(53,377	)		(8,952	) (2)		(62,329	)		—			11,838	(7)		(50,491	)
Loss on debt repayment		—			—			—			—			(4,740	) (7)		(4,740	)
Other income (expense), net		1			—			1			—			—			1

Total other income (expense)		(65,803	)		(8,952	)		(74,755	)		—			7,098			(67,657	)

Income before income taxes		179,886			(8,952	)		170,934			—			3,947			174,881
Income tax expense		(1,356	)		—			(1,356	)		—			(14,939	) (4)		(16,295	)

Net income	$	178,530		$	(8,952	)	$	169,578		$	—		$	(10,992	)	$	158,586



Net income attributable to non-controlling interests		—			—			—			155,192	(5)		(20,071	) (5)		135,121

Net income attributable to Camping World Holdings, Inc.	$	178,530		$	(8,952	)	$	169,578		$	(155,192	)	$	9,079		$	23,465



Pro forma net income share data(6):
Weighted-average shares of Class A common stock outstanding:
Basic																	18,470,525
Diluted																	83,426,411
Net income available to Class A common stock per share:
Basic																$	1.27
Diluted																$	1.27

See accompanying Notes to Unaudited Pro Forma Consolidated Statement of Income.

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Camping World Holdings, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Consolidated Statements of Income

(1): Camping World Holdings, Inc. was formed on March 8, 2016 and will have no material assets or results of operations until the completion of this offering and therefore its historical financial position is not shown in a separate column in these unaudited pro forma consolidated statements of income.
(2): On September 21, 2016, we amended the credit agreement governing our Senior Secured Credit Facilities to, among other things, provide for incremental term loan borrowings of $135.0 million, increase the capacity for payments by the Borrower to CWGS, LLC for payment of regular quarterly distributions to its common unit holders, including us, and permit a $100.0 million special distribution of a portion of such incremental borrowings under our Senior Secured Credit Facilities from the Borrower (as defined herein) to CWGS, LLC for a distribution to its members, which was also made on September 21, 2016. Accordingly, pro forma adjustments have been made to reflect an increase in interest expense of $9.0 million and $4.6 million for the year ended December 31, 2015 and the six months ended June 30, 2016, respectively, computed at weighted-average interest rates of 5.7% and 5.9%, respectively, in each case as if the additional borrowings had been incurred on January 1, 2015.
(3): This adjustment represents the increase in compensation expense we expect to incur following the completion of this offering. We expect to grant 1,210,565 stock options and 163,145 restricted stock units to our directors and certain employees in connection with this offering. This amount was calculated assuming the stock options and restricted stock units were granted on January 1, 2015 with the stock options having an exercise price equal to $22.00 per share, the assumed initial public offering price based on the midpoint of the price range set forth on the cover page of this prospectus. The grant date fair values of the stock options were determined using the Black-Scholes valuation model using the following assumptions:


Expected volatility	36.29	%
Expected dividend yield	1.10	%
Expected term (in years)	6.25
Risk-free interest rate	1.31	%

(4): CWGS, LLC has been, and will continue to be, treated as a partnership for U.S. federal and state income tax purposes. As such, income generated by CWGS, LLC will flow through to its partners, including us, and is generally not subject to tax at the CWGS, LLC level. Following the Transactions, we will be subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of CWGS, LLC. As a result, the unaudited pro forma consolidated statements of income reflect adjustments to our income tax expense to reflect an effective income tax rate of 38.6% and 38.5% for the year ended December 31, 2015 and the six months ended June 30, 2016, respectively, which were calculated assuming the U.S. federal rates currently in effect and the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.
: The income tax expense for the Offering adjustments is determined using the Continuing Equity Owners' economic interest in CWGS, LLC of 77.9%, after giving effect to the issuance of 11,363,636 shares of Class A common stock in this offering and the Former Equity Owners' exchange of 7,063,716 common units for 7,063,716 shares of Class A common stock, based on the pro forma CWGS, LLC income before income taxes adjusted for stock option expense, the loss on repayment of debt and the reduction in interest expense as a result of the repayment of a portion of the outstanding borrowings under the Term Loan Facility. The effective tax rate derived from the face of the unaudited pro forma consolidated statement of

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income will be lower than the stated effective tax rate as the effective tax rate is only applied to the 22.1% of the income before taxes based on Camping World Holdings, Inc.'s economic interest in CWGS, LLC. Our pro forma allocable share of taxable income from CWGS, LLC was $38.7 million and $27.2 million, and our income tax was $14.9 million and $10.5 million, respectively, for the year ended December 31, 2015 and the six months ended June 30, 2016.

(5): Upon completion of the Transactions, Camping World Holdings, Inc. will become the sole managing member of CWGS, LLC. Although we will have a minority economic interest in CWGS, LLC, we will have the sole voting interest in, and control the management of, CWGS, LLC. As a result, we will consolidate the financial results of CWGS, LLC and will report a non-controlling interest related to the common units of CWGS, LLC held by the Continuing Equity Owners on our consolidated statements of income. Following this offering, assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock, Camping World Holdings, Inc. will own 22.1% of the common units of CWGS LLC and the Continuing Equity Owners will own the remaining 77.9% of the common units of CWGS LLC. Net income attributable to non-controlling interests will represent 77.9% of the income before income taxes of Camping World Holdings, Inc. These amounts have been determined based on the assumption that the underwriters' option to purchase 1,704,545 additional shares of our Class A common stock is not exercised. If the underwriters exercise their option to purchase additional shares of our Class A common stock in full, Camping World Holdings, Inc. will own 23.7% of the common units of CWGS, LLC and the Continuing Equity Owners will own the remaining 76.3% of the common units of CWGS, LLC and net income attributable to non-controlling interests would represent 76.3% of the income before income taxes of Camping World Holdings, Inc.
: The Transaction adjustments include adjustments to report pro forma CWGS, LLC net income attributable to non-controlling interests equal to the Continuing Equity Owners' economic interest in CWGS, LLC of 91.5% after giving effect to the Former Equity Owners' exchange of 7,063,716 common units for 7,063,716 shares of Class A common stock.
: The Offering adjustments include adjustments to report a non-controlling interest equal to the Continuing Equity Owners' economic interest in CWGS, LLC of 77.9%, after giving effect to the issuance of 11,363,636 shares of Class A common stock in this offering and the Former Equity Owners' exchange of 7,063,716 common units for 7,063,716 shares of Class A common stock, based on the pro forma CWGS, LLC net income adjusted for stock option expense, the loss on repayment of debt, and the reduction in interest expense as a result of the repayment of a portion of the outstanding borrowings under the Term Loan Facility.
(6): Pro forma basic net income per share is computed by dividing the net income available to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Pro forma diluted net income per share is computed by adjusting the net income available to Class A common stockholders and the weighted-average shares of Class A common stock outstanding to give effect to potentially dilutive securities. Shares of our Class B common stock and Class C common stock are not entitled to receive any distributions or dividends and have no rights to convert into Class A common stock. When a common unit is exchanged for, at our election, cash or Class A common stock by a Continuing Equity Owner who holds shares of our Class B common stock, such Continuing Equity Owner will be required to surrender a share of Class B common stock, which we will cancel for no consideration. Therefore, we did not include shares of our Class B common stock and Class C common stock in the computation of pro forma basic or diluted net income

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per share. The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted net income per share:

(in thousands, except per share data)	Year ended December 31, 2015			Six months ended June 30, 2016

Basic net income per share:
Numerator
Net income	$	158,586		$	109,877
Less: Net income attributable to non-controlling interests		(135,121	)		(93,700	)

Net income attributable to Class A common stockholders—basic		23,465			16,177

Denominator
Shares of Class A common stock held by Former Equity Owners		7,063,716			7,063,716
Shares of Class A common stock sold in this offering(a)		11,363,636			11,363,636
Vested portion of restricted stock units(b)		43,173			43,173

Weighted-average shares of Class A common stock outstanding—basic		18,470,525			18,470,525

Basic net income per share	$	1.27		$	0.88



Diluted net income per share:
Numerator
Net income available to Class A common shareholders—basic	$	23,465		$	16,177
Reallocation of net income assuming conversion of common units(c)		82,557			56,921

Net income attributable to Class A stockholders—diluted		106,022			73,098

Denominator
Weighted-average shares of Class A common stock outstanding—basic		18,470,525			18,470,525
Weighted-average effect of dilutive securities(d)		64,955,886			64,955,886

Weighted-average shares of Class A common stock outstanding—diluted		83,426,411			83,426,411

Diluted net income per share	$	1.27		$	0.88

(a): We plan to use a portion of the net proceeds from this offering (assuming that the underwriters' option to purchase 1,704,545 additional shares of our Class A common stock is not exercised) to purchase 11,363,636 common units directly from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and, in turn, CWGS, LLC intends to use the $230.4 million in net proceeds it receives from the sale of common units to Camping World Holdings, Inc. to repay a portion of the outstanding borrowings under our Term Loan Facility of approximately $200.4 million, and the remainder for general corporate purposes. The following table sets forth

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the number of weighted-average shares of Class A common stock whose proceeds will be used for the purposes mentioned above.


Pay down of the Term Loan Facility			9,111,363
Additional distributions and general corporate expenses			1,363,636

Subtotal			10,474,999
Underwriting discounts and commissions and expenses			888,637

Shares of Class A common stock sold in this offering			11,363,636

(b): In calculating pro forma basic net income per share for the year ended December 31,2015 and the six months ended June 30, 2016, 43,173 shares of restricted stock units that we expect to grant to our directors and certain employees in connection with this offering that would have vested as of December 31, 2015 have been included. Unvested shares of stock options of 1,210,565 that we expect to grant to our directors and certain employees in connection with this offering have not been included in pro forma dilutive net income per share for the year ended December 31, 2015 or six months ended June 30, 2016 as their exercise price is equal to the initial public offering price per share of Class A common stock in this offering and therefore they have no effect on pro forma dilutive net income per share.
(c): The common units of CWGS, LLC held by the Continuing Equity Owners are potentially dilutive securities and the computations of pro forma diluted net income per share assume that all common units of CWGS, LLC were exchanged for shares of Class A common stock at the beginning of the period. This adjustment was made for purposes of calculating pro forma diluted net income per share only and does not necessarily reflect the amount of exchanges that may occur subsequent to this offering.
(d): Includes (i) 64,835,914 outstanding shares of Class A common stock issuable upon the exchange of common units to be held by the Continuing Equity Owners prior to this offering and (ii) 119,972 unvested shares of restricted stock that we expect to grant to our directors and certain employees in connection with this offering.

(7): As described in "Use of Proceeds," we intend to use the net proceeds from this offering (assuming that the underwriters' option to purchase 1,704,545 additional shares of our Class A common stock is not exercised) to purchase 11,363,636 common directly from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions. CWGS, LLC intends to use the $230.4 million in net proceeds it receives from the sale of common units to Camping World Holdings, Inc. to repay $200.4 million of outstanding borrowings under our Term Loan Facility and the remainder for general corporate purposes. Accordingly, pro forma adjustments have been made to reflect a reduction in interest expense of $11.8 million and $5.9 million for the year ended December 31, 2015 and the six months ended June 30, 2016, respectively, computed at weighted-average interest rates of 5.7% and 5.9%, respectively, in each case, as if the outstanding borrowings had been repaid on January 1, 2015, and a $4.7 million loss on debt repayment for the year ended December 31, 2015, comprised of the write off of unamortized original issue discount and capitalized finance costs.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with "Selected Historical and Pro Forma Consolidated Financial Data," "Unaudited Pro Forma Financial Information," and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis reflects our historical results of operations and financial position, and, except as otherwise indicated below, does not give effect to the Transactions or to the completion of this offering. See "Organizational Structure." This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements" and in other parts of this prospectus.

Overview

We believe we are the only provider of a comprehensive portfolio of services, protection plans, products and resources for RV enthusiasts. Approximately 9 million households in the U.S. own an RV, and of that installed base, we have approximately 3.3 million Active Customers. We generate recurring revenue by providing RV owners and enthusiasts the full spectrum of services, protection plans, products and resources that we believe are essential to operate, maintain and protect their RV and to enjoy the RV lifestyle. We provide these offerings through our two iconic brands: Good Sam and Camping World.

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extended vehicle service contracts, emergency roadside assistance, property and casualty insurance programs and membership clubs, for each of the years ended December 31, 2015, 2014 and 2013, we experienced high annual retention rates that ranged between 66% and 74%, 63% and 76% and 66% and 79%, respectively. We also operate the Good Sam Club, which we believe is the largest RV organization in the world, with approximately 1.7 million members as of June 30, 2016. Membership benefits include a variety of discounts, exclusive benefits, specialty publications and other membership benefits, all of which we believe enhance the RV experience, drive customer engagement and provide cross-selling opportunities for our other services, protection plans and products.

We attract new customers primarily through our retail locations, e-commerce platforms and direct marketing. Once we acquire our customers through a transaction, they become part of our customer database where we leverage customized CRM tools and analytics to actively engage, market and sell multiple products and services. Our goal is to consistently grow our customer database through our various channels to increasingly cross-sell our products and services.

Segments

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified two reporting segments: (a) Consumer Services and Plans and (b) Retail. We provide our consumer services and plans offerings through our Good Sam brand and we provide our retail offerings through our Camping World brand. Within the Consumer Services and Plans segment, we primarily derive revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, we primarily derive revenue from the sale of the following products: new vehicles; used vehicles; parts and service, including RV accessories and supplies; and finance and insurance. For the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013, we generated 4.8%, 5.1%, 5.2%, 6.1% and 7.1% of our total revenue from our Consumer Services and Plans segment, respectively, and 95.2%, 94.9%, 94.8%, 93.9% and 92.9% of our total revenue from our Retail segment, respectively. For the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013, we generated 9.7%, 9.8%, 10.2%, 11.7% and 12.7% of our gross profit from our Consumer Services and Plans segment, respectively, and 90.3%, 90.2%, 89.8%, 88.3% and 87.3% of our gross profit from our Retail segment, respectively. See Note 18, "Segment Information," to our audited consolidated financial statements included elsewhere in this prospectus.

Growth Strategies and Outlook

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we believe fluctuations in fuel prices are not a significant factor affecting a family's decision to take RV trips.

The RV owner installed base has benefited positively from the aging and the increased industry penetration of the baby boomer consumer demographic, those aged 52 to 70 years old. In addition to growth from baby boomers, the RVIA estimates the fastest growing RV owner age group includes Generation X consumers, those currently 35 to 54 years old. The U.S. Census Bureau estimates that approximately 84 million Americans were of the age 35 to 54 years old in 2014.

Taken together, we believe the savings RVs offer on a variety of vacation costs, an increase in the pool of potential RV customers due to an aging baby boomer demographic, and the increased RV ownership among younger consumers should continue to grow the installed base of RV owners, and will have a positive impact on RV usage.

We plan to take advantage of these positive trends in RV usage to pursue the following strategies to continue to grow our revenue and profits:

•

Grow our Active Base of Customers. We believe our strong brands, leading market position, ongoing investment in our service platform, broad product portfolio and full suite of resources will continue to provide us with competitive advantages in targeting and capturing a larger share of consumers with whom we do not currently transact in addition to the growing number of new RV enthusiasts that will enter the market. We expect to continue to grow the Active Customer base primarily through three strategies:

•: Targeted Marketing: We continuously work to attract new customers to our existing retail and online locations through targeted marketing, attractive introductory offerings and access to our wide array of resources for RV enthusiasts.
•: Greenfield Retail Locations: We establish retail locations in new and existing markets to expand our customer base. Target markets and locations are identified by employing proprietary data and analytical tools.
•: Retail Location Acquisitions: The RV dealership industry is highly fragmented with a large number of independent RV dealers. We use acquisitions of independent dealers as a fast and capital efficient alternative to new retail location openings to expand our business and grow our customer base.

•

Cross-Sell Products and Services. We believe our customer database of over 11 million unique contacts provides us with the opportunity to continue our growth through the cross-selling of our products and services. We use our customized CRM system and database analytics to proactively market and cross-sell to Active Customers. We also seek to increase the penetration of our customers who exhibit higher multi-product attachment rates.

•

New Products and Vertical Acquisitions. Introduction of new products enhances our cross-selling effort, both by catering to evolving customer demands and by bringing in new customers. Through relationships with existing suppliers and through acquisitions, we will look to increase the new products we can offer to our customers. Similarly, an opportunistic vertical acquisition strategy allows us to earn an increased margin on our services, protection plans and products, and we evaluate such acquisitions that can allow us to capture additional sales from our customers at attractive risk-adjusted returns.

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As discussed below under "— Liquidity and Capital Resources," we believe that our sources of liquidity and capital will be sufficient to take advantage of these positive trends in RV usage and finance our growth strategy. However, the operation of our business, the rate of our expansion and our ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn typically depends on cash flow generated by our business and, if necessary, the availability of equity or debt capital. In addition, as we grow, we will face the risk that our existing resources and systems, including management resources, accounting and finance personnel and operating systems, may be inadequate to support our growth. Any inability to generate sufficient cash flows from operations or raise additional equity or debt capital or retain the personnel or make the other changes in our systems that may be required to support our growth could have a material adverse effect on our business, financial condition and results of operations. See "Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital" and "Risk Factors — Risks Related to our Business — Our expansion into new, unfamiliar markets presents increased risks that may prevent us from being profitable in these new markets. Delays in opening or acquiring new retail locations could have a material adverse effect on our business, financial condition and results of operations."

How We Generate Revenue

Revenue across each of our two reporting segments is impacted by the following key revenue drivers:

Number of Active Customers. We define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. As of June 30, 2016 and 2015 and December 31, 2015, 2014 and 2013, we had approximately 3.3 million, 3.1 million, 3.1 million, 2.8 million and 2.6 million Active Customers, respectively. Our Active Customer base is an integral part of our business model and has a significant effect on our revenue. We attract new customers to our business primarily through our retail locations. Once we acquire our customers through a transaction, they become part of our customer database where we use CRM tools to cross-sell Active Customers additional products and services.

Consumer Services and Plans. The majority of our consumer services and plans, such as our roadside assistance, extended service contracts, insurance programs, travel assist and our Good Sam and Coast to Coast clubs, are built on a recurring revenue model. A majority of these programs are on a multi-year or annually renewable basis and have annualized fees typically ranging from $20 to $5,200. We believe that many of these products and services are essential for our customers to operate, maintain and protect their RVs and to enjoy the RV lifestyle, resulting in attractive annual retention rates. As we continue to grow our consumer services and plans business, we expect to further enhance our visibility with respect to revenue and cash flow, and increase our overall profitability. As of June 30, 2016 and 2015 and December 31, 2015, 2014 and 2013 we had, respectively, 1.7 million, 1.7 million, 1.7 million, 1.6 million and 1.5 million club members in our Good Sam and Coast to Coast clubs.

Retail Locations. We open new retail locations through organic growth and acquisitions. Our new retail locations are one of the primary ways in which we attract new customers to our business. Our retail locations typically offer our full array of products and services, including new and used RVs, RV financing, protection plans, a selection of OEM and aftermarket repair parts, RV accessories, RV maintenance products, supplies and outdoor lifestyle products.

The total number of new retail location openings in any period, including the mix of greenfield locations and acquired locations, the geographic location of the openings and the timing of the

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incurrence of pre-opening costs, will continue to have an impact on our revenue and profitability. When we build or acquire new retail locations, we make capital investments in facilities, fixtures and equipment, which we amortize over time. Before we open new retail locations organically or through acquisitions, we incur pre-opening expenses, including advertising costs, payroll expenses, travel expenses, employee training costs, rent expenses and setup costs. For the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013, we incurred pre-opening expenses of $0.7 million, $0.3 million, $1.3 million, $1.9 million and $1.0 million, respectively, for greenfield locations and acquired locations. While acquired sites typically remain open following an acquisition, in certain instances we may close a location following an acquisition for remodeling for a period of time generally not in excess of eight weeks. A greenfield retail location typically takes five to 12 months to open from the time we sign a lease for the location and we typically begin to incur pre-opening expenses 60 to 90 days prior to opening. Our acquisitions are typically profitable within two full calendar months after an acquisition, with the exception of acquisitions we consider turn-around opportunities, which are typically profitable within two to four months. Our greenfield locations typically reach profitability within three months. When we enter new markets, we may be exposed to start up times that are longer and store revenue and contribution margins that are lower than reflected in our average historical experience.

For the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013, we opened one, one, two, five and one greenfield locations, respectively, and acquired four, six, six, three and five retail locations, respectively. During the year ended December 31, 2015, we sold two retail locations and re-opened one retail location that was previously closed in June 2013.

Same store sales. Same store sales measures the performance of a retail location during the current reporting period against the performance of the same retail location in the corresponding period of the previous year. Same store sales calculations for a given period include only those stores that were open both at the end of corresponding period and at the beginning of the preceding fiscal year.

Same store sales growth is driven by increases in the number of transactions and the average transaction price. In addition to attracting new customers and cross-selling our consumer services and plans, we also drive our sales through new product introductions, including our private label offerings. Although growth in same store sales drives our overall revenue, we have and will continue to experience volatility in same store sales from period to period, mainly due to changes in our product sales mix. Our product mix in any period is principally impacted by the number and mix of new or used RVs that we sell due to the high price points of these products compared to our other retail products and the range of price points among the types of RVs sold. See "Business" for additional information regarding our retail locations and our products.

As discussed below, a decrease in same store sales resulting from product mix will not necessarily have a significant impact on our profitability because our product sales outside of new and used RVs typically carry higher margins and because margins vary among the different types of RVs sold. Through the sale of RVs, we are able to add members to our Active Customer base and increase our opportunities to cross-sell our higher margin products and recurring consumer services and plans.

As of June 30, 2016 and 2015 and December 31, 2015, 2014 and 2013, we had, respectively, a base of 107, 100, 98, 91 and 78 same stores, of which same stores, respectively, 18, 17, 17, 15 and 20 did not include dealerships. For the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013 our aggregate same stores sales were $1,541.4 million, $1,344.1 million, $2,572.5 million, $2,188.9 million and $1,697.8 million,

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respectively. As of June 30, 2016 and 2015 and December 31, 2015, 2014 and 2013, we had, respectively, a total of 120, 117, 115, 110 and 103 retail locations.

Other Key Performance Indicators

Gross Profit and Gross Margins. Gross profit is our total revenue less our total costs applicable to revenue. Our total costs applicable to revenue primarily consists of the cost of goods and cost of sales. Gross margin is gross profit as a percentage of revenue.

Our gross profit is variable in nature and generally follows changes in our revenue. While gross margins for our Retail segment are lower than our gross margins for our Consumer Services and Plans segment, our Retail segment generates significant gross profit and is a primary means of acquiring new customers, to which we then cross-sell our higher margin products and services with recurring revenue. We believe the overall growth of our Retail segment will allow us to continue to drive growth in gross profits due to our ability to cross-sell our consumer services and plans to our increasing Active Customer base. For the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013, gross profit was $51.3 million, $46.1 million, $92.9 million, $88.5 million and $84.1 million, respectively, and gross margin was 56.7%, 53.0%, 53.2%, 54.4% and 50.6%, respectively, for our Consumer Services and Plans segment, and gross profit was $475.2 million, $424.2 million, $821.1 million, $666.8 million and $578.6 million, respectively, and gross margin was 26.3%, 26.1%, 26.0%, 26.6% and 26.4%, respectively, for our Retail segment.

SG&A as a percentage of Gross Profit. Selling, general and administrative ("SG&A") expenses as a percentage of gross profit allows us to monitor our expense control over a period of time. SG&A consists primarily of wage-related expenses, selling expenses related to commissions and advertising, lease expenses and corporate overhead expenses. We calculate SG&A expenses as a percentage of gross profit by dividing SG&A expenses for the period by total gross profit. For the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013, SG&A as a percentage of gross profit was 67.6%, 67.2%, 70.5%, 72.0% and 72.8%, respectively. We expect SG&A expenses to increase as we open new retail locations through organic growth and acquisitions, which we also expect will drive increases in revenue and gross profit. Additionally, we expect that our SG&A expenses will increase in future periods in part due to additional legal, accounting, insurance and other expenses that we expect to incur as a result of being a public company, including compliance with the Sarbanes-Oxley Act and the related rules and regulations.

Adjusted EBITDA Margin. Adjusted EBITDA is one of the primary metrics management uses to evaluate the financial performance of our business. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance as follows:

•: as a measurement of operating performance to assist us in comparing the operating performance of our business on a consistent basis, and remove the impact of items not directly resulting from our core operations;
•: for planning purposes, including the preparation of our internal annual operating budget and financial projections;
•: to evaluate the performance and effectiveness of our operational strategies; and
•: to evaluate our capacity to fund capital expenditures and expand our business.

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We define Adjusted EBITDA as net income before other interest expense (excluding floor plan interest expense), provision for income taxes, depreciation and amortization, loss (gain) on debt repayment, loss (gain) on sale of assets and disposition of stores, monitoring fees, an adjustment to rent on right to use assets and other unusual or one-time items. We calculate Adjusted EBITDA Margin by dividing adjusted EBITDA by total revenue for the period. Adjusted EBITDA is not a GAAP measure of our financial performance and should not be considered as an alternative to net income as a measure of financial performance, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. For a reconciliation of Adjusted EBITDA to net income and a further discussion of how we utilize this non GAAP financial measure, see "Selected Historical and Pro Forma Consolidated Financial Data."

Post-Offering Taxation and Public Company Expenses

After consummation of this offering, we will become subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of CWGS, LLC, and we will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur expenses related to our operations, as well as payments under the Tax Receivable Agreement, which we expect to be significant. We intend to cause CWGS, LLC to make distributions in an amount sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments due under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Distributions."

In addition, as a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors' and officers' liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We also expect to recognize certain non-recurring costs as part of our transition to a publicly traded company, consisting of professional fees and other expenses.

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Results of Operations

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

The following table sets forth information comparing the components of net income for the six months ended June 30, 2016 and 2015.


		Six Months Ended

		June 30, 2016					June 30, 2015					Favorable/

				Percent of					Percent of			(Unfavorable)

($ in thousands)		Amount		Revenue			Amount		Revenue			$		%

Revenue:
Consumer Services and Plans	$	90,426		4.8	%	$	86,845		5.1	%	$	3,581		4.1	%
Retail
New vehicles		988,232		52.2	%		846,658		49.4	%		141,574		16.7	%
Used vehicles		396,174		20.9	%		408,120		23.8	%		(11,946	)	(2.9	)%
Parts, services and other		298,883		15.8	%		273,627		16.0	%		25,256		9.2	%
Finance and insurance, net		120,392		6.4	%		99,637		5.8	%		20,755		20.8	%

Subtotal		1,803,681		95.2	%		1,628,042		94.9	%		175,639		10.8	%
Total revenue		1,894,107		100.0	%		1,714,887		100.0	%		179,220		10.5	%
Gross profit (exclusive of depreciation and amortization shown separately below):
Consumer Services and Plans		51,308		2.7	%		46,053		2.7	%		5,255		11.4	%
Retail
New vehicles		137,259		7.2	%		117,032		6.8	%		20,227		17.3	%
Used vehicles		74,940		4.0	%		78,124		4.6	%		(3,184	)	(4.1	)%
Parts, services and other		142,622		7.5	%		129,407		7.5	%		13,215		10.2	%
Finance and insurance, net		120,392		6.4	%		99,637		5.8	%		20,755		20.8	%

Subtotal		475,213		25.1	%		424,200		24.7	%		51,013		12.0	%
Total gross profit		526,521		27.8	%		470,253		27.4	%		56,268		12.0	%
Operating expenses:
Selling, general and administrative expenses		356,096		18.8	%		315,879		18.4	%		(40,217	)	(12.7	)%
Depreciation and amortization		11,925		0.6	%		11,398		0.7	%		(527	)	(4.6	)%
Gain on asset sales		(248	)	0.0	%		(665	)	0.0	%		(417	)	(62.7	)%

Income from operations		158,748		8.4	%		143,641		8.4	%		15,107		10.5	%
Other income (expense):
Floor plan interest expense		(10,529	)	(0.6	)%		(6,381	)	(0.4	)%		(4,148	)	(65.0	)%
Other interest expense, net		(25,325	)	(1.3	)%		(26,362	)	(1.5	)%		1,037		3.9	%
Other income (expense)		(2	)	0.0	%		—		0.0	%		(2	)	(100.0	)%

		(35,856	)	(1.9	)%		(32,743	)	(1.9	)%		(3,113	)	(9.5	)%
Income before income taxes		122,892		6.5	%		110,898		6.5	%		11,994		10.8	%
Income tax expense		(2,350	)	(0.1	)%		(2,208	)	(0.1	)%		(142	)	(6.4	)%

Net income	$	120,542		6.4	%	$	108,690		6.3	%	$	11,852		10.9	%

Total revenue

Total revenue was $1,894.1 million for the six months ended June 30, 2016, an increase of $179.2 million, or 10.5%, as compared to $1,714.9 million for the six months ended June 30, 2015. The increase was primarily driven by the 19.6% increase in new vehicle unit sales in our Retail segment, as described below.

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Consumer Services and Plans

Consumer Services and Plans revenue was $90.4 million for the six months ended June 30, 2016, an increase of $3.6 million, or 4.1%, as compared to $86.8 million for the six months ended June 30, 2015. The increased revenue was attributable to increased contracts in force in the roadside assistance, Good Sam TravelAssist and extended vehicle warranty programs resulting in an increase of $2.5 million, increased marketing fee revenue from our co-branded credit card and vehicle insurance programs of $1.2 million, increased average file size for the Good Sam Club and Coast to Coast Club resulting in an increase of $0.9 million, and increases from other ancillary products of $0.7 million, partially offset by a $1.7 million reduction in member event revenue due to an RV rally event that occurred in the first six months of 2015 with no corresponding event in the first six months of 2016.

Consumer Services and Plans gross profit was $51.3 million for the six months ended June 30, 2016, an increase of $5.3 million, or 11.4%, as compared to $46.1 million for the six months ended June 30, 2015. This increase was primarily due to increased roadside assistance contracts in force and reduced claims, together resulting in costs of $2.4 million, increased Good Sam Club and Coast to Coast Club average membership resulting in an increase of $1.1 million, increased customer participation in our co-branded credit card and vehicle insurance programs resulting in an increase of $0.8 million, and a $1.0 million increase from other ancillary products. Gross margin increased 371 basis points to 56.7% primarily due to increased revenue and reduced program costs for roadside assistance, increased club file size, and increased participation in the Good Sam insurance and credit card products.

Retail:

New Vehicles


		For the Six Months Ended

		June 30, 2016				June 30, 2015				Favorable/

($ in thousands, except per			Percent of				Percent of			(Unfavorable)

vehicle data)		Amount	Revenue			Amount	Revenue			$	%

*Reported:*
Revenue	$	988,232	100.0	%	$	846,658	100.0	%	$	141,574	16.7	%
Gross profit		137,259	13.9	%		117,032	13.8	%		20,227	17.3	%
Retail vehicle unit sales		26,385				22,065				4,320	19.6	%

New vehicle revenue was $988.2 million for the six months ended June 30, 2016, an increase of $141.6 million, or 16.7%, as compared to $846.7 million for the six months ended June 30, 2015. The increase was primarily due to a 19.6% increase in vehicle unit sales attributable to a same store sales increase of 12.0% primarily from increased consumer confidence and improved credit availability, which drives the sales of Class C motorhomes and travel trailers. The balance of the increase was from new greenfield and acquired locations.

New vehicle gross profit was $137.3 million for the six months ended June 30, 2016, an increase of $20.2 million, or 17.3%, as compared to $117.0 million for the six months ended June 30, 2015. The increase was primarily due to the 19.6% increase in vehicle unit sales partially offset by a 1.9% decrease in gross profit per unit. Gross margin decreased seven basis points to 13.9%.

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Used Vehicles


		For the Six Months Ended

		June 30, 2016				June 30, 2015				Favorable/

($ in thousands, except per			Percent of				Percent of			(Unfavorable)

vehicle data)		Amount	Revenue			Amount	Revenue			$		%

*Reported:*
Revenue	$	396,174	100.0	%	$	408,120	100.0	%	$	(11,946	)	(2.9	)%
Gross profit		74,940	18.9	%		78,124	19.1	%		(3,184	)	(4.1	)%
Retail vehicle unit sales		17,932				18,335				(403	)	(2.2	)%

Used vehicle revenue was $396.2 million for the six months ended June 30, 2016, a decrease of $11.9 million, or 2.9%, as compared to $408.1 million for the six months ended June 30, 2015. The decrease was primarily due to reduced levels of inventory, resulting from fewer trades on new unit sales, and driving a 2.2% decrease in used vehicle unit sales, with a 1.5% decrease in same store sales and the remaining decrease from non-same store sales.

Used vehicle gross profit was $74.9 million for the six months ended June 30, 2016, a decrease of $3.2 million, or 4.1%, as compared to $78.1 million for the six months ended June 30, 2015. The decrease was primarily due to a 1.9% decrease in gross profit per unit and a 2.2% decrease in vehicle unit sales.

Parts, Services and Other


		For the Six Months Ended

		June 30, 2016				June 30, 2015				Favorable/

($ in thousands, except per			Percent of				Percent of			(Unfavorable)

vehicle data)		Amount	Revenue			Amount	Revenue			$	%

*Reported:*
Revenue	$	298,883	100.0	%	$	273,627	100.0	%	$	25,256	9.2	%
Gross profit		142,622	47.7	%		129,407	47.3	%		13,215	10.2	%

Parts, services and other revenue was $298.9 million for the six months ended June 30, 2016, an increase of $25.3 million, or 9.2%, as compared to $273.6 million for the six months ended June 30, 2015. The increase was primarily attributable to a same store sales increase of 5.4% resulting from increases across all parts, services and other product categories. The balance of the increase was primarily from new greenfield and acquired locations.

Parts, services and other gross profit was $142.6 million for the six months ended June 30, 2016, an increase of $13.2 million, or 10.2%, as compared to $129.4 million for the six months ended June 30, 2015. The increase was primarily due to the 9.7% increase in total vehicle unit sales and the net addition of five retail locations in 2016. Gross margin increased 43 basis points to 47.7%, primarily due to a slight reduction in promotional discounts during the six months ended June 30, 2016.

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Finance and Insurance, net


		For the Six Months Ended

		June 30, 2016				June 30, 2015				Favorable/

			Percent of				Percent of			(Unfavorable)

($ in thousands, except per vehicle data)		Amount	Revenue			Amount	Revenue			$	%

*Reported:*
Revenue	$	120,392	100.0	%	$	99,637	100.0	%	$	20,755	20.8	%
Gross profit		120,392	100.0	%		99,637	100.0	%		20,755	20.8	%

Finance and insurance, net revenue and gross profit were each $120.4 million for the six months ended June 30, 2016, an increase of $20.8 million, or 20.8%, as compared to $99.6 million for the six months ended June 30, 2015. The increase was primarily due to incremental vehicle finance contracts assigned due to higher vehicle unit sales and higher finance and insurance sales penetration rates of travel trailer buyers. Finance and insurance, net revenue as a percentage of total new and used vehicle revenue increased to 8.7% for the six months ended June 30, 2016 from 7.9% for the comparable period in 2015.

Selling, general and administrative

Selling, general and administrative expenses were $356.1 million for the six months ended June 30, 2016, an increase of $40.2 million, or 12.7%, as compared to $315.9 million for the six months ended June 30, 2015. The increase was due to increases of $23.4 million of wage-related expenses, primarily attributable to increased vehicle unit sales and the net addition of five retail locations during the six months ended June 30, 2016, $5.8 million of variable selling expenses attributable to commissions and advertising, $6.9 million of additional lease expense and $4.1 million of store and corporate overhead expenses, primarily related to new retail locations. Selling, general and administrative expenses as a percentage of total gross profit was 67.6% for the six months ended June 30, 2016, compared to 67.2% for the six months ended June 30, 2015, an increase of 46 basis points.

Depreciation and amortization

Depreciation and amortization was $11.9 million for the six months ended June 30, 2016, an increase of $0.5 million, or 4.6%, as compared to $11.4 million for the six months ended June 30, 2015. The increase reflects additional depreciation due to capital expenditures for new and existing dealership improvements.

Floor plan interest expense

Floor plan interest expense was $10.5 million for the six months ended June 30, 2016, an increase of $4.1 million, or 65.0%, as compared to $6.4 million for the six months ended June 30, 2015. The increase was primarily due to a 32% increase in the average outstanding amount payable under our Floor Plan Facility for the six months ended June 30, 2016 compared to the six months ended June 30, 2015, primarily resulting from an increased inventory level due to new dealership locations and to stock dealership locations for higher anticipated unit sales, and a 33 basis point increase in the floor plan borrowing rate.

Other interest expense, net

Other interest expense, net was $25.3 million for the six months ended June 30, 2016, a decrease of $1.0 million, or 3.9%, as compared to $26.4 million for the six months ended June 30, 2015. The decrease was primarily due to a $4.2 million decrease in interest expense resulting from

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a decrease in right to use liabilities and a $0.2 million decrease in other interest expense, partially offset by a $3.4 million increase in expense due to incremental borrowings under the Term Loan Facility of $55.0 million in December 2015 to acquire retail locations and $95.0 million in June 2015 to pay distributions to the CWGS, LLC members.

Segment results

The following table sets forth a reconciliation of total segment income to consolidated income from operations before income taxes for each of our segments for the period presented:


		Six Months Ended					Six Months Ended

		June 30, 2016					June 30, 2015					Favorable/

				Percent of					Percent of			(Unfavorable)

($ in thousands)		Amount		Revenue			Amount		Revenue			$		%

Revenue:
Consumer Services and Plans	$	90,426		4.8	%	$	86,845		5.1	%	$	3,581		4.1	%
Retail		1,803,681		95.2	%		1,628,042		94.9	%		175,639		10.8	%

Total consolidated revenue		1,894,107		100.0	%		1,714,887		100.0	%		179,220		10.5	%
Segment income: ⁽¹⁾
Consumer Services and Plans		44,101		2.3	%		40,266		2.3	%		3,835		9.5	%
Retail		117,452		6.2	%		109,756		6.4	%		7,696		7.0	%

Total segment income		161,553		8.5	%		150,022		8.7	%		11,531		7.7	%
Corporate and other expenses		(1,409	)	(0.1	)%		(1,364	)	(0.1	)%		(45	)	(3.3	)%
Depreciation and amortization		(11,925	)	(0.6	)%		(11,398	)	(0.7	)%		(527	)	(4.6	)%
Other interest expense, net		(25,325	)	(1.3	)%		(26,362	)	(1.5	)%		1,037		3.9	%
Other income (expense)		(2	)	0.0	%		—		0.0	%		(2	)	(100.0	)%

Income before income taxes	$	122,892		6.5	%	$	110,898		6.5	%	$	11,994		10.8	%

(1): Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

Consumer Services and Plans segment revenue

Consumer Services and Plans segment revenue was $90.4 million for the six months ended June 30, 2016, an increase of $3.6 million, or 4.1%, as compared to $86.8 million for the six months ended June 30, 2015. The increased revenue was attributable to increased contracts in force in the roadside assistance, Good Sam TravelAssist and extended vehicle warranty programs resulting in an increase of $2.5 million, increased marketing fee revenue from our co-branded credit card and vehicle insurance programs of $1.2 million, increased average file size for the Good Sam Club and Coast Club resulting in an increase of $0.9 million, and increases from other ancillary products of $0.7 million, partially offset by a $1.7 million reduction in member event revenue, due to an RV rally event that occurred in the first quarter of 2015 with no corresponding event in the first six months of 2016.

Retail segment revenue

Retail segment revenue was $1,803.7 million for the six months ended June 30, 2016, an increase of $175.6 million, or 10.8%, as compared to $1,628.0 million for the six months ended June 30, 2015. The increase was primarily due to increases in same store sales and the balance primarily from new greenfield and acquired locations, as described above.

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Same store sales

Same store sales were $1,541.4 million for the six months ended June 30, 2016, an increase of $114.9 million, or 8.1%, as compared to $1,426.5 million for the six months ended June 30, 2015. The increase was primarily due to increased volume of new towable units sold, and, to a lesser extent, revenue increases from parts, services and other, and finance and insurance, net.

Total segment income

Total segment income was $122.9 million for the six months ended June 30, 2016, an increase of $12.0 million, or 10.8%, as compared to $110.9 million for the six months ended June 30, 2015. The increase was primarily due to a 9.7% increase in vehicle unit sales volume, as described below. Total segment income margin decreased 22 basis points to 8.5%.

Consumer Services and Plans segment income

Consumer Services and Plans segment income was $44.1 million for the six months ended June 30, 2016, an increase of $3.8 million, or 9.5%, as compared to $40.3 million for the six months ended June 30, 2015. The increase was primarily attributable to increased roadside assistance average contracts in force and reduced claims costs of $2.4 million, increased Good Sam Club and Coast to Coast Club average membership resulting in an increase of $1.1 million, increased participation from our co-branded credit card and vehicle insurance programs resulting in an increase of $0.8 million, and an increase from other ancillary products of $1.0 million, partially offset by increases in wages of $0.7 million, professional fees of $0.6 million, and other selling, general and administrative expenses of $0.2 million. Consumer Services and Plans segment income margin increased 240 basis points to 48.8% primarily due to a 371 basis point increase in Consumer Services and Plans gross margin, partially offset by a $1.4 million increase in selling, general and administrative expenses.

Retail segment income

Retail segment income was $117.5 million for the six months ended June 30, 2016, an increase of $7.7 million, or 7.0%, as compared to $109.8 million for the six months ended June 30, 2015. The increase was primarily due to the 9.7% increase in total vehicle unit sales, and a higher sales penetration of finance and insurance products. Retail segment income margin decreased 23 basis points to 6.5%, primarily due to an increase in Retail selling, general and administrative expenses as a percentage of Retail gross profit and a decrease in used vehicle gross margin, partially offset by an increase in parts, services and other gross margin.

Corporate and other expenses

Corporate and other expenses were $1.41 million for the six months ended June 30, 2016, an increase of 3.3%, as compared to $1.36 million for the six months ended June 30, 2015.

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Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

The following table sets forth information comparing the components of net income for the years ended December 31, 2015 and 2014.


		Fiscal Year Ended

		December 31, 2015					December 31, 2014					Favorable/

				Percent of					Percent of			(Unfavorable)

($ in thousands)		Amount		Revenue			Amount		Revenue			$		%

Revenue:
Consumer Services and Plans	$	174,600		5.2	%	$	162,598		6.1	%	$	12,002		7.4	%
Retail
New vehicles		1,607,790		48.2	%		1,176,838		44.0	%		430,952		36.6	%
Used vehicles		806,759		24.2	%		680,786		25.5	%		125,973		18.5	%
Parts, services and other		553,834		16.6	%		518,905		19.4	%		34,929		6.7	%
Finance and insurance, net		190,278		5.7	%		134,826		5.0	%		55,452		41.1	%

Subtotal		3,158,661		94.8	%		2,511,355		93.9	%		647,306		25.8	%
Total revenue		3,333,261		100.0	%		2,673,953		100.0	%		659,308		24.7	%
Gross profit (exclusive of depreciation and amortization shown separately below):
Consumer Services and Plans		92,851		2.8	%		88,533		3.3	%		4,318		4.9	%
Retail
New vehicles		220,432		6.6	%		164,344		6.1	%		56,088		34.1	%
Used vehicles		154,524		4.6	%		129,084		4.8	%		25,440		19.7	%
Parts, services and other		255,877		7.7	%		238,560		8.9	%		17,317		7.3	%
Finance and insurance, net		190,278		5.7	%		134,826		5.0	%		55,452		41.1	%

Subtotal		821,111		24.6	%		666,814		24.9	%		154,297		23.1	%
Total gross profit		913,962		27.4	%		755,347		28.2	%		158,615		21.0	%
Operating expenses:
Selling, general and administrative expenses		644,409		19.3	%		544,107		20.3	%		(100,302	)	(18.4	)%
Depreciation and amortization		24,101		0.7	%		24,601		0.9	%		500		2.0	%
(Gain) loss on sale of assets		(237	)	(0.0	)%		33		0.0	%		270		818.2	%

Income from operations		245,689		7.4	%		186,606		7.0	%		59,083		31.7	%
Other income (expense):
Floor plan interest expense		(12,427	)	(0.4	)%		(10,675	)	(0.4	)%		(1,752	)	(16.4	)%
Other interest expense, net		(53,377	)	(1.6	)%		(46,769	)	(1.7	)%		(6,608	)	(14.1	)%
Loss on debt repayment		—		0.0	%		(1,831	)	(0.1	)%		1,831		100.0	%
Other income (expense), net		1		0.0	%		(35	)	0.0	%		36		102.9	%

		(65,803	)	(2.0	)%		(59,310	)	(2.2	)%		(6,493	)	(10.9	)%
Income before income taxes		179,886		5.4	%		127,296		4.8	%		52,590		41.3	%
Income tax expense		(1,356	)	0.0	%		(2,140	)	(0.1	)%		784		36.6	%

Net income	$	178,530		5.4	%	$	125,156		4.7	%	$	53,374		42.6	%

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Total revenue

Total revenue was $3,333.3 million for the year ended December 31, 2015, an increase of $659.3 million, or 24.7%, as compared to $2,674.0 million in the prior fiscal year. The increase was primarily driven by the increase of 37.3% in total vehicle unit sales in our Retail segment, as described below.

Consumer Services and Plans

Consumer Services and Plans revenue was $174.6 million for the year ended December 31, 2015, an increase of $12.0 million, or 7.4%, as compared to $162.6 million in the prior fiscal year. The increased revenue was attributable to $8.6 million from increased participation in the credit card, extended vehicle service, roadside assistance and vehicle insurance programs, additional club operations revenue of $1.7 million, primarily due to increased membership in the Good Sam Club, and an additional $1.7 million from an RV rally event in 2015 that did not occur in 2014.

Consumer Services and Plans gross profit was $92.9 million for the year ended December 31, 2015, an increase of $4.3 million, or 4.9%, as compared to $88.5 million in the prior fiscal year, primarily due to increased membership in the Good Sam Club and increased participation in our co-branded credit card programs. Gross margin decreased 127 basis points to 53.2%, primarily due to increased program costs for roadside assistance due to higher claim frequency in 2015 and increased marketing costs for extended vehicle warranty programs and other consumer services and plans.

Retail:

New Vehicles


		Fiscal year ended

		December 31, 2015				December 31, 2014				Favorable/

($ in thousands, except per			Percent of				Percent of			(Unfavorable)

vehicle data)		Amount	Revenue			Amount	Revenue			$	%

Revenue	$	1,607,790	100.0	%	$	1,176,838	100.0	%	$	430,952	36.6	%
Gross profit	$	220,432	13.7	%	$	164,344	14.0	%	$	56,088	34.1	%
New vehicle unit sales		40,229				27,092				13,137	48.5	%

New vehicle revenue was $1,607.8 million for the year ended December 31, 2015, an increase of $431.0 million, or 36.6%, as compared to $1,176.8 million in the prior fiscal year. The increase was primarily due to a 48.5% increase in vehicle unit sales attributable to a same store sales increase of 22.5% primarily from increased consumer confidence and improved credit availability, which drives increased sales of Class C motorhomes and travel trailers. The balance of the increase was from new greenfield and acquired locations. These increases were partially offset by an 8.0% reduction in revenue per unit resulting primarily from a shift towards lower priced travel trailers and a slight increase in new unit sales promotional discounts.

New vehicle gross profit was $220.4 million for the year ended December 31, 2015, an increase of $56.1 million, or 34.1%, as compared to $164.3 million in the prior fiscal year. The increase was primarily due to the 48.5% increase in vehicle unit sales, partially offset by a 9.7% decrease in gross profit per unit. Gross margin decreased 25 basis points to 13.7%, primarily due to an increase in new unit sales discounts to produce higher vehicle unit sales.

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Used Vehicles


		Fiscal year ended

		December 31, 2015				December 31, 2014				Favorable/

($ in thousands, except per			Percent of				Percent of			(Unfavorable)

vehicle data)		Amount	Revenue			Amount	Revenue			$	%

Revenue	$	806,759	100.0	%	$	680,786	100.0	%	$	125,973	18.5	%
Gross profit	$	154,524	19.2	%	$	129,084	19.0	%	$	25,440	19.7	%
Used vehicle unit sales		35,485				28,062				7,423	26.5	%

Used vehicle revenue was $806.8 million for the year ended December 31, 2015, an increase of $126.0 million, or 18.5%, as compared to $680.8 million in the prior fiscal year. The increase was due to a 26.5% increase in vehicle unit sales primarily attributable to new greenfield and acquired locations, partially offset by a same store sales decrease of 1.8%, and a 6.3% reduction in revenue per unit resulting primarily from a shift towards lower-priced travel trailers.

Used vehicle gross profit was $154.5 million for the year ended December 31, 2015, an increase of $25.4 million, or 19.7%, as compared to $129.1 million in the prior fiscal year. The increase was primarily due to the 26.5% increase in vehicle unit sales, partially offset by a 5.3% decrease in gross profit per unit. Gross margin increased 19 basis points to 19.2%.

Parts, Services and Other


		Fiscal Year Ended

		December 31, 2015				December 31, 2014				Favorable/

			Percent of				Percent of			(Unfavorable)

($ in thousands)		Amount	Revenue			Amount	Revenue			$	%

Revenue	$	553,834	100.0	%	$	518,905	100.0	%	$	34,929	6.7	%
Gross profit	$	255,877	46.2	%	$	238,560	46.0	%	$	17,317	7.3	%

Parts, services and other revenue was $553.8 million for the year ended December 31, 2015, an increase of $34.9 million, or 6.7%, as compared to $518.9 million in the prior fiscal year. The increase was primarily attributable to a same store sales increase of 3.9% resulting from increases across all product lines. The balance was primarily from new greenfield and acquired locations.

Parts, services and other gross profit was $255.9 million for the year ended December 31, 2015, an increase of $17.3 million, or 7.3%, as compared to $238.6 million in the prior fiscal year. The increase was primarily due to an increase of 37.3% in total unit sales and the net additional retail locations. Gross margin increased 23 basis points to 46.2%, primarily due to a slight reduction in promotional discounts in 2015.

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Finance and Insurance, net


		Fiscal Year Ended

		December 31, 2015				December 31, 2014				Favorable/

			Percent of				Percent of			(Unfavorable)

($ in thousands)		Amount	Revenue			Amount	Revenue			$	%

Revenue	$	190,278	100.0	%	$	134,826	100.0	%	$	55,452	41.1	%
Gross profit	$	190,278	100.0	%	$	134,826	100.0	%	$	55,452	41.1	%

Finance and insurance, net revenue and gross profit were each $190.3 million for the year ended December 31, 2015, an increase of $55.5 million, or 41.1%, as compared to $134.8 million in the prior fiscal year. The increase was primarily due to incremental vehicle finance contracts sold due to higher vehicle unit sales, and higher penetration rates of buyers of such vehicles resulting from the mix shifting slightly towards towable units. Finance and insurance, net revenue as a percentage of total new and used vehicle revenue increased to 7.9% in 2015 from 7.3% in 2014.

Selling, general and administrative

Selling, general and administrative expenses were $644.4 million for the year ended December 31, 2015, an increase of $100.3 million, or 18.4%, as compared to $544.1 million in the prior fiscal year. The increase was due to increases of $59.1 million of wage-related expenses, primarily attributable to increased vehicle unit sales and the net addition of five retail locations in 2015, $18.6 million of variable selling expenses attributable to commissions and advertising, $2.0 million of additional lease expense and $20.6 million of store and corporate overhead expenses, primarily related to new retail locations. Selling, general and administrative expenses as a percentage of total gross profit was 70.5% for the year ended December 31, 2015, compared to 72.0% in the prior fiscal year.

Depreciation and amortization

Depreciation and amortization was $24.1 million for the year ended December 31, 2015, a decrease of $0.5 million, or 2.0%, as compared to $24.6 million in the prior fiscal year. The slight decrease reflects a relatively consistent level of capital expenditures over the prior year.

Floor plan interest expense

Floor plan interest expense was $12.4 million for the year ended December 31, 2015, an increase of $1.8 million, or 16.4%, as compared to $10.7 million in the prior fiscal year. The increase was primarily due to an increase in RV inventory to meet higher demand and to stock inventory at our new retail locations.

Other interest expense, net

Other interest expense, net was $53.4 million for the year ended December 31, 2015, an increase of $6.6 million, or 14.1%, as compared to $46.8 million in the prior fiscal year. The increase was primarily due to incremental borrowings under the Term Loan Facility of $55.0 million in December 2015 and $117.0 million in December 2014, to acquire retail locations, and $95.0 million in June 2015 to pay distributions to the CWGS, LLC members.

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Segment results

The following table sets forth a reconciliation of total segment income to consolidated income from operations before income taxes for each of our segments for the period presented:


		Fiscal Year Ended					Fiscal Year Ended

		December 31, 2015					December 31, 2014					Favorable/

				Percent of					Percent of			(Unfavorable)

($ in thousands)		Amount		Revenue			Amount		Revenue			$		%

Revenue:
Consumer Services and Plans	$	174,600		5.2	%	$	162,598		6.1	%	$	12,002		7.4	%
Retail		3,158,661		94.8	%		2,511,355		93.9	%		647,306		25.8	%

Total consolidated revenue		3,333,261		100.0	%		2,673,953		100.0	%		659,308		24.7	%
Segment income: ⁽¹⁾
Consumer Services and Plans		80,522		2.4	%		73,515		2.7	%		7,007		9.5	%
Retail		179,530		5.4	%		129,614		4.8	%		49,916		38.5	%

Total segment income		260,052		7.8	%		203,129		7.6	%		56,923		28.0	%
Corporate and other expenses		(2,689	)	(0.1	)%		(2,597	)	(0.1	)%		(92	)	(3.5	)%
Depreciation and amortization		(24,101	)	(0.7	)%		(24,601	)	(0.9	)%		500		2.0	%
Other interest expense, net		(53,377	)	(1.6	)%		(46,769	)	(1.7	)%		(6,608	)	(14.1	)%
Loss on debt payment		—		0.0	%		(1,831	)	(0.1	)%		1,831		100.0	%
Other income (expense), net		1		0.0	%		(35	)	0.0	%		36		102.9	%

Income before income taxes	$	179,886		5.4	%	$	127,296		4.8	%	$	52,590		41.3	%

(1): Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

Consumer Services and Plans segment revenue

Consumer Services and Plans segment revenue was $174.6 million for the year ended December 31, 2015, an increase of $12.0 million, or 7.4%, as compared to $162.6 million in the prior fiscal year. The increased revenue was attributable to $8.6 million from increased participation in the credit card, extended vehicle service, roadside assistance and vehicle insurance programs, additional club operations revenue of $1.7 million, primarily due to increased membership in the Good Sam Club, and an additional $1.7 million from an RV rally event in 2015 that did not occur in 2014.

Retail segment revenue

Retail segment revenue was $3,158.7 million for the year ended December 31, 2015, an increase of $647.3 million, or 25.8%, as compared to $2,511.4 million in the prior fiscal year. The increase was primarily due to the increases in same store sales and the balance primarily from new greenfield and acquired locations, as described above.

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Same store sales

Same store sales were $2,572.5 million for the year ended December 31, 2015, an increase of $291.8 million, or 12.8%, as compared to $2,280.7 million in the prior fiscal year. The increase was primarily due to increased volume of new units, primarily from travel trailers, fifth wheels and Class C motorhome units, and to a lesser extent, finance and insurance, net and parts, services and other.

Total segment income

Total segment income was $260.1 million for the year ended December 31, 2015, an increase of $56.9 million, or 28.0%, as compared to $203.1 million in the prior fiscal year. The increase was primarily due to the increase of 37.3% in total vehicle unit sales, as described below. Total segment income margin increased 21 basis points to 7.8%.

Consumer Services and Plans segment income

Consumer Services and Plans segment income was $80.5 million for the year ended December 31, 2015, an increase of $7.0 million, or 9.5%, as compared to $73.5 million in the prior fiscal year. The increase was attributable to increased membership in the Good Sam Club and increased participation in our co-branded credit card programs. Consumer Services and Plans segment income margin increased 91 basis points to 46.1%, primarily due to a $2.7 million reduction in selling, general and administrative expenses.

Retail segment income

Retail segment income was $179.5 million for the year ended December 31, 2015, an increase of $49.9 million, or 38.5%, as compared to $129.6 million in the prior fiscal year. The increase was primarily due to the 37.3% increase in vehicle unit sales and a higher sales penetration of finance and insurance products. Retail segment income margin increased 52 basis points to 5.7%, primarily due to a reduction in Retail selling, general and administrative expenses as a percentage of Retail gross profit and an increase in parts, services and other gross margin, partially offset by a decrease in new vehicle gross margin.

Corporate and other expenses

Corporate and other expenses were $2.7 million for the year ended December 31, 2015, an increase of $0.1 million, or 3.5%, as compared to $2.6 million in the prior fiscal year.

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Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

The following table sets forth information comparing the components of net income for the years ended December 31, 2014 and 2013.


		Fiscal Year Ended

		December 31, 2014					December 31, 2013					Favorable/

				Percent of					Percent of			(Unfavorable)

($ in thousands)		Amount		Revenue			Amount		Revenue			$		%

Revenue:
Consumer Services and Plans	$	162,598		6.1	%	$	166,231		7.1	%	$	(3,633	)	(2.2	)%
Retail
New vehicles		1,176,838		44.0	%		1,030,687		43.7	%		146,151		14.2	%
Used vehicles		680,786		25.5	%		569,681		24.2	%		111,105		19.5	%
Parts, services and other		518,905		19.4	%		483,705		20.5	%		35,200		7.3	%
Finance and insurance, net		134,826		5.0	%		106,291		4.5	%		28,535		26.8	%

Subtotal		2,511,355		93.9	%		2,190,364		92.9	%		320,991		14.7	%
Total revenue		2,673,953		100.0	%		2,356,595		100.0	%		317,358		13.5	%
Gross profit (exclusive of depreciation and amortization shown separately below):
Consumer Services and Plans		88,533		3.3	%		84,103		3.6	%		4,430		5.3	%
Retail
New vehicles		164,344		6.1	%		140,640		6.0	%		23,704		16.9	%
Used vehicles		129,084		4.8	%		111,963		4.8	%		17,121		15.3	%
Parts, services and other		238,560		8.9	%		219,666		9.3	%		18,894		8.6	%
Finance and insurance, net		134,826		5.0	%		106,291		4.5	%		28,535		26.8	%

Subtotal		666,814		24.9	%		578,560		24.6	%		88,254		15.3	%
Total gross profit		755,347		28.2	%		662,663		28.1	%		92,684		14.0	%
Operating expenses:
Selling, general and administrative		544,107		20.3	%		482,655		20.5	%		(61,452	)	(12.7	)%
Depreciation and amortization		24,601		0.9	%		21,183		0.9	%		(3,418	)	(16.1	)%
Loss on sale of assets		33		0.0	%		1,803		0.1	%		1,770		98.2	%

Income from operations		186,606		7.0	%		157,022		6.7	%		29,584		18.8	%
Other income (expense):
Floor plan interest expense		(10,675	)	(0.4	)%		(9,980	)	(0.4	)%		(695	)	(7.0	)%
Other interest expense, net		(46,769	)	(1.7	)%		(74,728	)	(3.2	)%		27,959		37.4	%
Loss on debt repayment		(1,831	)	(0.1	)%		(49,450	)	(2.1	)%		47,619		96.3	%
Other income (expense), net		(35	)	0.0	%		(59	)	0.0	%		24		40.7	%

		(59,310	)	(2.2	)%		(134,217	)	(5.7	)%		74,907		55.8	%
Income before income taxes		127,296		4.8	%		22,805		1.0	%		104,491		458.2	%
Income tax expense		(2,140	)	(0.1	)%		(1,988	)	(0.1	)%		(152	)	(7.6	)%

Net income	$	125,156		4.7	%	$	20,817		0.9	%	$	104,339		501.2	%

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Total revenue

Total revenue was $2,674.0 million for the year ended December 31, 2014, an increase of $317.4 million, or 13.5%, as compared to $2,356.6 million in the prior fiscal year. The increase was primarily driven by the increase of 19.5% in total vehicle unit sales in our Retail segment, as described below.

Consumer Services and Plans

Consumer Services and Plans revenue was $162.6 million for the year ended December 31, 2014, a decrease of $3.6 million, or 2.2%, as compared to $166.2 million in the prior fiscal year. The decrease was primarily due to no RV rally events in 2014, and discontinuance of the Highways magazine, partially offset by increased participation in the extended vehicle warranty programs.

Consumer Services and Plans gross profit was $88.5 million for the year ended December 31, 2014, an increase of $4.4 million, or 5.3%, as compared to $84.1 million in the prior fiscal year. Gross margin increased 385 basis points to 54.4%, primarily due to a loss on RV rally events in 2013 with no corresponding events in 2014, reduced production costs associated with the RV magazines, and reduced marketing expenses in the Good Sam Club, partially offset by increased program costs within the roadside assistance programs.

Retail:

New Vehicles


		Fiscal year ended

		December 31, 2014				December 31, 2013				Favorable/

($ in thousands, except per			Percent of				Percent of			(Unfavorable)

vehicle data)		Amount	Revenue			Amount	Revenue			$	%

Revenue	$	1,176,838	100.0	%	$	1,030,687	100.0	%	$	146,151	14.2	%
Gross profit	$	164,344	14.0	%	$	140,640	13.6	%	$	23,704	16.9	%
New vehicle unit sales		27,092				23,418				3,674	15.7	%

New vehicle revenue was $1,176.8 million for the year ended December 31, 2014, an increase of $146.2 million, or 14.2%, as compared to $1,030.7 million in the prior fiscal year. The increase was primarily due to a 15.7% increase in vehicle unit sales attributable to a new vehicle same store sales increase of 7.6% primarily from increased consumer confidence and improved credit availability, which drives the sales of Class C motorhome and travel trailers. The balance of the increase was primarily from new greenfield and acquired locations. These increases were partially offset by a slight increase in new unit sales promotional discounts.

New vehicle gross profit was $164.3 million for the year ended December 31, 2014, an increase of $23.7 million, or 16.9%, as compared to $140.6 million in the prior fiscal year. The increase was primarily due to the increase in vehicle unit sales. Gross margin increased 32 basis points to 14.0% for the year ended December 31, 2014.

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Used Vehicles


		Fiscal year ended

		December 31, 2014				December 31, 2013				Favorable/

($ in thousands, except per			Percent of				Percent of			(Unfavorable)

vehicle data)		Amount	Revenue			Amount	Revenue			$	%

Revenue	$	680,786	100.0	%	$	569,681	100.0	%	$	111,105	19.5	%
Gross profit	$	129,084	19.0	%	$	111,963	19.7	%	$	17,121	15.3	%
Used vehicle unit sales		28,062				22,720				5,342	23.5	%

Used vehicle revenue was $680.8 million for the year ended December 31, 2014, an increase of $111.1 million, or 19.5%, as compared to $569.7 million in the prior fiscal year. The increase was primarily due to a 23.5% increase in vehicle unit sales attributable to a used vehicle same store sales increase of 5.5%, and the balance primarily from new greenfield and acquired locations.

Used vehicle gross profit was $129.1 million for the year ended December 31, 2014, an increase of $17.1 million, or 15.3%, as compared to $112.0 million in the prior fiscal year. The increase was primarily due to the increase in vehicle unit sales.

Parts, Services and Other


		Fiscal Year Ended

		December 31, 2014				December 31, 2013				Favorable/

			Percent of				Percent of			(Unfavorable)

($ in thousands)		Amount	Revenue			Amount	Revenue			$	%

Revenue	$	518,905	100.0	%	$	483,705	100.0	%	$	35,200	7.3	%
Gross profit	$	238,560	46.0	%	$	219,666	45.4	%	$	18,894	8.6	%

Parts, services and other revenue was $518.9 million for the year ended December 31, 2014, an increase of $35.2 million, or 7.3%, as compared to $483.7 million in the prior fiscal year. The increase was primarily attributable to a same store sales increase of 4.2% resulting from increases from service and installation revenue due to the increased units sold, and new greenfield and acquired locations.

Parts, services and other gross profit was $238.6 million for the year ended December 31, 2014, an increase of $18.9 million, or 8.6%, as compared to $219.7 million in the prior fiscal year. The increase was primarily due to increased sales and service hours, warranty and reconditioning work, and fee income from the 19.5% increase in total vehicle unit sales. Gross margin for 2014 increased 56 basis points over 2013 to 46.0%, primarily due to a slight increase in higher margin service revenue.

Finance and Insurance, net


		Fiscal Year Ended

		December 31, 2014				December 31, 2013				Favorable/

			Percent of				Percent of			(Unfavorable)

($ in thousands)		Amount	Revenue			Amount	Revenue			$	%

Revenue	$	134,826	100.0	%	$	106,291	100.0	%	$	28,535	26.8	%
Gross profit	$	134,826	100.0	%	$	106,291	100.0	%	$	28,535	26.8	%

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Finance and insurance, net revenue and gross profit were each $134.8 million for the year ended December 31, 2014, an increase of $28.5 million, or 26.8%, as compared to $106.3 million in the prior fiscal year. The increase was primarily due to incremental vehicle finance contracts sold due to higher vehicle unit sales, and higher penetration rates of buyers of such vehicles resulting from the mix shifting slightly towards towable units. Finance and insurance, net revenue as a percentage of total new and used vehicle revenue increased from 6.6% in 2013 to 7.3% in 2014.

Selling, general and administrative

Selling, general and administrative expenses were $544.1 million for the year ended December 31, 2014, an increase of $61.5 million, or 12.7%, as compared to $482.7 million in the prior fiscal year. The increase was due to $38.6 million of wage-related expenses, primarily attributable to increased vehicle unit sales and the addition of seven retail locations in 2014, $6.4 million of variable selling commissions, $5.2 million of additional lease expense and $11.3 million of store and corporate overhead expenses, primarily related to the new retail locations. Selling, general and administrative expenses as a percentage of total gross profit was 72.0% for the year ended December 31, 2014, compared to 72.8% in the prior fiscal year.

Depreciation and amortization

Depreciation and amortization was $24.6 million for the year ended December 31, 2014, an increase of $3.4 million, or 16.1%, as compared to $21.2 million in the prior fiscal year. The increase was primarily due to additional capital expenditures for greenfield and acquired retail locations.

Floor plan interest expense

Floor plan interest expense was $10.7 million for the year ended December 31, 2014, an increase of $0.7 million, or 7.0%, as compared to $10.0 million in the prior fiscal year. The increase was primarily due to an increase in RV inventory to meet higher demand and to stock inventory at our new retail locations.

Other interest expense, net

Other interest expense, net was $46.8 million for the year ended December 31, 2014, a decrease of $28.0 million, or 37.4%, as compared to $74.7 million in the prior fiscal year. The decrease was primarily due to borrowings of $525.0 million in November 2013 under the Term Loan Facility (as discussed below), which funded, in part, the redemption of the 11.50% Senior Secured Notes due 2016 in the amount of $325.6 million, the repayment of the $80.0 million 12.00% Series A Notes due 2018 and the payment-in-kind borrowings on the 12.00% Series B Note due 2018 in the amount of $112.7 million, and the repayment of related party indebtedness of $33.9 million. See "Certain Relationships and Related Party Transactions — Related Party Agreements in Effect Prior to this Offering — Private Placement of Securities."

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Segment results

The following table sets forth a reconciliation of total segment income to consolidated income from operations before income taxes for each of our segments for the period presented:


		Fiscal Year Ended					Fiscal Year Ended

		December 31, 2014					December 31, 2013					Favorable/

				Percent of					Percent of			(Unfavorable)

($ in thousands)		Amount		Revenue			Amount		Revenue			$		%

Revenue:
Consumer Services and Plans	$	162,598		6.1	%	$	166,231		7.1	%	$	(3,633	)	(2.2	)%
Retail		2,511,355		93.9	%		2,190,364		92.9	%		320,991		14.7	%

Total consolidated revenue		2,673,953		100.0	%		2,356,595		100.0	%		317,358		13.5	%
Segment income: ⁽¹⁾
Consumer Services and Plans		73,515		2.7	%		70,769		3.0	%		2,746		3.9	%
Retail		129,614		4.8	%		100,010		4.2	%		29,604		29.6	%

Total segment income		203,129		7.6	%		170,779		7.2	%		32,350		18.9	%
Corporate and other		(2,597	)	(0.1	)%		(2,554	)	(0.1	)%		(43	)	(1.7	)%
Depreciation and amortization		(24,601	)	(0.9	)%		(21,183	)	(0.9	)%		(3,418	)	(16.1	)%
Other interest expense, net		(46,769	)	(1.7	)%		(74,728	)	(3.2	)%		27,959		37.4	%
Loss on debt repayment		(1,831	)	(0.1	)%		(49,450	)	(2.1	)%		47,619		96.3	%
Other income (expense), net		(35	)	0.0	%		(59	)	0.0	%		24		40.7	%

Income before income taxes	$	127,296		4.8	%	$	22,805		1.0	%	$	104,491		458.2	%

(1): Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

Consumer Services and Plans segment revenue

Consumer Services and Plans segment revenue was $162.6 million for the year ended December 31, 2014, a decrease of $3.6 million, or 2.2%, as compared to $166.2 million in the prior fiscal year. The decrease was primarily due to no RV rally events in 2014, and discontinuance of the Highways magazine, partially offset by increased participation in the extended vehicle warranty programs.

Retail segment revenue

Retail segment revenue was $2,511.4 million for the year ended December 31, 2014, an increase of $321.0 million, or 14.7%, as compared to $2,190.4 million in the prior fiscal year. The increase was primarily due to the increases from same store sales and the balance primarily from new greenfield and acquired locations, as described above.

Same store sales

Same store sales were $2,188.9 million for the year ended December 31, 2014, an increase of $140.1 million, or 6.8%, as compared to $2,048.8 million in the prior fiscal year. The increase was primarily due to increased travel trailer and Class C motorhomes unit sales.

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Total segment income

Total segment income was $203.1 million for the year ended December 31, 2014, an increase of $32.3 million, or 18.9%, as compared to $170.8 million in the prior fiscal year. The increase was primarily due to the 19.5% increase in total vehicle unit sales, as described below. Total segment income margin increased 35 basis points to 7.6%.

Consumer Services and Plans segment income

Consumer Services and Plans segment income was $73.5 million for the year ended December 31, 2014, an increase of $2.6 million, or 3.9%, as compared to $70.8 million in the prior fiscal year. The increase was primarily due to a loss on RV rally events in 2013 with no corresponding events in 2014, reduced production costs associated with the RV magazines and reduced monthly expenses in the Good Sam Club, partially offset by increased program costs within the roadside assistance programs. Segment gross margin increased 264 basis points to 45.2%, primarily due to a 385 basis point increase in Consumer Services and Plans gross margin partially offset by a slight increase in selling, general and administrative expenses, and a decrease in gain on sale of assets.

Retail segment income

Retail segment income was $129.6 million for the year ended December 31, 2014, an increase of $29.6 million, or 29.6%, as compared to $100.0 million in the prior fiscal year. The increase was primarily due to the 19.5% increase in total vehicle unit sales and a higher sales penetration of finance and insurance products. Retail segment income margin increased 60 basis points to 5.2%, primarily due to a 14 basis point increase in gross profit margin and a 144 basis point decrease in Retail selling general and administrative expenses as percentage of gross profit.

Corporate and other expenses

Corporate and other expenses were $2.6 million for the year ended December 31, 2014, a 1.7% increase, as compared to $2.6 million in the prior fiscal year.

Seasonality

On average, over the three years ended December 31, 2015, we have generated approximately 29.5% and 28.8% of our annual revenue in our second and third fiscal quarters, respectively, which include the spring and summer months. We incur additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in our retail locations and program costs. If, for any reason, we miscalculate the demand for our products or our product mix during the second and third fiscal quarters, our sales in these quarters could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could cause our annual results of operations to suffer and our stock price to decline.

Additionally, SG&A expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the timing of acquisitions and the seasonality of our business. We prefer to acquire new retail locations in the first and fourth quarters of a year in order to provide time for the

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location to be re-modeled and to ramp up operations ahead of the spring and summer months. The timing of our acquisitions in the first and fourth quarters, coupled with generally lower revenue in these quarters has resulted in SG&A expenses as a percentage of gross profit being higher in these quarters.

Due to our seasonality, the possible adverse impact from other risks associated with our business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during our peak sales seasons. See "Risk Factors — Risks Related to our Business — Our business is seasonal and this leads to fluctuations in sales and revenues."

Quarterly Results of Operations

The following tables set forth selected unaudited quarterly statements of income data for each of the eight quarters in the period ended June 30, 2016, as well as the percentage each line item represents of total revenue for each quarter. The information for each of these quarters has been prepared on the same basis as CWGS, LLC's audited consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods in accordance with GAAP. This data should be read in conjunction with CWGS, LLC's audited consolidated financial statements and related notes included elsewhere in this prospectus. These quarterly operating results are not necessarily indicative of CWGS, LLC's operating results for a full year or any future period.


		Three Months Ended

		June 30, 2016		March 31, 2016		December 31, 2015		September 30, 2015		June 30, 2015		March 31, 2015		December 31, 2014		September 30, 2014

		(in thousands)
Revenue	$	1,084,431	$	809,676	$	656,408	$	961,966	$	1,007,066	$	707,821	$	550,314	$	779,565
Gross profit	$	300,634	$	225,887	$	184,539	$	259,170	$	274,825	$	195,428	$	156,990	$	220,107
Selling, general and administrative	$	192,947	$	163,149	$	152,064	$	176,466	$	175,686	$	140,193	$	129,100	$	148,423
Net income	$	81,932	$	38,610	$	12,335	$	57,505	$	74,529	$	34,161	$	6,102	$	48,538
Adjusted EBITDA (1)	$	102,925	$	58,221	$	31,181	$	77,146	$	93,661	$	51,730	$	26,867	$	67,848


	Three Months Ended

	June 30, 2016		March 31, 2016		December 31, 2015		September 30, 2015		June 30, 2015		March 31, 2015		December 31, 2014		September 30, 2014

	(Percent of Revenue)
Revenue	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Gross profit	27.7	%	27.9	%	28.1	%	26.9	%	27.3	%	27.6	%	28.5	%	28.2	%
Selling, general and administrative	17.8	%	20.1	%	23.2	%	18.3	%	17.4	%	19.8	%	23.4	%	19.0	%
Net income	7.6	%	4.8	%	1.9	%	6.0	%	7.4	%	4.8	%	1.1	%	6.2	%
Adjusted EBITDA (1)	9.5	%	7.2	%	4.8	%	8.0	%	9.3	%	7.3	%	4.9	%	8.7	%

(1): The following table reconciles Adjusted EBITDA to the most directly comparable U.S. GAAP financial performance measure, which is net income. Please see footnote 1 to "Selected Historical and Pro Forma Consolidated Financial and Other Data" for our definition of Adjusted EBITDA and why we consider it useful.

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		Three Months Ended

		June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015			June 30, 2015			March 31, 2015			December 31, 2014			September 30, 2014

		(in thousands)
Net income	$	81,932		$	38,610		$	12,335		$	57,505		$	74,529		$	34,161		$	6,102		$	48,538
Other interest expense, net		12,577			12,748			12,601			14,414			13,453			12,909			11,143			12,052
Income tax expense		1,979			371			(1,997	)		1,145			1,790			418			(202	)		965
Depreciation and amortization		6,034			5,891			6,316			6,387			6,037			5,361			8,510			5,647

EBITDA		102,522			57,620			29,255			79,451			95,809			52,849			25,553			67,202

Adjustments (a) :
Loss on debt repayment		—			—			—			—			—			—			—			1,831
Loss (gain) on sale of assets and disposition of stores		(222	)		(24	)		1,301			5			(252	)		398			2,601			66
Monitoring fee		625			625			625			625			625			625			625			625
Adjustment to rent on right to use assets		—			—			—			(2,935	)		(2,521	)		(2,142	)		(1,912	)		(1,876	)

Adjusted EBITDA	$	102,925		$	58,221		$	31,181		$	77,146		$	93,661		$	51,730		$	26,867		$	67,848

(a): See "Selected Historical and Pro Forma Consolidated Financial and Other Data" for a more detailed description of the adjustments set forth above.

Liquidity and Capital Resources

General

Our primary requirements for liquidity and capital are working capital, inventory management, acquiring and building new retail locations, including pre-opening expenses, the improvement and expansion of existing retail locations, debt service and general corporate needs. We also have historically made distributions to holders of equity interests of CWGS, LLC. Historically, these cash requirements have been met through cash provided by operating activities, cash and cash equivalents and borrowings under our Revolving Credit Facility and our Floor Plan Facility.

Additional future liquidity needs will include public company costs, the payment of cash dividends, the redemption right held by the Continuing Equity Owners that they may exercise from time to time (should we elect to exchange such common units for a cash payment), payments under the Tax Receivable Agreement and state and federal taxes to the extent not sheltered as a result of the Tax Receivable Agreement. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we will be required to make to the Continuing Equity Owners and Crestview Partners II GP, L.P. will be significant. Any payments made by us to Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. For a discussion of the Tax Receivable Agreement, see "Certain Relationships and Related Party Transactions — Tax Receivable Agreement" and "Unaudited Pro Forma Financial Information." For a discussion of the Continuing Equity Owners' redemption right, see "Certain Relationships and Related Party Transactions — CWGS LLC Agreement."

After completion of this offering, CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders, including us, of approximately $0.0605 per common unit and we intend to use all of the proceeds from such distribution on our common units to pay a

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regular quarterly cash dividend of approximately $0.0605 per share on our Class A common stock, subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our board of directors. CWGS, LLC shall make cash distributions in accordance with the CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Distributions." In addition, we currently intend to pay a special cash dividend of all or a portion of the Excess Tax Distribution (as defined under "Dividend Policy") to the holders of our Class A common stock from time to time subject to the discretion of our board of directors as described under "Dividend Policy." Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay dividends according to our policy, or at all. See "Dividend Policy" and "Risk Factors—Risks Relating to This Offering and Ownership of Our Class A Common Stock—Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our board of directors and may be limited by our structure and statutory restrictions and restrictions imposed by our Senior Secured Credit Facilities and our Floor Plan Facility as well as any future agreements."

Notwithstanding our obligations under the Tax Receivable Agreement, we believe that our sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy, regular quarterly cash dividends (as described above) and additional expenses we expect to incur as a public company for at least the next twelve months. However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents or cash available under our Revolving Credit Facility or our Floor Plan Facility will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, and if availability under our Revolving Credit Facility or our Floor Plan Facility is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all. See "Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital."

As of June 30, 2016 and 2015, and December 31, 2015, 2014 and 2013, we had working capital of $154.8 million, $193.7 million, $195.1 million, $230.2 million and $87.6 million, respectively, including $39.1 million, $33.4 million, $92.0 million, $110.7 million and $36.5 million, respectively, of cash and cash equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of $65.8 million, $62.1 million, $63.6 million, $61.0 million and $56.2 million as of June 30, 2016 and 2015 and December 31, 2015, 2014 and 2013, respectively, which reduces working capital. Deferred revenue primarily consists of cash collected for club memberships in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership. We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs. Additionally, on a pro forma basis giving effect to only the Recapitalization, as of June 30, 2016, we had $827.1 million of term loans outstanding under the Senior Secured Credit Facilities, net of $5.0 million of unamortized original issue discount and $12.5 million of finance costs, $0.0 million of revolving borrowings outstanding under the Senior Secured Credit Facilities, letters of credit in the aggregate amount of $3.7 million outstanding under the Revolving Credit Facility and $623.6 million of floor plan notes payable outstanding under the Floor Plan Facility.

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Cash Flow

The following table shows summary cash flows information for the six months ended June 30, 2016 and 2015 and for the years ended December 31, 2015, 2014 and 2013, respectively:


		Six Months Ended						Fiscal Year Ended

		June 30, 2016			June 30, 2015			December 31, 2015			December 31, 2014			December 31, 2013

		(in thousands)
Net cash provided by operating activities	$	114,425		$	91,545		$	112,143		$	44,064		$	14,623
Net cash used in investing activities		(82,122	)		(157,584	)		(176,200	)		(50,225	)		(46,195	)
Net cash provided by financing activities		(85,262	)		(11,258	)		45,372			80,366			48,120

Net (decrease) increase in cash and cash equivalents	$	(52,959	)	$	(77,297	)	$	(18,685	)	$	74,205		$	16,548

Operating activities. Our cash flows from operating activities are primarily collections from contracts in transit and customers following the sale of new and used vehicles, as well as from the sale of retail parts, services and other. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged agreements have been determined, and to whom the retail installment sales contract have been assigned. Our primary uses of cash from operating activities are repayments of vehicle floor plan payables, payments to retail product suppliers, personnel-related expenditures, payments related to leased property, advertising, and various consumer services program costs.

Net cash provided by operating activities was $114.4 million for the six months ended June 30, 2016, an increase of $22.9 million from $91.5 million for the six months ended June 30, 2015. The increase was primarily due to a $25.6 million increase due to slower growth in inventories, a $14.2 million reduction in growth in accounts receivable and contracts in transit in the six months ended June 30, 2015, an $11.9 million increase in net income, and $1.4 million of other increases, partially offset by a $30.2 million decrease in accounts payable, accrued liabilities and checks in excess of bank balance in the six months ended June 30, 2016 compared to the six months ended June 30, 2015.

Net cash provided by operating activities was $112.1 million for the year ended December 31, 2015, an increase of $68.1 million from $44.1 million in the prior fiscal year. The increase for the year ended December 31, 2015 was primarily due to a $53.4 million increase in net income, a $7.0 million increase in checks held in excess of bank balance, a $7.0 million increase due to growth in accounts payable and accrued liabilities, a $4.1 million increase from a slightly lower growth in inventory in 2015 and $2.2 million of other increases, partially offset by a $5.6 million decrease in the growth of deferred revenues.

Net cash provided by operating activities was $44.1 million for the year ended December 31, 2014, an increase of $29.4 million from $14.6 million in the prior fiscal year. The increase for the year ended December 31, 2014 was primarily due to a $54.9 million increase in net income (excluding a $47.6 million decrease in loss on debt repayment, and a $1.8 million decrease in gain on sale of assets), a $11.0 million increase due to growth in accounts payable and accrued liabilities, a $1.9 million increase in deferred revenue and $0.5 million of other increases, partially offset by a $23.9 million build in inventory, a $10.3 million decrease due to growth in accounts receivable and contracts in transit, and a $4.7 million decrease due to growth in prepaid expenses and other assets.

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Net cash provided by operating activities was $14.6 million for the year ended December 31, 2013, primarily attributable to net income before depreciation, amortization and loss on debt repayment and growth in deferred revenue, partially offset by increased inventory costs.

Investing activities. Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of retail locations. Substantially all of our new retail locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our Senior Secured Credit Facilities.

The table below summarizes our capital expenditures for the six months ended June 30, 2016 and 2015 and for the years ended December 31, 2015, 2014 and 2013, respectively:


		Six Months Ended				Fiscal Year Ended

		June 30, 2016		June 30, 2015		December 31, 2015		December 31, 2014		December 31, 2013

		(in thousands)
IT hardware and software	$	4,129	$	5,088	$	9,709	$	10,297	$	6,121
Greenfield retail locations		2,798		8,309		16,577		8,296		12,175
Existing retail locations		8,166		5,353		11,592		13,297		8,974
Corporate and other		2,124		2,364		3,559		3,094		3,485

Total capital expenditures	$	17,217	$	21,114	$	41,437	$	34,984	$	30,755

Our capital expenditures consist primarily of investing in greenfield retail locations and existing retail locations and information technology hardware and software. There are no material commitments for capital expenditures as of June 30, 2016.

Net cash used in investing activities was $82.1 million for the six months ended June 30, 2016. The $82.1 million of cash used in investing activities included $60.3 million for the acquisition of four retail locations, comprised of $0.9 million of accounts receivable, $25.7 million of inventory, $1.3 million of intangible assets, $33.8 million of goodwill, $0.6 million of property and equipment, less $2.3 million of accrued liabilities and customer deposits, in addition to $17.2 million of capital expenditures and $10.3 million for the purchase of real property, partially offset by proceeds from the sale and leaseback of real property and property and equipment of $2.8 million and $2.9 million, respectively.

Net cash used in investing activities was $176.2 million for the year ended December 31, 2015. The $176.2 million of cash used in investing activities included $125.2 million for the acquisition of six retail locations, comprised of $75.7 million of inventory, $51.9 million of goodwill, $0.8 million of property and equipment, less $1.7 million of accrued liabilities and customer deposits and a $1.5 million purchase price holdback, in addition to $41.4 million of capital expenditures and $30.3 million for the purchase of real property, partially offset by proceeds from the sale and leaseback of real property and property and equipment of $19.4 million and $1.3 million, respectively.

Net cash used in investing activities was $50.2 million for the year ended December 31, 2014. The $50.2 million of net cash used in investing activities included $10.6 million for the acquisition of three retail locations, including $6.2 million of inventory and $4.4 million of goodwill, in addition to $35.0 million of capital expenditures and $6.4 million for the purchase of real property, partially offset by proceeds from the sale of real property and property and equipment of $1.2 million and $0.6 million, respectively.

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Net cash used in investing activities was $46.2 million for the year ended December 31, 2013. The $46.2 million of net cash used in investing activities included $17.5 million for the acquisition of six retail locations, including $13.1 million of inventory, $4.1 million of goodwill and $0.3 million of property and equipment and other assets, in addition to $30.8 million of capital expenditures, $15.9 million for the purchase of real property, and $0.7 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property and property and equipment of $17.2 million and $1.5 million, respectively.

Financing activities. Our financing activities primarily consist of proceeds from the issuance of debt and the repayment of principal and debt issuance costs.

Our net cash used in financing activities was $85.3 million for the six months ended June 30, 2016. The $85.3 million of cash used in financing activities was primarily due to member distributions of $77.7 million, principal payments under the Term Loan Facility of $31.9 million, and other financing uses of $0.9 million, partially offset by $25.2 million of net borrowings under the Floor Plan Facility. During the six months ended June 30, 2016, we also borrowed and repaid $12.0 million under the Revolving Credit Facility.

Our net cash provided by financing activities was $45.4 million for the year ended December 31, 2015. The $45.4 million of cash provided by financing activities was primarily due to borrowings of $148.9 million under the Term Loan Facility and $167.4 million of net borrowings under the Floor Plan Facility, partially offset by member distributions of $228.9 million, principal payments under the Term Loan Facility of $36.6 million, debt issuance costs totaling $3.3 million and other financing uses of $2.1 million.

Our net cash provided by financing activities was $80.4 million for the year ended December 31, 2014. The $80.4 million of cash provided by financing activities was primarily due to borrowings of $116.4 million under the Term Loan Facility and $47.9 million of net borrowings under the Floor Plan Facility, partially offset by member distributions of $60.1 million, principal payments under the Senior Secured Credit Facilities of $18.9 million, debt issuance costs totaling $2.9 million and other financing uses of $2.0 million.

Our net cash provided by financing activities was $48.1 million for the year ended December 31, 2013. The $48.1 million of cash provided by financing activities was primarily due to borrowings of $524.7 million under the Term Loan Facility, $12.5 million of borrowings on the Series B Note due 2018, and $77.0 million of net borrowings under the Floor Plan Facility. The proceeds of the Term Loan Facility, in part, funded the debt issuance costs, redemption of the 11.50% Senior Secured Notes due 2016 in the amount of $372.3 million, the repayment of the $80.0 million Series A Notes due 2018 and the payment-in-kind borrowings on the Series B Note due 2018 in the amount of $114.2 million, the repayment of the existing Revolving Credit Facility in the amount of $11.9 million and the repayment of related party indebtedness of $40.2 million. In addition, member distributions and capital lease payments totaled $26.3 million and $1.2 million, respectively.

Description of Senior Secured Credit Facilities and Floor Plan Facility

On a pro forma basis giving effect to only the Recapitalization, as of June 30, 2016, we had an existing credit agreement that included a $844.6 million term loan (the "Term Loan Facility") and $20.0 million of commitments for revolving loans (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Senior Secured Credit Facilities"). Additionally, we also have up to $1.165 billion in maximum borrowing availability under a floor plan financing facility (the "Floor Plan Facility") after giving effect to an amendment to the Floor Plan Facility on July 1, 2016 to, among other things, increase the available amount under the facility from $865.0 million to $1.165 billion, which we use to finance substantially all the new vehicles and, from time to time, used vehicles, we

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purchase for retail sale. On a pro forma basis giving effect to only the Recapitalization, as of June 30, 2016, we had $827.1 million of term loans outstanding under the Senior Secured Credit Facilities, net of $5.0 million of unamortized original issue discount and $12.5 million of finance costs, $0.0 million of revolving borrowings outstanding under the Senior Secured Credit Facilities and $623.6 million of floor plan notes payable outstanding under the Floor Plan Facility, with $16.3 million of additional borrowing capacity under our Revolving Credit Facility and $541.4 million of additional borrowing capacity under our Floor Plan Facility after giving effect to the amendment to the Floor Plan Facility on July 1, 2016. Our Term Loan Facility requires us to make quarterly principal payments of the outstanding principal amount thereof, which totaled $19.9 million and $17.3 million for the six months ended June 30, 2016 and 2015, respectively and $36.6 million, $13.9 million and $0.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. Additionally, we paid total cash interest on our Senior Secured Credit Facilities of $23.1 million and $18.1 million for the six months ended June 30, 2016 and 2015, respectively, and $36.8 million, $30.4 million and $0.0 million for the years ended December 31, 2015, 2014 and 2013, respectively, and we paid total floor plan interest expense on our Floor Plan Facility of $10.2 million and $6.4 million for the six months ended June 30, 2016 and 2015, respectively, and $12.4 million, $10.7 million and $10.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. In addition to interest paid on our Senior Secured Credit Facilities and our Floor Plan Facility, we paid cash interest of $0.5 million and $4.5 million for the six months ended June 30, 2016 and 2015, respectively, and $8.5 million, $13.8 million and $90.9 million for the years ended December 31, 2015, 2014 and 2013, respectively, which in 2013 primarily consisted of $43.6 million of interest on the Enterprise Notes and $37.4 million of interest on the $333.0 million in principal amount of the 11.50% Senior Secured Notes due 2016 that were redeemed in November 2013 with a portion of the proceeds from our Senior Secured Credit Facilities. We may from time to time seek to retire or exchange our outstanding debt. Such repayments or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. In the past, we have used interest rate swap derivatives to diversify our debt portfolio between fixed and variable rate instruments. For additional information regarding our interest rate risk and interest rate hedging instruments, see "— Quantitative and Qualitative Disclosures About Market Risk."

Senior Secured Credit Facilities

On November 20, 2013, CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC (the "Borrower"), and CWGS, LLC (as parent guarantor) entered into a $545.0 million senior secured credit facility with Goldman Sachs Bank USA, as administrative agent and the other lenders party thereto (the "Senior Secured Credit Facilities"). The Senior Secured Credit Facilities originally consisted of a $525.0 million Term Loan Facility at an original issue discount of $5.25 million or 1.00%, and a $20.0 million Revolving Credit Facility (including a $10.0 million letter of credit sublimit). The Senior Secured Credit Facilities also include a $5.0 million swingline commitment.

On December 1, 2014, we amended the credit agreement governing our Senior Secured Credit Facilities (as amended, the "First Amendment") to, among other things, provide for an increase in term loan borrowings to $628.1 million, allow the contribution of the net cash proceeds of the First Amendment to FreedomRoads, LLC ("FreedomRoads"), a subsidiary of Borrower, finance its acquisition of RV dealerships, increase the size of the incremental cap and make certain other changes to the pricing terms, incremental borrowings provision and certain covenants.

On June 2, 2015, we amended the First Amendment (as amended, the "Second Amendment") to, among other things, provide for an increase in term loan borrowings to $705.8 million, allow a special distribution of the net cash proceeds of the Second Amendment from the Borrower to CWGS, LLC for a distribution to its members in the amount of $95.0 million, reduce the applicable rate with respect to term loans, increase the initial restricted payment amount,

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increase the size of the incremental cap and make certain other changes to the pricing terms, incremental borrowings provision and certain covenants.

On December 17, 2015, we amended the Second Amendment (as amended, the "Third Amendment") to, among other things, provide for an increase in term loan borrowings to $736.5 million, allow the contribution of the net cash proceeds of the Third Amendment to FreedomRoads, finance its acquisition of RV dealerships, increase the applicable rate with respect to term loans, increase the size of the incremental cap and make certain other changes to the pricing terms, incremental borrowings provision and certain covenants.

On September 21, 2016, we amended the Third Amendment (as amended, the "Fourth Amendment" and, together with the credit agreement governing the Senior Secured Credit Facilities, the First Amendment, the Second Amendment and the Third Amendment, the "Credit Agreement") to, among other things, permit this offering, provide for an increase in term loan borrowings to $827.1 million, increase the capacity for payments by the Borrower to CWGS, LLC for payment of regular quarterly distributions to its common unit holders, including us, and permit a $100.0 million special distribution of a portion of borrowings under the Fourth Amendment from the Borrower (as defined herein) to CWGS, LLC for a distribution to its members, which was also made on September 21, 2016.

Term loan borrowings under the Senior Secured Credit Facilities, as amended, bear interest at a rate per annum equal to, at our option, either: (a) the London Interbank Offered Rate ("LIBOR") multiplied by the statutory reserve rate (such product, the "Adjusted LIBOR Rate"), subject to a 1.00% floor, plus an applicable margin of 4.75%, in the case of Eurocurrency loans or (b) an alternate base rate (determined by reference to the greatest of : (i) the prime rate published by The Wall Street Journal (the "WSJ Prime Rate"), (ii) the federal funds effective rate plus 0.50% and (iii) the one-month Adjusted LIBOR Rate plus 1.00%), subject to a 2.00% floor, plus an applicable margin of 3.75%, in the case of alternate base rate loans.

Revolving borrowings under the Senior Secured Credit Facilities, as amended, bear interest at a rate per annum equal to, at our option, either: (a) the Adjusted LIBOR Rate plus an applicable margin based on the total leverage ratio, as set forth in the table below, in the case of Eurocurrency borrowings or (b) an alternate base rate (determined by reference to the greatest of : (i) the WSJ Prime Rate, (ii) the federal funds effective rate plus 0.50% and (iii) the one-month Adjusted LIBOR Rate plus 1.00%), plus an applicable margin based on the total leverage ratio, as set forth in the table below, in the case of alternate base rate borrowings.


Pricing Level	Total Leverage Ratio	Eurocurrency		Alternate Base Rate

1	£ 2.50: 1.00	4.25	%	3.25	%
2	> 2.50: 1.00	4.50	%	3.50	%

In addition to paying interest on outstanding principal under the Senior Secured Credit Facilities, we are required to pay a commitment fee to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder at a rate of 0.50% per annum. We also pay customary letter of credit and agency fees.

The Term Loan Facility is payable in quarterly payments. Term Loan Facility quarterly payments for 2014 were $3.3 million for each of the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 and $4.0 million for the quarter ended December 31, 2014. Term Loan Facility quarterly payments for 2015 and 2016 were $8.1 million for the quarter ended March 31, 2015, $9.3 million for the quarters ended June 30, 2015 and September 30, 2015, $10.0 million for the quarters ended December 31, 2015 and March 31, 2016 and $9.9 million for the quarter ended June 30, 2016. Quarterly payments of $11.7 million will be due on the last day of each fiscal quarter going forward. The remaining unpaid principal balance of the Term Loan Facility along with all

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accrued and unpaid interest is due and payable on February 20, 2020. On a pro forma basis giving effect to only the Recapitalization, as of June 30, 2016, we had $827.1 million of term loans outstanding, net of $5.0 million of unamortized original issue discount and $12.5 million of finance costs. The Term Loan Facility also provides for an excess cash flow payment following the end of each fiscal year, such that the Borrower is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow for such fiscal year if the total leverage ratio is greater than 2.50 to 1.00. The required percentage of excess cash flow prepayment is reduced to 25% if the total leverage ratio is 2.00 to 1.00 or greater, but less than 2.50 to 1.00, and 0% if the total leverage ratio is less than 2.00 to 1.00. As of December 31, 2015, the Borrower's excess cash flow offer, as defined, was $16.1 million and was presented to the lenders under our Term Loan Facility. The lenders accepted $12.0 million of the prepayment offer and a principal payment in that amount was made on May 9, 2016. There was no excess cash flow required for the year ended December 31, 2014.

The principal amount outstanding of loans under the Revolving Credit Facility becomes due and payable on November 20, 2018. As of June 30, 2016, we had $16.3 million available for borrowing under our Revolving Credit Facility and no outstanding borrowings thereunder. As of June 30, 2016, we had letters of credit in the aggregate amount of $3.7 million outstanding under the Revolving Credit Facility.

The Senior Secured Credit Facilities are collateralized by substantially all of the assets and equity of the Borrower and the subsidiary guarantors and contain financial covenants and certain business covenants, including restrictions on dividend payments that the Borrower, and the subsidiary guarantors must comply with during the term of the agreement. Such covenants will not restrict our ability to consummate the Transactions, including this offering. The Senior Secured Credit Facilities restrict the ability of the Borrower and its subsidiaries to pay distributions or make other restricted payments. The Borrower is generally permitted to pay distributions (1) in an amount not to exceed a specified available amount (as defined in the Credit Agreement, and calculated as the sum of, among other things, $30.0 million, plus net proceeds received by the Borrower in connection with the issuance of, or contribution of cash in respect of, certain existing equity interests, plus, if the total leverage ratio is not greater than 2.75 to 1, cumulative excess cash flow not otherwise applied, minus distributions, prepayments of debt and investments made in reliance of the available amount) as long as (A) after giving pro forma effect to the contemplated distribution, the Borrower would be in compliance with the maximum total leverage ratio covenant (as described below) and (B) no default or event of default has occurred or would result from the contemplated distribution; and (2) upon the consummation of this offering, in an amount up to $30.0 million during any period of four fiscal quarters to provide funds that are used by CWGS, LLC to pay regular quarterly distributions to its common unit holders, including us. In addition, the credit agreement governing the Senior Secured Credit Facilities require the Borrower and its subsidiaries to comply on a quarterly basis with a maximum total leverage ratio, which covenant is only for the benefit of the Revolving Credit Facility. As of June 30, 2016, the maximum total leverage ratio permissible was 3.50 to 1 and we were in compliance with this covenant. This financial maintenance covenant becomes more restrictive over time (stepping down to 3.25 to 1 after September 30, 2016). As of June 30, 2016, the Borrower, CWGS, LLC and the subsidiary guarantors were in compliance with our Senior Secured Credit Facilities. To the extent that we are unable to comply with the maximum total leverage ratio in the future, we would be unable to borrow under the Revolving Credit Facility and may need to seek alternative sources of financing in order to operate and finance our business as we deem appropriate. There is no guarantee that we would be able to incur additional indebtedness on acceptable terms or at all. See "Risk Factors — Risks Related to our Business — Our Senior Secured Credit Facilities and our Floor Plan Facility contain restrictive covenants that may impair our ability to access sufficient capital and operate our business."

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For more information on our Senior Secured Credit Facilities, see "Description of Certain Indebtedness — Senior Secured Credit Facilities."

Floor Plan Facility

On August 12, 2015, FreedomRoads, LLC (the "Floor Plan Borrower"), a wholly-owned subsidiary of CWGS, LLC, and Bank of America, N.A., as administrative agent and letter of credit issuer, entered into a sixth amended and restated credit agreement, which governs our floor plan facility (the "Floor Plan Facility"). We have had a floor plan facility with Bank of America, N.A. since 2005 to finance substantially all of our new and certain of our used RV inventory. We are required to make monthly interest payments on the amount financed. We can use this facility to finance (i) up to 100% of our new RV inventory and (ii) various percentages of our used RV inventory, as determined by reference to the most recently published National Automobile Dealers Association RV Industry Appraisal Guide. On July 1, 2016, we entered into an amendment to the Floor Plan Facility to, among other things, increase the available amount under a floor plan facility from $865.0 million to $1.165 billion, amend the applicable margin and extend the maturity date. Our Floor Plan Facility allows the Floor Plan Borrower to borrow up to $1.165 billion under a floor plan facility and up to $15.0 million under a letter of credit facility. The Floor Plan Facility matures on June 30, 2019. As of June 30, 2016, $623.6 million in floor plan notes payable and $7.3 million of letters of credit borrowings were outstanding under the Floor Plan Facility. As of June 30, 2016, approximately 90% of the invoice cost of new RV inventory and no used RV inventory was financed under the Floor Plan Facility.

Floor plan notes payable under our Floor Plan Facility bear interest at a rate per annum equal to, at our option, either: (a) a floating rate tied to the London Interbank Offered Rate ("LIBOR" and, together with the floating rate, the "Floating LIBOR Rate"), plus an applicable margin as set forth in the table below, in the case of Floating LIBOR Rate loans or (b) a base rate determined by reference to the greatest of: (i) the federal funds rate plus 0.50%, (ii) the prime rate published by Bank of America, N.A. (the "BofA Prime Rate"), in the case of Floating LIBOR Rate borrowings and (iii) the Floating LIBOR Rate plus 1.75%, plus an applicable margin as set forth in the table below, in the case of base rate loans.


Pricing Level	Consolidated Current Ratio	Floating LIBOR Rate Loans		Base Rate Loans

I	> 1.250 : 1.000	2.05	%	0.55	%
II	> 1.220 : 1.000 but £ 1.250 : 1.000	2.15	%	0.65	%
III	> 1.200 : 1.000 but £ 1.220 : 1.000	2.35	%	0.85	%
IV	£ 1.200 : 1.000	2.50	%	1.00	%

Borrowings under our Floor Plan Facility for letters of credit bear interest at a rate per annum equal to, at our option, either: (a) the Floating LIBOR Rate, plus 1.50%, in the case of Floating LIBOR Rate loans or (b) a base rate determined by reference to the greatest of: (i) the federal funds rate plus 0.50%, (ii) the BofA Prime Rate and (iii) the Floating LIBOR Rate plus 1.75%, plus 1.50%, in the case of base rate loans.

The Floor Plan Borrower and its subsidiary guarantors are required to pay commitment fees equal to: (i) 0.200% per annum times the actual daily amount by which the letter of credit facility exceeds the sum of the letter of credit obligations and (ii) 0.200% per annum times the actual daily amount by which the floor plan facility exceeds the sum of the outstanding amount of all floor plan loans. Letter of credit fees for each of letter of credit are equal to the higher of: (a) 2.25% times the daily amount available to be drawn under such letter of credit; and (b) $2,000 per annum.

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In addition to other customary covenants, the credit agreement governing our Floor Plan Facility requires the Floor Plan Borrower and the subsidiary guarantors to comply on a monthly basis with a minimum consolidated current ratio of 1.180 to 1.000 and a minimum fixed charge coverage ratio of 1.250 to 1.000. As of June 30, 2016, the Floor Plan Borrower and the subsidiary guarantors were in compliance with each of these covenants. Such covenants will not restrict our ability to consummate the Transactions, including this offering.

Borrowings under the Floor Plan Facility are guaranteed by FreedomRoads Intermediate Holdco, LLC (the direct parent of the Floor Plan Borrower) and certain subsidiary guarantors (collectively, the "Guarantors"). These floor plan arrangements grant the administrative agent a first priority security interest in all of the personal property of the Floor Plan Borrower and the Guarantors, the financed RVs and the related sales proceeds.

For more information on our Floor Plan Facility, see "Description of Certain Indebtedness — Floor Plan Facility."

Sale/Leaseback Arrangements

We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time. Such sales generate proceeds which vary from period to period.

Deferred Revenue and Gains

Deferred revenue and gains consist of our sales for products not yet recognized as revenue at the end of a given period and deferred gains on sale-leaseback and derecognition of right to use asset transactions. Our deferred revenue and deferred gains as of December 31, 2015 were $102.4 million and $13.4 million, respectively. Deferred revenue is expected to be recognized as revenue and deferred gains are expected to be recognized ratably over the lease terms as an offset to rent expense as set forth in the following table:


		2016		2017		2018		2019		2020		Thereafter		Total

		(in thousands)
Deferred revenue	$	63,148	$	20,347	$	8,565	$	4,002	$	2,528	$	3,766	$	102,356
Deferred gains		1,146		1,146		1,146		1,146		1,146		7,681		13,411

Total	$	64,294	$	21,493	$	9,711	$	5,148	$	3,674	$	11,447	$	115,767

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Contractual Obligations

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2015:


Contractual Obligations		2016		2017		2018		2019		2020		Thereafter		Total

		(in thousands)
Long-term debt, including current maturities	$	52,089	$	40,080	$	40,080	$	40,080	$	569,154	$	—	$	741,483
Interest on long-term debt ⁽¹⁾		42,023		39,310		36,973		34,636		4,636		—		157,578
Floor plan notes payable ⁽²⁾		598,420		—		—		—		—		—		598,420
Operating leases		67,786		65,350		64,850		63,244		59,297		474,451		794,978
Capital lease obligations		826		576		178		23		—		—		1,603
Right to use liabilities ⁽³⁾		2,342		2,126		1,837		1,741		1,741		44,431		54,218
Service agreements ⁽⁴⁾		1,800		2,101		2,200		—		—		—		6,101
Marketing sponsorships ⁽⁵⁾		4,332		4,475		4,575		3,679		3,786		7,908		28,755

Total	$	769,618	$	154,018	$	150,693	$	143,403	$	638,614	$	526,790	$	2,383,136

(1): We estimated interest payments through the maturity of our Senior Secured Credit Facilities by applying the interest rate in effect as of December 31, 2015. See Note 7 of the audited consolidated financial statements included elsewhere in this prospectus for additional information.
(2): Floor plan notes payable are revolving financing arrangements and the Floor Plan Facility matures on June 30, 2019. Payments are generally made as required pursuant to the Floor Plan Facility discussed above under "— Description of Senior Secured Credit Facilities and Floor Plan Facility — Floor Plan Facility."
(3): Amounts represent the future minimum lease payments under the right to use leases. See Note 9 of the audited consolidated financial statements included elsewhere in this prospectus for additional information. During the three months ended March 31, 2016, the Company derecognized the right to use assets and liabilities for two leases that qualified as operating leases after completion of construction in 2016. The derecognition reduced the obligation for future payments under the right to use liabilities by $32.0 million to $22.2 million.
(4): Service agreements are multi-year agreements for services at agreed upon amounts for each year. See Note 12 of the audited consolidated financial statements included elsewhere in this prospectus for additional information.
(5): Marketing sponsorship agreements are multi-year sponsorship agreements at agreed upon amounts each year per the agreements. See Note 12 of the audited consolidated financial statements included elsewhere in this prospectus for additional information. In April and May 2016, the Company entered into sponsorship agreements, which expire January 1, 2025 and October 1, 2019, respectively. The aggregate sponsorship fees payable over the term of the two agreements is $14.3 million.

Off-Balance Sheet Arrangements

As of June 30, 2016, we did not have any off-balance sheet arrangements, except for operating leases entered into in the normal course of business.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 supersedes the existing revenue recognition guidance and clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.

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In August 2015, the FASB issued an update to ASU 2014-09 deferring the effective date for public entities, on a retrospective basis, to annual reporting periods beginning after December 15, 2017. Early adoption is permitted, subject to certain conditions. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial position, results of operations and cash flows.

In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ("ASU 2015-15"), which clarifies the guidance set forth in Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"), issued in April 2015. ASU 2015-03 requires that debt issuance costs related to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. ASU 2015-15 provides additional guidance regarding debt issuance costs associated with line-of-credit arrangements, stating that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred issuance costs ratably over the term of the line-of-credit arrangement. ASU 2015-03 is effective for reporting periods beginning after December 15, 2015, and early adoption is permitted. We early adopted ASU 2015-03 and ASU 2015-15 and debt issuance costs are presented as a direct deduction from the carrying amount of that debt liability for all periods presented. The adoption of ASU 2015-03 and ASU 2015-15 did not have a material effect our consolidated financial position, results of operations or cash flows.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory ("ASU 2015-11"). Under ASU 2015-11 entities should measure inventory that is not measured using last-in, first-out or the retail inventory method, including inventory that is measured using first-in, first-out or average cost, at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 and is to be applied prospectively. The adoption of ASU 2015-11 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes, which simplifies the balance sheet classification of deferred taxes. This pronouncement requires that all deferred tax assets and liabilities be classified as noncurrent in the classified balance sheet, rather than separating such deferred taxes into current and noncurrent amounts, as is required under current guidance. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, and may be applied either prospectively or retrospectively. We are currently in the process of evaluating the effects of the pronouncement on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The amendments in this update require, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-to-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We expect to adopt the amendments in the first quarter of 2019 and are currently evaluating the impacts of the amendments to our financial statements and accounting practices for leases.

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Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in conformity with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Critical accounting policies are those that management believes are both most important to the portrayal of our financial condition and operating results, and require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We base our estimates on historical experience, outside advice from parties believed to be experts in such matters, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. Our significant accounting policies can be found in Note 1 to our consolidated financial statements included elsewhere in this prospectus. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customers, fees are fixed or determinable, and collectability is reasonably assured.

Consumer Services and Plans revenue consists of membership clubs, publications, consumer shows, and marketing and royalty fees from various Consumer Services and Plans. Certain Consumer Services and Plans revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period. Roadside Assistance ("RA") revenues are deferred and recognized over the life of the membership. RA claim expenses are recognized when incurred.

Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of our co-branded credit card portfolio retail spend with such third-party credit card provider.

Marketing fees for finance, insurance, extended service and other similar products are recognized, net of a reserve for estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged.

Promotional expenses, consisting primarily of direct-mail advertising, are deferred and expensed over the period of expected future benefit, typically three months based on historical actual response rates. Renewal expenses are expensed at the time related materials are mailed.

Newsstand sales of publications and related expenses are recorded at the time of delivery, net of an estimated provision for returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery. Subscription and newsstand

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revenues and expenses related to annual publications are deferred until the publications are distributed.

Revenue and related expenses for consumer shows are recognized when the show occurs.

Retail revenue consists of sales of new and used vehicles, commissions on related finance and insurance contracts, and sales of parts, services and other products. Revenue from the sale of vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing and the sales price must be reasonably expected to be collected and delivery has occurred.

Revenue from parts, services and other products sales is recognized when products are sold in the retail stores, shipped for mail and internet orders, or upon completion of the service.

Finance and insurance revenue is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds we receive for arranging financing contracts, and selling insurance and service contracts, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. A reserve for chargebacks is recorded as a reduction of revenues in the period in which the related revenue is recognized.

We recognize rental vehicle revenue over the period that the vehicle is rented.

Contracts in Transit

New and used vehicles may be sold and financed through retail installment sales contracts entered into between us and third-party purchasers. Prior to entering into a retail installment sales contract with a third-party purchaser, we typically have a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically assigned by us to third-party simultaneously with the execution of the retail installment sales contracts. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged assignment agreements have been determined, and to whom the retail installment sales contract have been assigned. We recognize revenue when the applicable new or used vehicle is delivered and we have assigned the retail installment sales contract to a third-party lender and collectability is reasonably assured. Funding from the third-party lender is provided upon receipt, final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Contracts in transit are included in current assets in our consolidated financial statements included elsewhere in this prospectus and totaled $65.9 million as of June 30, 2016, $21.9 million as of December 31, 2015 and $22.6 million as of December 31, 2014.

Inventories, net

Retail inventories consist primarily of new and used vehicles held for sale valued using the specific-identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in. Parts and accessories are valued at the lower of cost or net realizable value. Retail parts, services and other inventories primarily consist of retail travel and leisure specialty merchandise and are stated at lower of first-in, first-out cost or net realizable value.

In assessing lower of cost or net realizable value for inventory, we consider (i) the aging of the inventory item, (ii) historical sales experience of the inventory item, and (iii) current market

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conditions and trends for the inventory item. We also review and consider the following metrics related to sales of inventory items (both on a recent and longer-term historical basis): (i) days of supply in our inventory, and (ii) average vehicle selling price if sold at less than original cost. We then determine the appropriate level of reserve required to reduce our inventory to the lower of cost or market, and record the resulting adjustment in the period in which we determine a loss has occurred. If future demand or market conditions for our products are less favorable than forecasted or if unforeseen circumstances negatively impact the utility of inventory, we may be required to record additional write-downs, which would negatively affect its results of operations in the period when the write-downs are recorded.

Goodwill and Other Intangible Assets

Goodwill is reviewed at least annually for impairment, and more often when impairment indicators are present. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its net book value. The qualitative analysis used contains inherent uncertainties, including significant estimates and assumptions related to growth rates, projected earnings and cost of capital. We are subject to financial risk to the extent that our assets and goodwill become impaired due to deterioration of the underlying businesses. The risk of an asset impairment loss may increase to the extent the underlying businesses' earnings or projected earnings decline. During the fourth quarter of 2015, we performed our annual impairment assessment of the carrying value of our goodwill. The fair value of our reporting units significantly exceeded the carrying value of its net assets. As a result, we were not required to conduct the second step of the impairment test for goodwill relating to our reporting units. See Note 5 to our audited consolidated financial statements included elsewhere in this prospectus. Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. The finite-lived intangible assets consist of membership customer lists with weighted-average useful lives of approximately five years.

Long-Lived Assets

Long-lived assets included in property and equipment, including capitalized software costs to be held and used, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized to the extent the sum of the discounted estimated future cash flows from the use of the asset is less than the carrying value. For our major software systems, such as our accounting and membership systems, our capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. We do not capitalize preliminary project costs, nor do we capitalize training, data conversion costs, maintenance or post-development stage costs.

Self-Insurance Program

Self-insurance reserves represent amounts established as a result of insurance programs under which we self-insure portions of the business risks. We carry substantial premium-paid, traditional risk transfer insurance for various business risks. We self-insure and establish reserves for the retention on workers' compensation insurance, general liability, automobile liability, professional errors and omission liability, and employee health claims. The self-insured claims liability was approximately $9.7 million, $7.8 million and $6.8 million as of June 30, 2016 and December 31, 2015 and 2014, respectively. The determination of such claims and expenses and the appropriateness of the related liability is reviewed on a periodic basis. The self-insurance accruals are calculated by third party actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of losses, including incurred, but not reported

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losses, are inherently uncertain because of the random nature of insurance claims and could be substantially affected if occurrences and claims differ significantly from these assumptions and historical trends. In addition, we have obtained letters of credit as required by insurance carriers. As of June 30, 2016, December 31, 2015 and December 31, 2014, these letters of credit were approximately $10.4 million, $10.4 million and $9.4 million, respectively. This includes $6.8 million, $6.8 million and $5.9 million for the six months ended June 30, 2016 and the years ended December 31, 2015 and 2014, respectively, issued under the Floor Plan Facility (see Note 3 to our audited consolidated financial statements included elsewhere in this prospectus), and the balance issued under our Senior Secured Credit Facilities (see Note 1 to our audited consolidated financial statements included elsewhere in this prospectus).

Income Taxes

CWGS, LLC is currently, and will be through the consummation of this offering, treated as a partnership for U.S. federal and most applicable state and local income tax purposes and, as such is generally not subject to any U.S. federal entity-level income taxes with the exception of certain subsidiaries, which are Subchapter C corporations.

Taxable income or loss of a partnership is passed through to and included in the taxable income of its owners for U.S. federal income tax purposes. However, CWGS, LLC may be liable for various other state and local taxes. After the consummation of this offering, pursuant to the CWGS LLC Agreement, CWGS, LLC will generally make pro rata tax distributions to holders of common units in an amount sufficient to fund all or part of their tax obligations with respect to the taxable income of CWGS, LLC that is allocated to them. See "Certain Relationships and Related Party Transactions."

After the consummation of this offering, we will become subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of CWGS, LLC and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur expenses related to our operations, as well as payments under the Tax Receivable Agreement, which will be significant. We intend to cause CWGS, LLC to make distributions in an amount sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments due under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions."

Vendor Allowances

As a component of our consolidated procurement program, we frequently enter into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates and other allowances that are contingent upon our meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable.

Quantitative and Qualitative Disclosures of Market Risk

We are exposed to market risk from changes in inflation and interest rates. All of these market risks arise in the normal course of business, as we do not engage in speculative trading activities. The following analysis provides quantitative information regarding these risks.

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Impact of Inflation

We believe that inflation over the last three fiscal years has not had a significant impact on our operations; however, we cannot assure you there will be no such effect in the future. Our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Additionally, the cost of re-modeling acquired retail locations and constructing new retail locations is subject to inflationary increase in the costs of labor and material, which results in higher rent expense on new retail locations. Finally, we finance substantially all of our inventory through various revolving floor plan arrangements with interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation.

Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on our Senior Secured Credit Facilities and our Floor Plan Facility, which carries variable interest rates. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. Our Senior Secured Credit Facilities includes a Term Loan Facility and a Revolving Credit Facility with advances tied to a borrowing base and which bear interest at variable rates. Additionally, under our Floor Plan Facilities we have the ability to draw on revolving floor plan arrangements, which bear interest at variable rates. Because our Senior Secured Credit Facilities and Floor Plan Facility bear interest at variable rates, we are exposed to market risks relating to changes in interest rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. On a pro forma basis giving effect to only the Recapitalization, as of June 30, 2016, we had no outstanding borrowings under our Revolving Credit Facility, $827.1 million of variable rate debt outstanding under our Term Loan Facility, net of $5.0 million of unamortized original issue discount and $12.5 million of finance costs, and $623.6 million in outstanding borrowings under our Floor Plan Facility. Based on June 30, 2016 debt levels, an increase or decrease of 1% in the effective interest rate would cause an increase or decrease in interest expense under our Term Loan Facility of $4.0 million and $0.0 million (due to our interest rate floor), respectively, over the next 12 months and an increase or decrease of 1% in the effective rate would cause an increase or decrease in interest under our Floor Plan Facility of approximately $6.2 million over the next 12 months. We do not use derivative financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future.

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BUSINESS

Our Company

We believe our Good Sam branded offerings provide the industry's broadest and deepest range of services, protection plans, products and resources, including: extended vehicle service contracts and insurance protection plans, roadside assistance, membership clubs and financing products. A majority of these programs are on a multi-year or annually renewable basis. Across our extended vehicle service contracts, emergency roadside assistance, property and casualty insurance programs and membership clubs, for each of the years ended December 31, 2015, 2014 and 2013, we experienced high annual retention rates that ranged beween 66% and 74%, 63% and 76% and 64% and 79%, respectively. We also operate the Good Sam Club, which we believe is the largest RV organization in the world, with approximately 1.7 million members as of June 30, 2016. Membership benefits include a variety of discounts, exclusive benefits, specialty publications and other membership benefits, all of which we believe enhance the RV experience, drive customer engagement and provide cross-selling opportunities for our other services, protection plans and products.

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competitor. We provide new and used RVs, repair parts, RV accessories and supplies, RV repair and maintenance services, protection plans, travel assistance plans, RV financing, and lifestyle products and services for new and existing RV owners. Our retail locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. Our retail locations are strategically located in key national RV markets. In 2015, our network generated approximately 3.5 million unique transactions, continuing to build our Active Customer database.

We attract new customers primarily through our retail locations, e-commerce platforms and direct marketing. Once we acquire our customers through a transaction, they become part of our customer database where we leverage customized CRM tools and analytics to actively engage, market and sell multiple products and services. Our goal is to consistently grow our customer database through our various channels to increasingly cross-sell our products and services.

Our Strengths

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service contracts, emergency roadside assistance, property and casualty insurance programs and membership clubs, for each of the years ended December 31, 2015, 2014 and 2013, we experienced high annual retention rates that ranged between 66% and 74%, 63% and 76% and 64% and 79%, respectively. These offerings also include our Retail parts, services and other offerings, which we believe to be stable and more consistent than the sale of new and used vehicles. Concentrating on our Consumer Services and Plan and Retail parts, services and other offerings has allowed us to grow a core of recurring revenue with gross margins of 53.2% and 46.2%, respectively, for the year ended December 31, 2015, which is significantly higher than our consolidated gross margins of 27.4% for the year ended December 31, 2015.

Experienced Team. Our management team has an average of 20 years of industry experience. We offer highly competitive compensation tightly tied to performance, which has allowed us to attract and retain our highly experienced team. Since 2011, our team has increased total revenue from $1,538.5 million to $3,333.3 million for the year ended December 31, 2015, increased net income from $5.4 million to $178.5 million for the year ended December 31, 2015 and increased Adjusted EBITDA from $101.8 million to $253.7 million for the year ended December 31, 2015.

Growth Strategy

•: Targeted Marketing. We continuously work to attract new customers to our existing retail and online locations through targeted marketing, attractive introductory offerings and access to our wide array of resources for RV enthusiasts. We have focused specifically on marketing to the fast-growing demographic of younger market entrants, and through our NASCAR Truck Series and participation at college athletic events and music festivals, we believe we attract an outsized share of younger RV owners to our platform.
•: Greenfield Retail Locations. We establish retail locations in new and existing markets to expand our customer base. Target markets and locations are identified by employing proprietary data and analytical tools. We believe there is ample white space for additional development opportunities which, consistent with most of our locations, have the benefit of what we believe to be low-cost land acquisition prices. We typically take eight to 14 months from site identification until we open the doors to the new store. Since 2011 we have successfully opened 13 new greenfield locations. We intend to continue to open sites that will grow our Active Customer base and present attractive risk-adjusted returns and

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significant value-creation opportunities. Our greenfield locations typically reach profitability within three months.

•: Retail Location Acquisitions. The RV dealership industry is highly fragmented with a large number of independent RV dealers. We use acquisitions of independent dealers as a fast and capital efficient alternative to new retail location openings to expand our business and grow our customer base. While acquired sites typically remain open following an acquisition, in certain instances we may close a location following an acquisition for remodeling for a period of time generally not in excess of eight weeks. We believe our experience and scale allow us to operate these acquired locations more efficiently. Since 2011 we have successfully acquired and integrated 35 new retail locations, and in 2015 we sold two retail locations. Our acquisitions are typically profitable within two full calendar months after an acquisition, with the exception of acquisitions we consider turn-around opportunities, which are typically profitable within two to four months. We intend to continue to pursue acquisitions that will grow our Active Customer base and present attractive risk-adjusted returns and significant value-creation opportunities.

Our Services, Protection Plans, Products and Resources

Through our retail locations, e-commerce platforms and clubs, we offer RV owners and RV enthusiasts the full spectrum of services, protection plans, products and resources that we believe are essential to operate, maintain, protect and to enjoy the RV lifestyle, including, among others:

Good Sam Offerings

Consumer Services and Plans

Extended vehicle service contracts: We offer a mechanical breakdown insurance program developed and offered exclusively for the members of the Good Sam Club and underwritten and insured by QBE Europe Insurance Ltd ("QBE"). The contracts cover the cost of parts, labor and repairs to motorized and towable RVs as well as autos, pick-up trucks and SUVs. The contracts ensure the members will have continuous protection during the life of the contracts. QBE assumes full underwriting risk associated with the contracts and we are compensated on a commission basis. As of June 30, 2016, we had approximately 64,000 contracts in force underwritten by QBE.

Emergency roadside assistance: We offer on-demand roadside assistance for RVs, autos and motorcycles. Our roadside assistance services include towing, jump start, tire change, mobile mechanic and other services. Membership prices range from $80 to $140 per year depending on coverage, with our Good Sam Club members receiving a discount. We contract with Signature's

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Nationwide Motor Club, Inc. to handle dispatch calls through its network of tow providers and we pay a fee per incident or call. As of June 30, 2016, we had approximately 587,000 members in our emergency roadside assistance plan.

Property and casualty insurance programs: We provide third party auto, RV, motorcycle and boat specialty insurance and home insurance through arrangements with underwriters, including National General, Progressive, Nationwide and Safeco. For the year ended December 31, 2015, we sold, through third party insurance providers, insurance policies with an aggregate value of $190 million. We do not share the underwriting risk of the insurance programs and we receive a marketing fee based on the amount of premium paid to the insurance providers.

Membership clubs: We operate two membership clubs: The Good Sam Club and the Coast to Coast Club. The Good Sam Club members enjoy savings on purchases at Camping World retail locations, discounts on nightly rates at affiliated Good Sam RV parks and other benefits related to the RV lifestyle. The Good Sam Club is the largest RV enthusiast organization in the world. The Coast to Coast Club provides access to, and savings at, private membership campgrounds and other travel related benefits. As of June 30, 2016, we had approximately 1.7 million members across our two clubs.

Vehicle financing and refinancing: We market third party financing and refinancing solutions for new and used RVs and boats through an arrangement with Essex Credit, a Division of Bank of the West. Essex Credit provides the financing and assumes full underwriting and credit risk, and we receive a marketing fee based on the referred business.

Travel protection: We contract with On Call International to offer travel protection plans through Good Sam TravelAssist , where On Call International primarily assumes the underwriting risk. The plans provide 24/7 coverage for medical assistance and care, medical evacuation, emergency travel services, emergency dental care and return-home services. Prices range from $70 to $130 per policy per year depending on coverage. As of June 30, 2016, we had approximately 164,000 contracts in force primarily underwritten by On Call International.

Co-branded credit cards: We contract with Visa and Comenity Capital Bank to offer a Good Sam -- Camping World Visa® branded credit card. Cardholders receive enhanced rewards points, which are referred to as REC rewards, for money spent at our retail locations, on our e-commerce platforms and at private campgrounds across the U.S. and Canada. As of June 30, 2016, we had approximately 118,000 issued and open co-branded credit card accounts.

Consumer activities and resources:

•: Membership events and chapters: Our Good Sam Club collaborates with parks and campgrounds across the country to organize numerous events for its members. In addition, we have approximately 1,200 Good Sam Chapters across North America, which comprise smaller groups of members within the Good Sam Club that share common interests. Chapters hold campouts, plan social events and organize community volunteer opportunities. In 2016, our Good Sam Club and Chapters anticipate hosting over 90 events, which provide the social interaction associated with the RV lifestyle.
•: Consumer shows: During 2015, we promoted 22 separate consumer shows in 18 different cities in 12 different states. The primary focus of these consumer shows is to promote the RV lifestyle with the sales of new RVs, accessories and destination options. During 2015, the shows attracted in excess of 213,000 participants. These shows provide a strategic opportunity to expose first time buyers and existing RV enthusiasts to our products and services. To encourage participation by our Good Sam Club members, we offer members a 50% discount on admission fees.

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•: Trip planning, travel directories and campground / fuel discount programs: We help RV enthusiasts with trip planning in a variety of ways. On our Good Sam website, www.goodsamclub.com , and through our printed travel and campground directory, Good Sam RV Travel and Savings Guide , RV enthusiasts can plan trips by, among other things, searching campgrounds based on destination or particular needs and reading reviews. Good Sam Members can search for parks that offer the Good Sam Club discount. Our fuel discount program, Good Sam Club Swipe & Save , enables our members to purchase gas, diesel and propane at discounted prices. Currently, members enjoy a 3 cent discount per gallon of gas and diesel at service stations.
•: Consumer magazines: We produce Trailer Life and MotorHome, two monthly consumer publications with an average monthly circulation in 2015 of 262,900 and 166,800, respectively. Both publications are produced in print and digitally and cater to the RV enthusiasts. Each publication is well recognized in the industry, with Trailer Life celebrating its 75 ^th anniversary in June 2016. In addition, we produce an annual RV Buyers Guide, which is sold on newsstands and distributed at most consumer shows free with the purchase of admission.
•: E-commerce and social media: We use digital media extensively to market, sell and communicate with our customers and members. Each of our businesses has a distinct Web presence where consumers can learn about the services we provide, get rate quotes (as applicable), make purchases and interact with us on an ongoing basis. We make use of cross-selling and on-site marketing to present additional products to consumers as they visit our websites and transact business with us. We are active on social media, including Facebook, to support and promote the RV lifestyle, to engage with our customers and to reach potential new customers on an ongoing basis.
•: Contact centers and technical hotline: We operate two multi-channel, full-service contact centers with over 260 seats. RV enthusiasts call, email, Internet chat and use social media to contact us regarding products, consumer services and protection plans, concerns and anything else related to the RV lifestyle. For the year ended December 31, 2015, our contact centers handled over 2.2 million calls and responded to over 150,000 emails.
•: Hosted online forums: RV.net , an Internet based hosted forum, experienced more than 7.5 million visitor sessions in 2015. With volunteer moderators ensuring a positive user experience, RV owners use RV.net to share information about the RV lifestyle, for assistance with "do it yourself" projects and to otherwise discuss all matters associated with RVing.

Camping World Offerings

New and Used Vehicles

New Vehicles: We offer a comprehensive selection of new RVs across a range of price points, classes and floor plans, from entry level travel trailers to Class A diesel pushers, at our retail locations and on our e-commerce platform. We have formed strategic alliances with leading RV manufacturers, including Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc. The table below sets forth certain information on our primary offerings for the year ended December 31, 2015.

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Used Vehicles: We sell a comprehensive selection of used RVs at our retail locations, including the vehicle types listed in the table above. The primary source of used RVs is through trade-ins at the time of the sale of new and used RVs. Used RVs are generally reconditioned in our service departments prior to sale. Used RVs that do not meet our standards for retail sale are typically sold at wholesale auctions.

For the year ended December 31, 2015, we sold approximately 40,200 new and 35,500 used vehicles at our retail locations and through our e-commerce platforms.

Parts, Services and Other

Repair and Maintenance: We offer repair and maintenance services at our 120 retail locations nationwide and perform warranty repairs for RVs. With over 1,200 RV technicians, we are equipped to offer comprehensive repair and maintenance services for most RV components.

Installation of parts and accessories: Our full service repair facilities enable us to install all parts and accessories that we sell in our retail locations, including, among other items, towing and hitching products, satellite systems, braking systems, leveling systems and appliances. While other RV dealerships may be able to install RV parts and accessories and other retailers may be able to sell certain parts and accessories, our ability to both sell and install necessary parts and accessories affords us a competitive advantage over online retailers and big box retailers that do not have service centers designed to accommodate RVs and over RV dealerships that do not offer a comprehensive inventory of parts and accessories.

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Collision repair: We offer collision repair services at most of our service centers, and over 30% of our service facilities are equipped with full body paint booths. Our facilities are equipped to offer a wide selection of collision repair services, including fiberglass front and rear cap replacement, windshield replacement, interior remodel solutions and paint work. We perform collision repair services for a wide array of insurance carriers, including Progressive, National General and Nationwide.

OEM and aftermarket parts and accessories: Through our retail stores and e-commerce platform, we offer a comprehensive range of original and aftermarket RV parts, accessories and supplies, including towing and hitching, satellite and GPS systems, appliances and furniture, leveling systems, breaking systems, generators and electrical products, supplies and other products necessary or desirable for the RV enthusiast and RV lifestyle.

Dealership Finance and Insurance

Vehicle financing: Through arrangements with third party lenders, such as Bank of America, Bank of the West, US Bank, Ally Bank and M&T Bank, and other regional and local banks and credit unions, we are able to provide financing for most new and used RVs we sell through our retail locations. Generally, our financing transactions are structured through long-term retail installment sales contracts (with terms of up to 20 years), which we enter into with our customers on behalf of our third party lenders, which have provided initial, non-binding approval to assume our position as creditor. The retail installment sales contracts are assigned on a non-recourse basis, with the third party lender assuming underwriting and credit risk. In 2015, we arranged financing transactions for approximately 60% of our total annual number of new and used units sold.

Protection Plans: We offer and sell a variety of protection plans and services to the purchasers of our RVs as part of the delivery process, including, among others, our Good Sam branded extended vehicle service contracts, emergency roadside assistance and travel assist plans, and gap, wheel, tire and fabric protection plans. These products are primarily underwritten and administered by independent third parties, and we are primarily compensated on a commission basis.

Customers and Markets

In 2015, approximately 374,000 new RVs were shipped with a total retail value of $16.5 billion. Overall, from 2009 to 2015, the number of RV shipments grew by 15% annually and the retail value of RV shipments grew by 21% annually. There are two main categories of RVs: motorhomes (motorized units) and towables (units that are towed behind a car, van or pickup). Motorized units include Class C Motorhomes, with prices for new units typically ranging from $50,000 to $100,000, Class A Gas Motorhomes, with prices for new units typically ranging from $65,000 to $160,000, Class A Diesel Motorhomes, with prices for new units typically ranging from $120,000 to $500,000,

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and Class B Motorhomes, with prices for new units typically ranging from $71,000 to $104,000. Towable units include travel trailers with prices for new units typically ranging from $8,000 to $60,000 and fifth wheel trailers, with prices for new units typically ranging from $24,000 to $90,000. According to data gathered by Statistical Surveys, Inc., which tracks the number of RV registrations in every state except Hawaii and Alaska, from 2009 to 2015, the annual new unit sales growth of diesel motorhomes, gas motorhomes and towables was 2.3%, 16% and 11.2%, respectively. RV manufacturers are now producing more innovative models, such as lightweight towables and smaller, fuel efficient motorhomes. In addition, green technologies, such as solar panels and energy efficient components are appearing on an increasing number of RVs.

Generally, used RVs are sold at a lower price level than comparable new RVs and the sale of used vehicles has historically been more stable through business cycles than the sale of new vehicles.

We believe RV trips remain the least expensive type of vacation and allow RV owners to travel more while spending less. RV trips offer savings on a variety of vacation costs, including, among others, airfare, lodging and dining. While fuel costs are a component of the overall vacation cost, we believe fluctuations in fuel prices are not a significant factor affecting a family's decision to take RV trips. We believe the average annual mileage use of an RV is between 3,000 miles and 5,000 miles.

Our Camping World Stores

As of June 30, 2016, we operated 120 Camping World retail locations across 36 states. Our retail locations are strategically located in key RV markets. Generally, our retail locations provide repair and installation services, collision repair, parts, services and accessories for RVs and RV enthusiasts, and 103 of our locations sell new and used RVs. We believe our retail store strategy of offering a comprehensive range of parts, services, accessories, products, and in most instances,

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new and used RVs, generates powerful cross-selling opportunities. The following map shows our retail location footprint as of June 30, 2016:

Store Design and Layout

We present our broad and deep array of services, protection plans, products and resources in a convenient and engaging atmosphere to meet the everyday needs of RV enthusiasts. Our retail locations generally range in size from approximately 30,000 to 45,000 square feet and are typically situated on approximately eight to 18 acres. Approximately 15% of typical retail location floor space is devoted to a new and used RV sales area; approximately 25% is devoted to the sale of RV parts, services, accessories and products, a customer service area and a technical information counter; approximately 55% is comprised of a service, repair and installation facility, which generally contains 8 to 30 repair, installation and collision bays; and approximately 5% is allocated to office and warehouse space. Large parking areas provide sufficient space to facilitate maneuvering of RVs, and the area devoted to new and used RV inventory typically ranges from five to 12 acres.

Our retail locations feature service centers staffed with expert, in-house trained product specialists and are equipped with merchandise demonstrations to assist in educating customers about RV performance products. Our retail locations also provide opportunities to promote a more interactive and consultative selling environment. Our staff is trained to cross-sell and explain the benefits of our breadth of services, protection plans and products to which our customers have become accustomed, such as extended service contracts, emergency roadside assistance products, club memberships, discount camping and travel assistance.

We regularly refresh our retail locations to enhance the customers' shopping experience and maximize product and service offerings. New products and services are introduced in order to capitalize on the advances of the RV industry and to satisfy our customers' needs. Store dress, promotional signage and directional signage are also periodically refreshed to further enhance our customers' shopping experience at our retail locations.

Expansion Opportunities and Site Selection

Our disciplined expansion and acquisition strategy focuses on growing our Active Customer base. We have developed a rigorous and flexible process that employs proprietary data and analytical tools to identify target markets for new store openings and acquisitions. We select sites for new locations or evaluate acquisition opportunities based on criteria such as local

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demographics, traffic patterns, proximity to RV parks and campgrounds, proximity to major interstates, analytics from our Active Customer database, RV sales and registrations, product availability and availability of attractive acquisition and/or lease terms. Members of our development team spend considerable time evaluating markets and prospective sites. Our prospective sites are typically located on major highways with convenient access and high visibility. Depending on market demographics, our prospective sites generally include eight to 18 acres and accommodate a 30,000 to 45,000 square foot retail footprint and five to 12 acres for RV inventory. Our greenfield locations typically reach profitability within three months. Acquisitions are typically profitable within two full calendar months after an acquisition, with the exception of acquisitions we consider turn-around opportunities, which are typically profitable within two to four months.

As the market leader, with a scalable cost structure, we have an established track record of successful acquisitions. Over the last three years ended December 31, 2015, we have spent over $100 million on 11 acquisitions that included 14 retail locations, at multiples of acquired EBITDA in the low mid-single digit range. We expect most acquisitions to result in cash-on-cash payback periods of under a year, and have designed an identification, assessment, negotiation, acquisition, and closing set of processes and procedures that allow us to move quickly on opportunities.

Store Level Management and Training

Our President of Camping World oversees all retail operations. Our retail locations are each managed by a vice president of operations, each of whom is typically responsible for eight to 21 retail locations. Depending on the number of retail locations managed by any vice president of operations, the vice president of operations may have one or more market managers responsible for a smaller number of retail locations. Our vice presidents of operations have, on average, over 21 years of experience in the RV industry and have been employed by us for 11 years, on average.

Each retail location employs a general manager or a general sales manager (in either case, the "GM") that has responsibility for the daily operations of the retail location. Areas of responsibility include inventory management, hiring, associate training and development, maintenance of the facilities, customer service and customer satisfaction. A GM's management team includes a sales manager, a parts and accessories manager, a service manager, and a finance and insurance manager to help oversee the operations of each retail location department. A typical retail location employs approximately 40 to 100 full-time equivalent employees.

We employ a national director of inventory and a centralized inventory management team to oversee our RV inventory and provide consistency and controls in the ordering, purchasing and distribution of RV inventory. We also employ a national director of service, a national director of parts and accessories, and a national director of finance and insurance to assist in the management and training for the respective areas.

We actively seek to improve our ability to assess talent during the interview process and hire talented people and provide extensive training programs and opportunities for our employees, including, among others, new-hire training and orientations, e-learning and training modules, national training directors and certification programs for our RV technicians.

Product Sourcing and Distribution

Sourcing

New and Used RVs

We generally acquire new RVs for retail sale directly from the applicable manufacturer. We have strategic contractual arrangements with leading RV manufacturers, including Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc., with such

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manufacturers supplying approximately 54%, 14%, 13% and 12%, respectively, of our new RV inventory as of June 30, 2016. According to each such company's latest Annual Report on Form 10-K, we are the largest customer of Thor Industries, Inc. and Winnebago Industries, Inc., representing 17% and 18% of these suppliers' latest fiscal year revenue, respectively. We maintain a central inventory management and purchasing group to manage and maintain adequate inventory levels and mix. RVs are transported directly from a manufacturer's facility to our retail locations via a third party transportation company.

Our strategy is to partner with financially sound manufacturers that make quality products, have adequate manufacturing capacity and distribution, and maintain an appropriate product mix. In certain instances, our manufacturing partners produce private label products exclusively available at our retail locations and through our e-commerce platforms.

Our supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry. Our dealer agreements with manufacturers are generally made on a location-by-location basis. The terms of these dealer agreements are typically subject to, among other things, us meeting all the requirements and conditions of the manufacturer's applicable programs, us maintaining certain minimum inventory requirements and meeting certain retail sales objectives, us performing services and repairs for all owners of the manufacturer's RVs (regardless from whom the RV was purchased) that are still under warranty and us carrying the manufacturer's parts and accessories needed to service and repair the manufacturer's RVs in stock at all times, us actively advertising and promoting the manufacturer's RVs and us indemnifying the manufacturer under certain circumstances. Our dealer agreements generally designate a specific geographical territory for us, which is often exclusive to us, provided that we are able to meet the material obligations of the applicable dealer agreement. In addition, many of our dealer agreements contain stocking level requirements and certain of our dealer agreements contain contractual provisions concerning minimum advertised product pricing for current model year units. Wholesale pricing is generally established on a model year basis and is subject to change in the manufacturer's sole discretion. In certain cases, the manufacturer may also establish a suggested retail price, below which we cannot advertise that manufacturer's RVs.

We generally acquire used RVs from customers, primarily through trade-ins, as well as through auctions and other sources, and we generally recondition used RVs acquired for retail sale in our parts and service departments. Used RVs that we do not sell at our retail locations generally are sold at wholesale prices through auctions.

We finance the purchase of substantially all of our new RV inventory from manufacturers through our Floor Plan Facility. Used vehicles may also be financed from time to time through our Floor Plan Facility. For more information on our Floor Plan Facility, see "Description of Certain Indebtedness — Floor Plan Facility."

Parts and Accessories

The purchasing activities for our parts and accessories departments are focused on RV maintenance products, outdoor lifestyle products, RV parts and accessories, such as, among others, generators and electrical, satellite receivers and GPS, towing and hitching products and RV appliances, essential supplies and other products and services necessary or desirable for the RV lifestyle. We maintain central purchasing, replenishment and distribution functions to manage inventory planning, allocate merchandise to our retail locations and oversee the replenishment of basic merchandise to our distribution centers. We have no long-term purchase commitments. During the year ended December 31, 2015, we purchased merchandise from approximately 1,300 vendors with no vendor accounting for more than approximately 7% of total merchandise purchased. During the year ended December 31, 2015, approximately 10% of our merchandise was imported directly from vendors located in foreign countries, with a substantial portion of the

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imported merchandise being obtained directly from vendors in China. We have established long-standing, continuous relationships with our largest vendors. We believe that the volume of merchandise we purchase from domestic and international suppliers and our ability to buy direct from manufacturers enables us to obtain merchandise at costs which compare favorably to local RV dealers and retailers.

Our merchant team located in Bowling Green, Kentucky currently manages our parts and accessories sourcing. To ensure our product offerings are tailored to local market conditions and demand, our merchant team routinely meets one-on-one with vendors, attends trade shows, reviews trade periodicals and evaluates merchandise offered by other retail and online merchants. We also consistently gather feedback and new product reviews from our store management and employees, as well as from reviews submitted by our customers. We believe this feedback is valuable to our vendor-partners and improves our access to new models and technologies.

Distribution and Fulfillment

We distribute our merchandise from two leased distribution and fulfillment centers located in Franklin, Kentucky and Bakersfield, California, which are 250,000 and 169,123 square feet, respectively. The distribution centers support replenishment of parts and accessories for our 120 retail locations and manage the fulfillment of direct-to-consumer e-commerce and catalog orders. We use common carriers for replenishment of our retail locations and ship merchandise to our e-commerce customers via courier service. An experienced distribution management team leads a staff of approximately 110 full time distribution center employees.

Our distribution centers have scalable systems and processes that we believe can accommodate continued new store growth. We use an Oracle enterprise system to procure inventory, manage online customer and retail demand and fulfill orders through the warehouse management module. Additionally, we have customized an order packing and shipping software package to handle the specific requirements of the e-commerce and retail business. We have the capability to both case pick and item pick, which is designed to ensure our retail locations have sufficient quantities of product while also allowing us to maintain in inventory slow moving but necessary items. This balance allows us to stock the right products at the necessary locations, all at the right time and in the correct quantity.

We plan to open a third distribution and fulfillment center in Fort Worth, Texas in the second half of 2016, which will add approximately 200,000 square feet of warehouse space. We are leasing the location from a third party, and expect to initially invest approximately $3.6 million in capital expenditures for fixtures, equipment and computer hardware and software. We anticipate annual operating costs for the distribution center primarily for labor and rent, which we believe will be partially offset by reduced labor costs at the existing two distribution centers as a portion of the work load will be shifted to the new facility. In addition, savings in shipping costs are expected due to the proximity of the distribution center to certain of our stores.

Marketing and Advertising

We market our Good Sam branded offerings through retail point of sale, websites, e-mail, direct mail, inserts, paid search, space advertisements, promotional events, member-get-a-member campaigns, and telemarketing. In 2015, retail point of sale marketing efforts accounted for approximately 69% of new paid enrollments in our Good Sam Club. We generally use our internal proprietary database for marketing and advertising. We have over 11 million unique contacts in our database and we have approximately 3.3 million Active Customers.

We market our Camping World brand through the strategic location of our retail stores in high traffic RV areas, in-store promotions, our websites, mail order catalogs, direct mail retail flyers, local

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TV and radio, RV and outdoor shows, billboards, newspaper, email, paid search, advertisements in national and regional industry publications, vendor co-op advertising programs, promotional events, and personal solicitations and referrals. Camping World's principal marketing strategy is to capitalize on its broad name recognition among RV owners.

We currently operate an extensive network of RV lifestyle related websites, including www.goodsamclub.com , www.campingworld.com and www.goodsamcamping.com , that experienced more than 60 million visitor sessions in 2015. Our websites feature RV and RV lifestyle associated content, as well as the ability to purchase parts, services and accessories that enhance the RV lifestyle. We believe our network of websites provide RV owners and enthusiasts with the most expansive access to RV related content and e-commerce in the RV industry. Our websites also allow RV owners and enthusiasts to read about the RV lifestyle, make purchases and gather more information about RV parks and other RV-related entities.

In addition to websites, our digital presence includes apps and services that enable current and potential RV owners and enthusiasts to research RVs, read product reviews written by RV experts and other RV owners and enthusiasts, plan RV trips (including mapping routes and planning which RV parks to visit) and purchase thousands of products to support their RV lifestyle. We use various digital tools and services to foster the RV lifestyle and to introduce new and/or future RV owners and enthusiasts to our network of websites and the products and services we offer. Our wide reaching digital presence provides extensive marketing for the products and services we sell, while providing the RV community with access to valuable content and tools to enhance the RV lifestyle.

We also use promotional events as marketing tools. During 2015, we operated 22 consumer shows in 18 cities across 12 states, which are primarily RV, boat and sport shows. The total audience of RV, boating, powersports and outdoor recreation enthusiasts who attended our shows during 2015 exceeded 213,000. In addition, we have sponsored sporting events such as the NASCAR Camping World Truck Series, NASCAR Sprint Cup Series races and the College Football Camping World Independence Bowl. Periodically, we promote the opening of each new retail location through grand opening celebrations at which we may have discounted prices and special events.

E-Commerce Platform and Digital Strategy

General

We believe our websites and other digital marketing channels enable us to provide instant, on-demand access to the wide array of content, products and services we offer. Our content, such as RV park descriptions, ratings and user reviews, encourage RV owners and enthusiasts, whether or not current customers or members, to visit our websites.

We use a combination of targeted email, social media and e-newsletters to promote ongoing communication with our customers and members. We believe that by communicating with our customers and members on an ongoing basis, we build affinity and the likelihood of a continued consumer to business relationship.

We believe our websites help attract new customers who may not live near one of our retail locations, who desire to transact business online or who are discovering us for the first time. Additionally, we believe many people who transact at our retail locations visit our websites prior to visiting our retail locations. To attract new customers to our websites we use a combination of online marketing methods, including social media, paid search, search engine optimization and other web-based marketing methods. We test new online marketing methods on an ongoing basis. Once a customer interacts with us online and elects to receive our e-newsletters and/or promotional emails, we offer ongoing email-based content delivery and promotions. We also use customer data to enable cross-selling of complementary products and services.

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Our Camping World website works in concert with our retail locations and logistics operations, with orders for stocked inventory shipped from the same distribution centers that support our network of retail locations. We currently offer approximately 18,000 products on www.campingworld.com , which includes products that are not available in our retail locations. To further support sales, we make use of various affiliate relationships, which helps us reach the RV community across a wide array of websites.

We continually invest in our network of websites and point of sale technology. Knowing our customers' purchasing history provides us with the opportunity to have a greater understanding of the wants and needs of our customers. Our websites enable simplified access to all Good Sam content and services in an integrated fashion through www.goodsam.com . The Camping World website, www.campingworld.com , features product search and optimized product presentation, as well as a simpler checkout process. Over time, we plan to further improve our websites to support an increased use of customer profile and past purchase information, enabling us to present more relevant products and services to returning members and customers.

Customer Service

We believe customer service and access to a live person is a critical component of our digital marketing and sales operation. Our sales and customer service centers in Englewood, Colorado and Bowling Green, Kentucky are multi-channel, full-service contact centers. RV enthusiasts call, email, Internet chat and use social media to contact us regarding products, consumer services and protection plans, concerns and anything else related to the RV lifestyle. RV enthusiasts can also speak with our customer service specialists for help with orders, to receive answers to questions and to make purchases for any product offered through our websites.

Our contact center in Englewood, Colorado is an approximately 230-seat contact center that is over 20,000 square feet. For the year ended December 31, 2015, the Englewood, Colorado contact center handled approximately 2.1 million calls and responded to over 150,000 emails. Our contact center in Bowling Green, Kentucky provides service and support to the Camping World internet and catalog product sales. This contact center also houses a retail support team that handles our retail location overflow calls. For the year ended December 31, 2015, this team handled over 150,000 calls. Our dual contact centers give us the opportunity to establish redundant systems that provide back up in the event of a natural disaster, electrical problems or weather issues that may affect either location.

Our contact center specialists are extensively trained to assist customers with complex orders and provide a level of service that leads to long-term customer relationships. In addition, our quality assurance team monitors contacts daily and provides the leadership team with tools to maintain sales and service standards. With low turnover, we retain our employees longer than the industry average, which we believe allows our callers to be assisted by experienced contact center agents who are familiar with the RV lifestyle and our services, protection plans and products.

Management Information Systems

We utilize sophisticated computer systems to support our operations, including a third party dealer management system, point-of-sale registers ("POS"), enterprise resource planning system, supply chain management system, CRM, event business management system and marketing database. In addition, we utilize proprietary membership systems and data warehouses to provide analytical views of our data.

To support the applications, we have multiple data centers with advanced servers, storage and networking capabilities. We have a secure wide area network that facilitates communication within

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and between our offices and provides both voice and data services. Business critical systems are replicated in real time and all systems are protected with on and off site backups.

A database containing all customer activity across our various businesses and programs has been integrated into our websites and contact centers. Comprehensive information on each customer, including a profile of the purchasing activities, is made available to our CRM, POS and marketing database. We utilize information technology and analytics to actively market and sell multiple products and services to our Active Customers, including list segmentation and merge and purge programs, to select prospects for direct mail solicitations and other direct marketing efforts. We employ publishing software for publication makeup, content and advertising to support our publications operations.

Our management information systems and electronic data processing systems consist of an extensive range of retail, mail order, financial and merchandising systems, including purchasing, inventory distribution and logistics, sales reporting, accounts payable and merchandise management. Our POS and dealer management systems report comprehensive data in near real time to our data warehouses, including detailed sales volume, inventory information by product, merchandise transfers and receipts, special orders, supply orders and returns of product purchases to vendors. The registers capture Good Sam Club member numbers and associated sales and references to specific promotional campaigns. In conjunction with its nightly polling, our central computer sends price changes to registers at the point of sale. Management monitors the performance of each retail location and mail order operations to evaluate inventory levels, determine markdowns and analyze gross profit margins by product.

Competition

We face competition in all of our business segments. We believe that the principal competitive factors in our industry are breadth and depth of product selection, value pricing, convenient retail locations, technical services and customer service. Our competitors vary in size and breadth of their product offerings. We compete directly or indirectly with the following types of companies:

•: major national insurance and warranty companies, providers of roadside assistance and providers of extended vehicle service contracts;
•: other dealers of new and used RVs for sale;
•: other specialty retailers that compete with us across a significant portion of our merchandising categories through catalog or e-commerce businesses; and
•: online retailers.

Trademarks and Other Intellectual Property

We own a variety of registered trademarks and service marks related to our brands and our services, protection plans, products and resources, including Good Sam and Camping World. We also own the copyrights to certain articles in our publications and numerous domain names, including www.goodsamclub.com and www.campingworld.com , among others. We believe that our trademarks and other intellectual property have significant value and are important to our marketing efforts. We do not know of any material pending claims of infringement or other challenges to our right to use our intellectual property in the United States or elsewhere.

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Government Regulation

Our operations are subject to varying degrees of federal, state and local regulation, including our RV sales, vehicle financing, outbound telemarketing, direct mail, roadside assistance programs, extended vehicle service contracts and insurance activities. These laws and regulations include consumer protection laws, so called "lemon laws," privacy laws, escheatment laws, anti-money laundering laws and other extensive laws and regulations applicable to new and used vehicle dealers, as well as a variety of other laws and regulations. These laws also include federal and state wage and hour, anti-discrimination and other employment practices laws. Furthermore, new laws and regulations, particularly at the federal level, may be enacted that could also affect our business. See "Risk Factors — Risks Related to Our Business — Our business is subject to numerous federal, state and local regulations."

Motor Vehicle Laws and Regulations

Our operations are subject to the National Traffic and Motor Vehicle Safety Act, Federal Motor Vehicle Safety Standards promulgated by the United States Department of Transportation and the rules and regulations of various state motor vehicle regulatory agencies. We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called "lemon laws." Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the weight, length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal.

Our financing activities with customers are subject to federal truth-in-lending, consumer leasing and equal credit opportunity laws and regulations as well as state and local motor vehicle finance laws, leasing laws, installment finance laws, usury laws and other installment sales and leasing laws and regulations, some of which regulate finance and other fees and charges that may be imposed or received in connection with motor vehicle retail installment sales. Claims arising out of actual or alleged violations of law may be asserted against us or our retail locations by individuals, a class of individuals, or governmental entities and may expose us to significant damages or other penalties, including revocation or suspension of our licenses to conduct retail operations and fines.

The Dodd-Frank Act, which was signed into law on July 21, 2010, established the CFPB, an independent federal agency funded by the United States Federal Reserve with broad regulatory powers and limited oversight from the United States Congress. Although automotive dealers are generally excluded, the Dodd-Frank Act could lead to additional, indirect regulation of automotive dealers, in particular, their sale and marketing of finance and insurance products, through its regulation of automotive finance companies and other financial institutions. In March 2013, the CFPB issued supervisory guidance highlighting its concern that the practice of automotive dealers being compensated for arranging customer financing through discretionary markup of wholesale rates offered by financial institutions ("dealer markup") results in a significant risk of pricing disparity in violation of the ECOA. The CFPB recommended that financial institutions under its jurisdiction take steps to address compliance with the ECOA, which may include imposing controls on dealer markup, monitoring and addressing the effects of dealer markup policies, and eliminating dealer discretion to markup buy rates and fairly compensating dealers using a different mechanism that does not result in disparate impact to certain groups of consumers.

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Insurance Laws and Regulations

As a marketer of insurance programs, we are subject to state rules and regulations governing the business of insurance including, without limitation, laws governing the administration, underwriting, marketing, solicitation and/or sale of insurance programs. The insurance carriers that underwrite the programs that we sell are required to file their rates for approval by state regulators. Additionally, certain state laws and regulations govern the form and content of certain disclosures that must be made in connection with the sale, advertising or offer of any insurance program to a consumer. We review all marketing materials we disseminate to the public for compliance with applicable insurance regulations. We are required to maintain certain licenses and approvals in order to market insurance programs.

Marketing Laws and Regulations

The Federal Trade Commission (the "FTC") and each of the states have enacted consumer protection statutes designed to ensure that consumers are protected from unfair and deceptive marketing practices. We review all of our marketing materials for compliance with applicable FTC regulations and state marketing laws.

Our e-commerce business is subject to the Mail or Telephone Order Merchandise Rule and related regulations promulgated by the FTC which affect our catalog mail order operations. FTC regulations, in general, govern the solicitation of orders, the information provided to prospective customers, and the timeliness of shipments and refunds. In addition, the FTC has established guidelines for advertising and labeling many of the products we sell.

In 2003, the FTC amended its Telemarketing Sales Rule to establish a National "Do-Not-Call" Registry. As of September 2015, the "Do-Not-Call" Registry included approximately 222 million phone numbers. To comply with the rule, companies are required to match their call lists against the "Do-Not-Call" Registry prior to conducting outbound telemarketing and remove the names of consumers who have requested they not be called. In addition, the amended Telemarketing Sales Rule requires additional disclosures and sales practices for goods and services sold over the phone. We match our call lists with the "Do Not Call Registry" and implement telemarketing scripts to comply with this regulation.

On December 29, 2010, federal legislation entitled the "Restore Online Shoppers' Confidence Act" was enacted ("ROSCA"). The legislation prohibits the acquisition of consumers' credit or debit card account numbers automatically from our partners when a consumer enrolls in one of our programs immediately after making a purchase through one of our partners' websites and requires additional disclosure relating to the online marketing of, and billing for, membership programs in the online post-transaction environment. We have put procedures in place to address compliance with ROSCA.

Effective October 2011, Florida passed legislation similar to ROSCA, but with some additional requirements, and effective January 2012, Oregon passed legislation regulating free trial offers. The Florida law, like ROSCA, requires that an online post-transaction third party seller must obtain the express informed consent of the consumer to the sale by obtaining from the consumer the full account number of the account to be charged. The Florida law also requires that online post-transaction third party sellers must send a written notice confirming the transaction to the consumer by first class U.S. mail or by email. The Oregon legislation prohibits a person from causing a consumer to incur a financial obligation as a result of accepting a free offer unless the person obtains the consumer's billing information directly from the consumer. We have put procedures in place to address compliance with these laws.

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In addition to the discussion of the Dodd-Frank Act above in connection with our automotive activities, see "— Motor Vehicle Laws and Regulations," we are also subject to Dodd-Frank Act in connection with our various marketing efforts.

Environmental, Health and Safety Laws and Regulations

Most of our retail locations utilize aboveground storage tanks, and to a lesser extent underground storage tanks, primarily for petroleum-based products. Storage tanks are subject to periodic testing, containment, upgrading and removal requirements under the Resource Conservation and Recovery Act and its state law counterparts. Clean-up or other remedial action may be necessary in the event of leaks or other discharges from storage tanks or other sources. In addition, water quality protection programs under the federal Water Pollution Control Act (commonly known as the Clean Water Act), the Safe Drinking Water Act and comparable state and local programs govern certain discharges from some of our operations. Similarly, air emissions from our operations, such as RV painting, are subject to the federal Clean Air Act and related state and local laws. Certain health and safety standards promulgated by the Occupational Safety and Health Administration of the United States Department of Labor and related state agencies also apply.

Although we incur costs to comply with applicable environmental, health and safety laws and regulations in the ordinary course of our business, we do not presently anticipate that such costs will have a material adverse effect on our business, financial condition or results of operations. We do not have any material known environmental commitments or contingencies.

Insurance

We use a combination of insurance and self-insurance plans to provide for the potential liabilities for workers' compensation, product liability, general liability, business interruption, property insurance, director and officers' liability insurance, environmental, vehicle liability and employee health-care benefits. Liabilities associated with the risks that are retained by us are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. Where we have retained risk through self-insurance or similar arrangements, we utilize third party actuarial firms to assist management in assessing the financial impact of risk retention. Our results could be adversely affected by claims and other expenses related to such plans and policies if future occurrences and claims differ from these assumptions and historical trends.

Employees

As of June 30, 2016, we had 7,139 full-time and 305 part-time or seasonal employees. None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we have had no labor-related work stoppages. We believe that our employee relations are good.

Properties

We typically lease all of the real properties where we have operations. Our real property leases generally provide for fixed monthly rentals with annual escalation clauses. The table below sets

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forth certain information concerning our offices and distribution centers and the lease expiration date includes all stated option periods.


	Square Feet	Acres	Lease Expiration ⁽¹⁾

Office Facilities:
Lincolnshire, IL (Corporate headquarters and Dealership headquarters)	25,900		2024
Denver, CO (Consumer services and plans operations, customer contact and service center and information system functions)	60,000		2054
Bowling Green, KY (Retail administrative and information systems functions)	33,947		2054
Oxnard, CA (Publishing and administrative)	10,254		2024
Retail Distribution Centers:
Bakersfield, California	169,123	13.1	2053
Franklin, Kentucky	250,000	33.0	2035

⁽¹⁾: Assumes exercise of applicable lease renewal options.

We also lease 120 retail locations in 36 states where we operate our retail locations. These retail locations generally range in size from approximately 30,000 to 45,000 square feet and are typically situated on approximately eight to 18 acres. The leases for our retail locations typically have terms of 15 to 20 years, with multiple renewal terms of five years each. These leases are typically "triple net leases" that require us to pay real estate taxes, insurance and maintenance costs.

The following table lists the location by state of our 120 retail locations open as of June 30, 2016:


	Number of Retail Locations		Number of Retail Locations

Alabama	4	Nevada	2
Arizona	4	New Hampshire	2
Arkansas	2	New Jersey	2
California	11	New Mexico	1
Colorado	3	New York	3
Florida	14	North Carolina	7
Georgia	5	Ohio	4
Idaho	2	Oklahoma	1
Illinois	1	Oregon	4
Indiana	2	Pennsylvania	2
Iowa	2	South Carolina	5
Kentucky	1	South Dakota	1
Louisiana	3	Tennessee	3
Massachusetts	1	Texas	7
Michigan	3	Utah	3
Minnesota	1	Virginia	2
Mississippi	3	Washington	3
Missouri	4	Wisconsin	2

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Legal Proceedings

We are engaged in various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to employment related matters, breach of contracts, products liabilities, consumer protection and intellectual property matters resulting from our business activities. We do not believe that the ultimate resolution of these pending claims will have a material adverse effect on our business, financial condition or results of operations. However, litigation is subject to many uncertainties, and the outcome of certain individual litigated matters may not be reasonably predictable and any related damages may not be estimable. Some litigation matters could result in an adverse outcome to us, and any such adverse outcome could have a material adverse effect on our business, financial condition and results of operations.

Seasonality

We have experienced, and expect to continue to experience, variability in revenues and net income as a result of annual seasonality in our business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand. On average over the last three years ended December 31, 2015, we generated 29.5% and 28.8% of our annual revenues in the second and third fiscal quarters, respectively, which include the spring and summer months. Additionally, the average quarterly revenue percentage generated over the last three years ended December 31, 2015 from our Consumer Services and Plans segment was 25.0%, 24.7%, 23.1% and 27.3% for the first, second, third and fourth quarters, respectively, and the average quarterly revenue percentage generated over the last three years ended December 31, 2015 from our Retail segment was 21.0%, 29.8%, 29.2% and 19.9% for the first, second, third and fourth quarters, respectively. We incur additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in our retail locations and program costs. For further discussion, see "Management's Discussion and Analysis of Financial Condition and Results of Operations — Seasonality."

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MANAGEMENT

Directors and Executive Officers

The following table provides information regarding our executive officers and members of our board of directors (ages as of September 26, 2016):


Name	Age	Position(s)

Marcus A. Lemonis	42	Chairman and Chief Executive Officer
Thomas F. Wolfe	54	Chief Financial Officer and Secretary
Brent L. Moody	55	Chief Operating and Legal Officer
Roger L. Nuttall	64	President of Camping World
Mark J. Boggess	60	President of Good Sam Enterprises
Stephen Adams	78	Director
Andris A. Baltins	71	Director
Brian P. Cassidy	42	Director
Jeffrey A. Marcus	69	Director
K. Dillon Schickli	63	Director

Background of Executive Officers and Directors

Marcus A. Lemonis has served as Camping World Holdings, Inc.'s Chairman and Chief Executive Officer and on the board of directors of Camping World Holdings, Inc. since its formation, as the President and Chief Executive Officer and on the board of directors of CWGS, LLC since February 2011, as the Chief Executive Officer and on the board of directors of Good Sam Enterprises, LLC since January 2011, as President and Chief Executive Officer and on the board of directors of Camping World, Inc. since September 2006 and as the President and Chief Executive Officer and on the board of directors of FreedomRoads, LLC since May 1, 2003. Mr. Lemonis received a B.A. from Marquette University. Mr. Lemonis' extensive experience in retail, RV and automotive, business operations and entrepreneurial ventures makes him well-qualified to serve as the Chief Executive Officer and the Chairman of our board of directors.

Thomas F. Wolfe has served as Camping World Holdings, Inc.'s Chief Financial Officer since its formation, as the Executive Vice President of Operations of Good Sam Enterprises, LLC from September 2011 through February 2015, the Chief Financial Officer of Good Sam Enterprises, LLC since January 2004 and as the Executive Vice President and Chief Financial officer of CWGS, LLC since January 2011. Previously, Mr. Wolfe served as Good Sam Enterprises, LLC's Senior Vice President and Chief Financial Officer since January 2004. Prior to that time, Mr. Wolfe had been Vice President and Controller of Good Sam Enterprises, LLC since 1997. From 1991 to 1997, Mr. Wolfe was vice president of finance of Convenience Management Group, LLC, a privately-owned distributor of petroleum products and equipment. From 1989 to 1991, Mr. Wolfe was vice president and controller of First City Properties, Inc. From 1983 to 1988, Mr. Wolfe held a variety of staff and management positions at Deloitte & Touche LLP. Mr. Wolfe received a B.S. from California Polytechnic State University, San Luis Obispo.

Brent L. Moody has served as Camping World Holdings, Inc.'s Chief Operating and Legal Officer since its formation, as the Chief Operating and Legal Officer of CWGS, LLC and its subsidiaries since January 1, 2016, as the Executive Vice President and Chief Administrative and Legal Officer of CWGS, LLC from February 2011 to December 31, 2015, as the Executive Vice President and Chief Administrative and Legal Officer of Good Sam Enterprises, LLC from January 2011 to December 31, 2015, as the Executive Vice President and Chief Administrative and Legal Officer of FreedomRoads, LLC and Camping World, Inc. from 2010 until December 31, 2015, as

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Executive Vice President/General Counsel and Business Development of Camping World, Inc. and FreedomRoads, LLC from 2006 to 2010, as Senior Vice President/General Counsel and Business Development of Camping World, Inc. and Good Sam Enterprises, LLC from 2004 to 2006 and as Vice President and General Counsel of Camping World, Inc. from 2002 to 2004. From 1998 to 2002, Mr. Moody was a shareholder of the law firm of Greenberg Traurig, P.A. From 1996 to 1998, Mr. Moody served as vice president and assistant general counsel for Blockbuster, Inc. Mr. Moody received a J.D. from Nova Southeastern University, Shepard Broad Law Center and a B.S. from Western Kentucky University.

Roger L. Nuttall has served as President of Camping World, Inc. since January 2011, as Chief Operating Officer of FreedomRoads, LLC from January 2009 until January 2011 and as Executive Vice President and Chief Financial Officer of FreedomRoads, LLC from November 2003 until December 2015. From 1981 to 1983, Mr. Nuttall was a partner at McKay, Nuttall and Reid, a local accounting and consulting firm. Prior to that time, from 1974 to 1981, Mr. Nuttall held a variety of staff and management positions at Grant Thornton LLP. From 1983 until 2003, Mr. Nuttall served as chief financial officer and member of the board of directors of Blaine Jensen & Sons, Inc., a multi-dealership RV company. Mr. Nuttall received a B.A. from Weber State University.

Mark J. Boggess has served as the President of Good Sam Enterprises, LLC since January 2015 and as President of GS Media & Events, a division of Good Sam Enterprises, LLC, since December 2012. From April 2009 until April 2011, Mr. Boggess served as Chief Financial Officer of DirectBuy, Inc. Prior to that time, Mr. Boggess served as President and Chief Executive Officer of Camping World, Inc. from January 2004 until July 2008. From June 1993 until January 2004, Mr. Boggess served as Senior Vice President and Chief Financial Officer of Good Sam Enterprises, LLC. Previously, from June 1992 until May 1993, Mr. Boggess was vice president and chief financial officer of Hypro Corporation, a privately owned manufacturer of fluid transfer pumps. From June 1989 until June 1992, Mr. Boggess was treasurer of Adams Communications Corporation, a holding company controlled by Stephen Adams, which owned television and radio station operations throughout the United States. Mr. Boggess received a B.B.A. from the University of Cincinnati.

Stephen Adams has served on the board of directors of Camping World Holdings, Inc. since its formation, as the chairman of the board of directors of CWGS, LLC since February 2011, as the chairman of the board of directors of Good Sam Enterprises, LLC since December 1988, as the chairman of the board of directors of Camping World, Inc. since April 1997 and as the chairman of the board of directors of FreedomRoads Holding Company, LLC since February 3, 2005. In addition, Mr. Adams is the chairman of the board of directors and the controlling shareholder of Adams Outdoor Advertising, Inc., which operates an outdoor media advertising business. From November 2011 until April 2012, Mr. Adams inadvertently failed to timely file ownership reports on Forms 4 and 5 and as of the end of calendar year 2011, as of May 15, 2012 and as of the end of calendar year 2012, Mr. Adams mistakenly failed to timely file Schedule 13G amendments with respect to an entity in which he unknowingly accumulated an interest in excess of 5%. As a result, the Securities and Exchange Commission entered an order on September 10, 2014, pursuant to which Mr. Adams agreed to cease and desist from committing or causing any violations of the requirements of Section 13(d) and 16(a) of the Exchange Act and certain of the rules promulgated thereunder and paid a civil money penalty to the SEC without admitting or denying the findings therein. In August 2009, Affinity Bank, a California depositary institution in which Mr. Adams indirectly owned a controlling interest, was closed by the California Department of Financial Institutions and the Federal Deposit Insurance Corporation was appointed as the receiver. Mr. Adams received an M.B.A. from the Stanford Graduate School of Business and a B.S. from Yale University. Mr. Adams' long association with the Company as a chairman of the board of directors of several of its subsidiaries since he acquired Good Sam Enterprises, LLC in 1988 and his current

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or former ownership of a variety of businesses with significant assets and operations during his over 40-year business career, during which time he has had substantial experience in providing management oversight and strategic direction, makes him well-qualified to serve on our board of directors.

Andris A. Baltins has served on the board of directors of Camping World Holdings, Inc. since its formation, on the board of directors of CWGS, LLC since February 2011 and on the board of directors of Good Sam Enterprises, LLC since February 2006. He has been a member of the law firm of Kaplan, Strangis and Kaplan, P.A. since 1979. Mr. Baltins serves as a director of various private and non-profit corporations, including Adams Outdoor Advertising, Inc., which is controlled by Mr. Adams. Mr. Baltins previously served as a director of Polaris Industries, Inc. from 1995 until 2011. Mr. Baltins received a J.D. from the University of Minnesota Law School and a B.A. from Yale University. Mr. Baltins' over 40-year legal career as an advisor to numerous public and private companies and his experience in the areas of complex business transactions, mergers and acquisitions and corporate law makes him well-qualified to serve on our board of directors.

Brian P. Cassidy has served on the board of directors of Camping World Holdings, Inc. since its formation and on the board of directors of CWGS, LLC since March 2011. Mr. Cassidy is a Partner at Crestview, which he joined in 2004, and currently serves as co-head of Crestview's media and communications strategy. Mr. Cassidy has served as a director of NEP Group, Inc. since December 2012, Cumulus Media, Inc. since May 2014, Interoute Communications Holdings since April 2015 and the parent company of WideOpenWest Finance, LLC since January 2016. He is also responsible for monitoring the firm's investment in CORE Media Group. Mr. Cassidy previously served as a director of San Juan Cable LLC (d/b/a OneLink Communications) from May 2007 until November 2012 and ValueOptions, Inc. from December 2007 until December 2014 and was also involved with Crestview's investments in Charter Communications, Inc. and Insight Communications, Inc. Prior to joining Crestview, Mr. Cassidy worked in private equity at Boston Ventures, where he invested in companies in the media and communications, entertainment and business services industries. Previously, he worked for one year as the acting chief financial officer of one of their portfolio companies. Prior to that time, Mr. Cassidy was an investment banking analyst at Alex. Brown & Sons, where he completed a range of financing and mergers and acquisitions assignments for companies in the consumer and business services sectors. Mr. Cassidy received an M.B.A. from the Stanford Graduate School of Business and an A.B. in Physics from Harvard College. Mr. Cassidy's private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings makes him well-qualified to serve on our board of directors.

Jeffrey A. Marcus has served on the board of directors of Camping World Holdings, Inc. since its formation and on the board of directors of CWGS, LLC since March 2011. Mr. Marcus joined Crestview in 2004 and currently serves as co-head of Crestview's media and communications strategy. Prior to joining Crestview, Mr. Marcus served in various positions in the media and communications industry, including as President and chief executive officer of AMFM Inc. (formerly Chancellor Media Corporation) from 1998 until 1999 and as founder and chief executive officer of Marcus Cable Company, a privately held cable company, from 1989 until 1998. Mr. Marcus has served as the chairman of the board of directors of Cumulus Media, Inc. since April 2015 and on its board of directors since September 2011 and has served as the chairman of the board of directors of the parent company of WideOpenWest Finance, LLC since January 2016 and as a director of NEP Group, Inc. since December 2012. Mr. Marcus previously served as a director of DS Services of America, Inc. from September 2013 until December 2014, Charter Communications, Inc. from May 2012 until November 2013, San Juan Cable LLC (d/b/a OneLink Communications) from July 2011 until December 2012 and Insight Communications Company, Inc. from April 2010 until February 2012. Mr. Marcus received a B.A. from the University of California, Berkeley. Mr. Marcus'

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extensive experience serving as a director of numerous public and private companies, operating experience as a chief executive officer in the cable television, broadcast and outdoor industries and his experience as a private equity investor with respect to acquisitions, debt financings, equity financings and public market sentiment makes him well-qualified to serve on our board of directors.

K. Dillon Schickli has served on the board of directors of Camping World Holdings, Inc. since its formation and on the board of directors of CWGS, LLC since August 2011. Mr. Schickli previously served on the board of directors of CWGS, LLC from 1990 until 1995 and was chief operating officer of Affinity Group, Inc., the predecessor of Good Sam Enterprises, LLC, from 1993 until 1995. Previously, Mr. Schickli was a co-investor with Crestview in DS Waters Group, Inc. ("DS Waters") and served as vice-chairman of its board of directors until it was sold to Cott Corporation in December 2014. Prior to that time, Mr. Schickli was the chief executive officer of DS Waters from June 2010 until February 2013 and subsequently led the buyout of the business by Crestview. Mr. Schickli also previously led the buyout of DS Waters from Danone Group & Suntory Ltd. in November 2005 and was also a co-investor in DS Waters with Kelso & Company. Mr. Schickli served as co-chief executive officer and chief financial officer of DS Waters from November 2005 until June 2010, when he became the sole chief executive officer. Mr. Schickli started his business career in the capital planning and acquisitions group of the Pepsi-Cola Company after he received his M.B.A. from the University of Chicago. Mr. Schickli received a B.A. from Carleton College in 1975. Mr. Schickli's long association with, and knowledge of, the Company, extensive experience serving as a director of other businesses, operating experience as a chief executive officer and his experience as a private equity investor with respect to acquisitions, debt financings, equity and financings makes him well-qualified to serve on our board of directors.

Composition of our Board of Directors

Our board of directors currently consists of six directors. Our amended and restated certificate of incorporation and bylaws will provide that our board of directors may consist of up to nine directors, and that our board of directors will be divided into three classes, as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one class being elected each year by our stockholders.

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person's background and experience as reflected in the information discussed in each of the directors' individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Prior to the consummation of this offering, ML Acquisition, who immediately following the consummation of this offering will hold 36,056,094 shares of Class B common stock representing 47% of the combined voting power of our total outstanding common stock, ML RV Group, who immediately following the consummation of this offering will hold one share of Class C common stock representing 5% of the combined voting power of our total outstanding common stock, CVRV Acquisition II LLC, who immediately following the consummation of this offering will hold 7,063,716 shares of Class A common stock, CVRV Acquisition LLC, who immediately following the consummation of this offering will hold 25,946,635 shares of Class B common stock, which combined represents 35.7% of the combined voting power of our total outstanding common stock, and funds controlled by Crestview Partners II GP, L.P. will enter into the Voting Agreement with us, pursuant to which, each of ML Acquisition and ML RV Group will agree to vote, or cause to vote, all of their outstanding shares of their Class B common stock and Class C common stock so as to cause the election of the Crestview Directors at any annual or special meeting of stockholders in

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which directors are elected, so as to cause the election of directors of our board of directors as provided in the Voting Agreement.

In addition, pursuant to the Voting Agreement, Crestview will have the right to designate four Crestview Directors (unless Marcus Lemonis is no longer our Chief Executive Officer, in which case, Crestview will have the right to designate three Crestview Directors) for as long as Crestview Partners II GP, L.P. directly or indirectly, beneficially owns, in the aggregate, 32.5% or more of our Class A common stock, three Crestview Directors for so long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 32.5% but 25% or more of our Class A common stock, two Crestview Directors for as long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 25% but 15% or more of our Class A common stock and one Crestview Director for as long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 15% but 7.5% or more of our Class A common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued shares of our Class A common stock on a one-for-one basis). Each of ML Acquisition and ML RV Group will agree to vote, or cause to vote, all of their outstanding shares of our Class A common stock, Class B common stock and Class C common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the Crestview Directors. In addition, the ML Related Parties will also have the right to designate four ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of our Class A common stock, three ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 27.5% but 25% or more of our Class A common stock, two ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 25% but 15% or more of our Class A common stock and one ML Acquisition Director for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 15% but 7.5% or more of our Class A common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued shares of our Class A common stock on a one-for-one basis). Moreover, ML RV Group will have the right to designate one director for as long as it holds our one share of Class C common stock. Funds controlled by Crestview Partners II GP, L.P. will agree to vote, or cause to vote, all of their outstanding shares of our Class A common stock and Class B common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the ML Acquisition Directors and the ML RV Director. Additionally, pursuant to the Voting Agreement, we shall take commercially reasonable action to cause (i) the board of directors to be comprised at least of nine directors; (ii) the individuals designated in accordance with the terms of the Voting Agreement to be included in the slate of nominees to be elected to the board of directors at the next annual or special meeting of stockholders of the Company at which directors are to be elected and at each annual meeting of stockholders of the Company thereafter at which a director's term expires; (iii) the individuals designated in accordance with the terms of the Voting Agreement to fill the applicable vacancies on the board of directors; and (iv) a ML Director or the ML RV Director to be the chairperson of the board of directors (as defined in the bylaws). The Voting Agreement allows for the board of directors to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the board of directors' fiduciary duties to the Company's stockholders or does not otherwise comply with any requirements of our amended and restated certificate of incorporation or our amended and restated bylaws or the charter for, or related guidelines of, the board of directors' nominating and corporate governance committee. ML Acquisition has been deemed to have designated Messrs. Adams, Baltins and Schickli for election to our board of directors, Crestview has been deemed to have designated Messrs. Cassidy and Marcus for election to our board of directors and ML RV Group has been deemed to have designated Mr. Lemonis for election to our board of directors.

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In accordance with our amended and restated certificate of incorporation and the Voting Agreement, each of which will be in effect upon the closing of this offering, our board of directors will be divided into three classes with staggered three year terms. At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors will be divided among the three classes as follows:

•: the Class I directors will be Messrs. Adams and Schickli, and their terms will expire at the annual meeting of stockholders to be held in 2017;
•: the Class II directors will be Messrs. Baltins and Marcus, and their terms will expire at the annual meeting of stockholders to be held in 2018; and
•: the Class III directors will be Messrs. Lemonis and Cassidy, and their terms will expire at the annual meeting of stockholders to be held in 2019.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our Company.

Pursuant to the terms of the Voting Agreement, the Crestview Directors, the ML Acquisition Directors and the director designated by ML RV Group may only be removed with or without cause at the request of the party entitled to designate such director. In all other cases and at any other time, directors may only be removed for cause by the affirmative vote of at least a majority of the combined voting power of our Class A common stock, Class B and Class C common stock.

Director Independence

Prior to the consummation of this offering, our board of directors undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise that director's ability to exercise independent judgment in carrying out that director's responsibilities. Our board of directors has affirmatively determined that Messrs. Baltins, Marcus and Schickli are each an "independent director," as defined under the Exchange Act and the rules of the NYSE.

Controlled Company Exemption

Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, and certain funds controlled by Crestview Partners II GP, L.P., will in the aggregate hold more than 50% of the combined voting powers of our common stock. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NYSE and may elect not to comply with certain corporate governance standards, including that: (i) a majority of our board of directors consists of "independent directors," as defined under the rules of the NYSE; (ii) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; (iii) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and (iv) we perform annual performance evaluations of the nominating and corporate governance and compensation committees. Immediately following the consummation of this offering, we may not have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or perform annual performance evaluations of the nominating and corporate governance and compensation committees unless and until such time as we are required

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to do so. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a "controlled company" and our shares continue to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition periods. See "Risk Factors — Risks Relating to Our Organizational Structure — We are a "controlled company" within the meaning of the NYSE listing requirements and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements."

Committees of Our Board of Directors

Our board of directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the board of directors and standing committees. We will have a standing audit committee, nominating and corporate governance committee and compensation committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.

Audit Committee

Prior to this offering, Messrs. Baltins and Cassidy comprised our audit committee. Our audit committee will be responsible for, among other things:

•: appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
•: discussing with our independent registered public accounting firm their independence from management;
•: reviewing with our independent registered public accounting firm the scope and results of their audit;
•: approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
•: overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;
•: reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and
•: establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Upon the consummation of this offering, our audit committee will consist of Messrs. Schickli, Baltins and Cassidy, with Mr. Schickli serving as chair. Rule 10A-3 of the Exchange Act and the NYSE rules require that our audit committee have at least one independent member upon the listing of our Class A common stock, have a majority of independent members within 90 days of the date of this prospectus and be composed entirely of independent members within one year of the date of this prospectus. Our board of directors has affirmatively determined that Mr. Schickli meets the definition of "independent director" for purposes of serving on the audit committee under Rule 10A-3 and the NYSE rules. In addition, our board of directors has determined that Mr. Schickli will qualify as an "audit committee financial expert," as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors will adopt a new written charter for the audit committee, which will be available on our principal corporate website at www.campingworld.com substantially

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concurrently with the consummation of this offering. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will be responsible for, among other things:

•: identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors and in accordance with the terms of the Voting Agreement;
•: evaluating the overall effectiveness of our board of directors; and
•: reviewing developments in corporate governance compliance and developing and recommending to our board of directors a set of corporate governance guidelines and principles.

Upon the consummation of this offering, our nominating and corporate governance committee will consist of Messrs. Baltins and Cassidy, with Mr. Baltins serving as chair. We intend to avail ourselves of the "controlled company" exception under the NYSE rules, which exempts us from the requirement that we have a nominating and corporate governance composed entirely of independent directors. Our board of directors will adopt a new written charter for the nominating and corporate governance committee, which will be available on our principal corporate website at www.campingworld.com substantially concurrently with the consummation of this offering. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

Compensation Committee

Prior to this offering, Messrs. Marcus and Schickli comprised our compensation committee. Our compensation committee will be responsible for, among other things:

•: reviewing and approving the compensation of our directors, Chief Executive Officer and other executive officers; and
•: appointing and overseeing any compensation consultants.

Upon the consummation of this offering, our compensation committee will consist of Messrs. Marcus and Schickli, with Mr. Marcus serving as chair. Our board has determined that Messrs. Marcus and Schickli are "outside directors" as defined in Rule 162(m) of the Internal Revenue Code and "non-employee directors" as defined in Section 16b-3 of the Exchange Act. We intend to avail ourselves of the "controlled company" exception under the NYSE rules, which exempts us from the requirement that we have a compensation committee composed entirely of independent directors. Our board of directors will adopt a new written charter for the compensation committee, which will be available on our principal corporate website at www.campingworld.com substantially concurrently with the consummation of this offering. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

Risk Oversight

Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

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Risk Considerations in our Compensation Program

We conducted an assessment of our compensation policies and practices for our employees and concluded that these policies and practices are not reasonably likely to have a material adverse effect on our Company.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Code of Ethics and Code of Conduct

Prior to the completion of this offering, we will update a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code will be posted on our website, www.campingworld.com . In addition, we intend to post on our website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or waivers from, any provision of the code. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis, we address our philosophy, programs and processes related to the compensation paid or awarded for the fiscal year ended December 31, 2015 to our named executive officers listed in the Summary Compensation Table that follows this discussion. Where relevant, the discussion below also reflects certain contemplated changes to our compensation structure that would be implemented in connection with, and contingent upon, the completion of this offering. References to "2015" in this Executive Compensation section mean "fiscal year ended December 31, 2015" unless the language specifically indicates otherwise.

Our named executive officers for 2015, which consist of our principal executive officer, our principal financial officer and our three other most highly compensated executive officers for 2015 are:

•: Marcus A. Lemonis, who serves as Chairman and Chief Executive Officer and is our principal executive officer;
•: Thomas F. Wolfe, who serves as Executive Vice President, Chief Financial Officer and Secretary and is our principal financial officer;
•: Roger L. Nuttall, who serves as President of Camping World;
•: Brent L. Moody, who serves as Chief Operating and Legal Officer; and
•: Mark J. Boggess, who serves as President, Good Sam.

As noted above, the Compensation Discussion and Analysis section describes our historical executive compensation program for our named executive officers in 2015. In connection with this offering, we intend to adopt compensation plans that are intended to comply with laws applicable to public companies and we expect that, after our initial public offering, our compensation committee will set policies that may be different from the policies that applied to our executive officers before our public offering, including complying with laws that are applicable to public companies.

In addition, in anticipation of our initial public offering we have entered into new employment agreements with each of Messrs. Lemonis, Wolfe, Nuttall and Moody. The new employment agreements for Messrs. Wolfe, Nuttall and Moody update the existing agreements to include provisions appropriate for public companies but do not make any material changes to these executives' compensation since the end of 2015.

Mr. Lemonis' new employment agreement, by contrast, does contain material changes to his compensation. In particular, due to his significant ownership interest, Mr. Lemonis has elected not to receive any base salary, bonus or equity compensation, effective upon the completion of this offering. Mr. Lemonis' new employment agreement thus provides that during its term Mr. Lemonis will not be paid any base salary or receive any incentive compensation. Mr. Lemonis has also agreed that he will not be eligible for any cash severance payments under his new employment agreement.

2015 Compensation

We operate the largest national RV retail network in the United States and we believe we provide the industry's broadest and deepest range of services, protection plans, products and resources. We strive to retain this position in our industry and our primary objective is to achieve consistent growth. Since 2011 through the year ended December 31, 2015, our experienced management team has increased total revenue from $1,538.5 million to $3,333.3 million, increased Adjusted EBITDA from $101.8 million to $253.7 million and increased net income from $5.4 million to $178.5 million. In 2015, our named executive officers were compensated in a manner reflecting our increased growth.

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Compensation Philosophy, Objectives and Rewards

Our executive compensation program has been designed to motivate, reward, attract and retain high caliber management deemed essential to ensure, and capitalize on, our success. The program seeks to tightly align executive compensation with our short- and long-term business objectives, business strategy and company-wide financial performance. Our compensation program is designed to achieve the following objectives:

•: Providing competitive and attractive pay plans that reflect the respective positions, duties and responsibilities;
•: Incentivizing contributions to the continued growth and development of our business;
•: Rewarding the success, growth and performance of our entire business rather than individual segments;
•: Tying performance of segmented business together and encouraging collaboration to enhance value of the full enterprise; and
•: Retaining executive officers and compensating their short and long-term contributions.

In connection with this offering, we intend to formalize our post-offering compensation philosophy and implement compensation arrangements that reflect that philosophy. We expect our compensation philosophy to reflect the following general principles:

•: Attract and retain talent — The total compensation package is designed to attract, retain and motivate highly qualified executives capable of leading us to greater performance. Base salary and annual incentives provide a competitive annual total cash compensation opportunity in the short term and equity incentives provide a competitive opportunity over the long term.
•: Supportive of our mission and values — Compensation supports our mission to integrate and grow the company as a unified single enterprise. We inherently believe that we are most successful when we collaborate for the benefit of the overall business.
•: Aligned with stockholder interests — The interests of executives should align with the interests of our stockholders by tying their incentives to performance measures that correlate well with the creation of stockholder value.
•: Balanced — Compensation plan designs promote a balance between annual and long-term business results. While we believe the creation of stockholder value long term is extremely important, we also believe that the achievement of our annual goals is the best way to contribute to our sustainable, long-term success.

Determination of Compensation

Historically, the compensation of our Chief Executive Officer has been set by our board of directors and the compensation of our other executive officers has been set by our Chief Executive Officer. In anticipation of becoming a public company, our board of directors will adopt a written charter for the compensation committee that establishes, among other things, the compensation committee's purpose and its responsibilities with respect to executive compensation. The charter of the compensation committee will provide that the compensation committee shall, among other things, assist the board of directors in its oversight of executive compensation, management development and succession, director compensation and related compensation disclosures.

We did not retain a compensation consultant to provide services in respect of executive compensation in 2015 but in 2016 we engaged Meridian Compensation Partners, LLC to provide executive compensation consulting services to us.

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Elements of Our Executive Compensation Program

Historically, and through 2015, our executive compensation program consisted of the following elements: base salary, cash-based incentive compensation, equity-based compensation, severance and other benefits potentially payable upon termination of employment or change in control, health, welfare and retirement benefits and perquisites; each established as part of our program in order to achieve the compensation objective outlined below with respect to each element.

We do not currently have, and following the offering we do not expect to have, formal policies relating to the allocation of total compensation among the various elements of our compensation program.

Base Salaries

Historically, including in 2015, the base salaries of our named executive officers have been an important part of their total compensation package, and have been intended to reflect their respective positions, duties and responsibilities. Base salary is a visible and stable fixed component of our compensation program. Although the compensation committee believes that a substantial portion of each executive officer's total compensation should be performance-based, the compensation committee also recognizes the importance of setting base salaries at levels that will attract, retain and motivate top talent. In setting annual base salary levels, the compensation committee takes into account competitive considerations, individual performance, time in position, and internal pay equity. On a prospective basis, we intend to continue to evaluate the mix of base salary, short-term incentive compensation and long-term incentive compensation to appropriately align the interests of our named executive officers with those of our stockholders. There was no increase to base salaries of our named executive officers for 2015 from the base salaries provided in fiscal year 2014. As of the end of 2015, our named executive officers were entitled to the base salaries noted below:


Named Executive Officer		2015 Base Salary

Marcus A. Lemonis	$	1,500,000
Thomas F. Wolfe	$	250,000
Roger L. Nuttall	$	250,000
Brent L. Moody	$	250,000
Mark J. Boggess	$	240,000

Pursuant to the terms of his new employment agreement, Mr. Lemonis has elected not to receive any base salary, effective upon the completion of this offering. The base salaries of our other named executive officers will remain at the levels noted above.

Cash-Based Incentive Compensation

We consider annual cash incentive bonuses to be an important component of our compensation program. We consider annual cash incentive bonuses to be performance-based compensation. Historically, including in 2015, our named executive officers were entitled to annual incentive compensation payments based on the Company's achievement of certain financial performance measures (namely, the combined results of the Company and FreedomRoads, or Combined Annual EBITDA (as defined below in section entitled "— Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table — Summary of Executive Compensation Arrangements — Annual Incentive Compensation"), with such amounts of incentive compensation equal to the following percentages of the applicable Combined Annual EBITDA performance target as set forth in their respective employment agreements (other than for Mr. Moody, whose bonus performance target percentage was increased beyond that provided in his

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employment agreement in recognition of his successful leadership driving the Company's recent and ongoing acquisition activity):


Named Executive Officer	Bonus Percentage

Marcus A. Lemonis	1.75	%
Thomas F. Wolfe	0.175	%
Roger L. Nuttall	0.70	%
Brent L. Moody	0.32	%
Mark J. Boggess	0.10	%

The actual annual cash bonuses awarded to each named executive officer for 2015 performance, in addition to the one-time $250,000 bonus awarded to Mr. Wolfe upon execution of his amended employment agreement, are set forth below in the Summary Compensation Table in the column entitled "Non-Equity Incentive Plan Compensation" and described below in the section entitled "— Summary of Executive Compensation Arrangements — Employment Agreements."

Pursuant to the terms of his new employment agreement, Mr. Lemonis has elected not to receive any incentive compensation, effective upon the completion of this offering. The bonuses and bonus percentages applicable for our other named executive officers are described below under "— Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table — Compensation Programs To Be Adopted In Connection With This Offering — New Employment Agreements."

In connection with this offering, we intend to adopt a 2016 Senior Executive Bonus Plan (the "Executive Bonus Plan") pursuant to which certain key executives will be eligible to receive bonus payments. We expect that the Executive Bonus Plan will be effective on the date on which it is adopted by our board of directors, subject to approval of such plan by our stockholders. For additional information about the Executive Bonus Plan, please see the section entitled "—Compensation Programs To Be Adopted In Connection With This Offering — 2016 Senior Executive Bonus Plan" below.

Equity-Based Compensation

We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns interest of executives with those of our stockholders. We have historically granted profits units awards.

In 2015, each of Messrs. Lemonis, Wolfe, Moody and Boggess was granted 123.25, 50, 285 and 350 profits units in CWGS, LLC, respectively, as set forth below. The amount of each named executive officer's individual award was approved by the Board based upon the recommendation of Mr. Lemonis, taking into account qualitative factors, including the individual NEO's tenure, salary, position and overall contributions. No quantitative factors were used in the determination. The profits units vest annually on a pro rata basis over four years from the applicable vesting commencement date (with the exception of Mr. Lemonis for whom 1/3 vested on the date of grant and the remainder vest annually over four years from the applicable vesting commencement date), subject to acceleration upon the occurrence of a qualified initial public offering, an exit event (as defined in the limited liability company agreement for CWGS, LLC in effect prior to the Transactions (the "Existing LLC Agreement") or a liquidation event (as described in the Existing LLC Agreement). The vesting of each of Messrs. Lemonis, Wolfe, Moody and Boggess' 2015 profits units will accelerate in connection with this offering.

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The following table sets forth the profits units granted to our named executive officers in 2015.


Named Executive Officer			2015 Profits Units Granted

Marcus A. Lemonis			123.25
Thomas F. Wolfe			50
Roger L. Nuttall			—
Brent L. Moody			285
Mark J. Boggess			350

2016 Incentive Award Plan. We intend to adopt a 2016 Incentive Award Plan, referred to herein as the 2016 Plan, in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and certain of its affiliates and to enable our company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. We expect that the 2016 Plan will be effective on the date on which it is adopted by our board of directors, subject to approval of such plan by our stockholders. For additional information about the 2016 Plan, please see the section titled "— Compensation Programs To Be Adopted In Connection With This Offering — 2016 Incentive Award Plan" below.

In connection with this offering, Mr. Lemonis has elected not to receive any equity grants. We intend to grant stock options and restricted stock units to each of our other named executive officers under the 2016 Plan in connection with this offering.

Perquisites and Other Benefits

Certain of our named executive officers are provided with perquisites to aid in the performance of their respective duties and to provide competitive compensation with executives with similar positions and levels of responsibilities. In 2015, each of Messrs. Lemonis, Nuttall and Moody were provided a company-owned car and CWGS, LLC insured the car, paid all registration, license, taxes and other fees on the car, reimbursed such named executive officer for all maintenance costs on the car and provided each such named executive officer gross up payments to cover the taxes on income imputed for personal use of the company-owned car. For additional information about the perquisites provided to our named executive officers, please see the "All Other Compensation" column of the Summary Compensation Table, and "Narrative to the Summary Compensation Table — Other Compensation Arrangements — Employee Benefits and Perquisites" below.

Health and Welfare Benefits

Our benefit programs are established based upon an assessment of competitive market factors and a determination of what is needed to attract, retain and motivate high caliber executives. Our full-time employees, including our named executive officers, are eligible to participate in our general health and welfare plans, including:

•: medical, dental and vision benefits;
•: medical and dependent care flexible spending accounts;
•: short-term and long-term disability insurance; and
•: life insurance.

We believe the general benefits described above are necessary and appropriate to provide a competitive compensation package to our named executive officers. We do not provide any additional special benefits arrangements for our executive officers.

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Deferred Compensation and Other Retirement Benefits

401(k) Plan

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we have the ability to make matching and profit-sharing contributions on a discretionary basis to eligible participants, up to a maximum of 6% of the employee's compensation. Employees and named executive officers are immediately vested in their individual contributions and vest 20% in their company matching and profit-sharing contributions after two years of service and an additional 20% for each year of service thereafter. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

We do not currently maintain, and our executive officers do not currently participate in or have a vested right to, any defined benefit pension plans, supplemental executive retirement plans, or other deferred compensation plans.

Employment Agreements and Severance Arrangements

As of December 31, 2015, we were party to employment agreements with each of our named executive officers, which we entered into for recruitment and retention purposes. The specific terms of these agreements are described below under the heading "Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table — Summary of Executive Compensation Arrangements — Employment Agreements." Each of the employment agreements provide for severance arrangements in connection with a termination of employment of our named executive officers. The details of these severance arrangements are described below under the heading "— Potential Payments Upon Termination or Change in Control." There is no general company severance policy in place for our employees.

In anticipation of this offering, we have entered into new employment agreements with each of Messrs. Lemonis, Wolfe, Nuttall and Moody which supersede and replace the respective existing employment agreements entered into by CWGS, LLC in their entirety. The details of these new employment agreements are described below under the heading "— Compensation Programs To Be Adopted In Connection With This Offering — New Employment Agreements."

Tax Considerations

As a general matter, our board of directors and the compensation committee review and consider the various tax and accounting implications of compensation programs we utilize.

Section 162(m) of the Internal Revenue Code ("Section 162(m)") generally disallows public companies a tax deduction for compensation in excess of $1,000,000 paid to their chief executive officer or an individual acting in such a capacity and the three other most highly compensated executive officers (excluding the chief executive officer or the chief financial officer) unless certain performance and other requirements are met. Section 162(m) applies to corporations with any class of common equity securities required to be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Because we do not currently have any publicly held common stock, Section 162(m)'s restrictions do not currently apply to us. Our intent is to design and administer executive compensation programs in a manner that will allow us to preserve the deductibility of compensation paid to our named executive officers (if desired). Further, we intend to comply with applicable laws in order to rely on the transition rules under Section 162(m) for newly public companies. Notwithstanding the foregoing, while it is the Company's policy to take account of the implications of Section 162(m) among all factors reviewed in making compensation decisions, the Company will not limit compensation to those levels or types of compensation that will be deductible if it determines that an award is consistent with its philosophy and is in our and the stockholders' best interests. Accordingly, some portion of the compensation paid to a Company executive may not be tax deductible by us under Section 162(m).

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COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

2015 Summary Compensation Table

The following table contains information about the compensation earned by each of our named executive officers during our most recently completed fiscal year ended December 31, 2015.


Name and Principal Position	Year	Salary ($)	Bonus ($)		Profits Units Awards ($) ⁽¹⁾	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($) ⁽²⁾	Total ($)

Marcus A. Lemonis	2015	1,500,000			39,067	3,298,405	155,513	4,992,985
Chairman and Chief Executive Officer
Thomas F. Wolfe ⁽³⁾	2015	262,603	250,000	⁽⁴⁾	15,849	457,847	—	986,299
Executive Vice President and Chief Financial Officer
Roger L. Nuttall	2015	250,000	—		—	1,776,026	87,458	2,113,484
President, Camping World; Former Chief Financial Officer of FreedomRoads
Brent L. Moody	2015	250,000	—		90,337	811,898	43,789	1,196,024
Chief Operating and Legal Officer; Former Executive Vice President and Chief Administrative and Legal Officer
Mark J. Boggess	2015	240,000	—		110,940	253,718	—	604,658
President, Good Sam

(1): Amounts reflect the grant date fair value of profits units granted during 2015 computed in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the named individual. The assumptions used in determining the amounts in this column are set forth in Note 18, Equity Compensation, to our consolidated financial statements for 2015. For information regarding the number of profits units awarded in 2015, see the "— Grants of Plan-Based Awards Table" below.
(2): Amounts in this column include the following for 2015:


	All Other Compensation

Name	Personal Use of Company Car ($)		Tax Gross-Up Payments ($)		Total ($)

Marcus A. Lemonis		84,444		71,069		155,513
Roger L. Nuttall		47,490		39,968		87,458
Brent L. Moody		30,171		13,618		43,789

(3): Amounts reflect compensation received pursuant to the terms of Mr. Wolfe's original employment agreement as well as Mr. Wolfe's amended employment agreement entered into on February 16, 2015, at which point Mr. Wolfe's annual base salary was set at $250,000 and his annual bonus target percentage was set at 0.175% of Combined Annual EBITDA.
(4): Amount reflects a one-time bonus awarded to Mr. Wolfe upon the execution of his amended employment agreement.

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Grants of Plan-Based Awards in 2015

The following table provides supplemental information relating to grants of plan-based awards made during 2015 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during 2015.

All Other
Stock
Awards:

Grant Date

Estimated Future Payouts Under

Number of

Fair value of

Type of

Grant

Non-Equity Incentive Plan Awards

Profits

Profits Units

Name

Award

Date

Threshold ($)

Target ($)

Maximum ($)

Units (#)

Awards ($)

Marcus A. Lemonis

Cash Bonus

464,659

⁽¹⁾

2,323,295

⁽¹⁾

3,298,405

⁽¹⁾

Profits Units

1/1/15

123.25

39,067

Thomas F. Wolfe

Cash Bonus

—

457,847

⁽²⁾

—

Profits Units

2/15/15

15,849

Roger L. Nuttall

Cash Bonus

—

1,776,026

⁽²⁾

—

Brent L. Moody

Cash Bonus

—

811,898

⁽²⁾

—

Profits Units

1/1/15

285

90,337

Mark J. Boggess

Cash Bonus

—

253,718

⁽²⁾

—

Profits Units

1/1/15

350

110,940

(1): Mr. Lemonis was entitled to receive 20% of his targeted bonus if we achieved 90% of the 2015 budgeted Combined Annual EBITDA (as defined below), 100% of his targeted bonus if we achieved 100% of the 2015 budgeted Combined Annual EBITDA and a maximum amount to be awarded at the discretion of the compensation committee for achievement of 110% or more of the 2015 budgeted Combined Annual EBITDA performance target. The final Combined Annual EBITDA for 2015 was $253.718 million, which exceeded 110% of the 2015 budgeted Combined Annual EBITDA performance target. The maximum amount of Mr. Lemonis' 2015 bonus payment set forth in the table, above, was determined in the compensation committee's discretion for achievement above 110% in 2015. See "— Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table — Summary of Executive Compensation Arrangements — Annual Incentive Compensation" for further information regarding Combined Annual EBITDA and the criteria applied in determining amounts payable to Mr. Lemonis for 2015.
(2): With respect to 2015, there were no threshold or maximum bonus payout opportunities for Messrs. Wolfe, Nuttall, Moody and Boggess. Each such named executive officer was entitled to incentive compensation payouts based on Combined Annual EBITDA. See "— Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table — Summary of Executive Compensation Arrangements — Annual Incentive Compensation" for further information regarding the determination of amounts payable to each of Messrs. Wolfe, Nuttall, Moody and Boggess for 2015.

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Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

Summary of Executive Compensation Arrangements

Employment Agreements

As of December 31, 2015 we were party to employment agreements with each of our named executive officers, which we entered into for recruitment and retention purposes. Each of the named executive officers' prior employment agreements included a severance arrangement, the details of which are described below under the heading "Severance Arrangements" following the "— Potential Payments Upon Termination or a Change in Control" table.

In anticipation of this offering, we have entered into new employment agreements with each of Messrs. Lemonis, Wolfe, Nuttall and Moody which supersede and replace the respective existing employment agreements in their entirety and which are more fully described below under "Compensation Programs To Be Adopted In Connection With This Offering — New Employment Agreements". The specific terms of each named executive officer's prior employment agreement as in effect on December 31, 2015, relating to term of employment, position, base salary and bonus compensation are set forth below.

Marcus A. Lemonis .

As of December 31, 2015, we were party to an amended and restated employment agreement with Mr. Lemonis, effective March 2, 2011. The agreement provided that Mr. Lemonis serve as the Company's Chief Executive Officer for an initial five year term from the effective date, with automatic renewal of one-year terms thereafter. This prior employment agreement provided for (a) an annual base salary of not less than $1,500,000, (b) eligibility for a target annual incentive bonus as further described below, payable in the following fiscal year at such time that annual bonuses are paid to our other senior executives and (c) a grant of profits units corresponding to a 6% profits interest in the CWGS, LLC.

Mr. Lemonis elected not to renew his employment agreement on March 2, 2016 at the conclusion of the initial five year term. However, we continued to provide Mr. Lemonis with compensation and benefits in accordance with the terms of his employment agreement until we entered into the new employment agreement with Mr. Lemonis in anticipation of this offering. Under the terms of his new employment agreement, as more fully described below, Mr. Lemonis elected not to receive any base salary, annual incentive compensation or equity-based compensation.

Thomas F. Wolfe .

As of December 31, 2015, we were party to an employment agreement with Mr. Wolfe, effective on January 1, 2013 and amended on February 16, 2015. This prior employment agreement, as amended, provided that Mr. Wolfe serve as the Executive Vice President, Chief Financial Officer for a term ending on February 15, 2020. The amended agreement provided for an annual base salary of $250,000 and eligibility for an annual incentive bonus equal to 0.175% of the Combined Annual EBITDA, subject to a guaranteed minimum total compensation in any given year (between base salary and annual incentive compensation) of $350,000. The amended employment agreement for Mr. Wolfe also provided for a one-time bonus of $250,000 upon execution and delivery of the amendment, which was paid on March 20, 2015. Currently, Mr. Wolfe continues to serve as our Executive Vice President and Chief Financial Officer pursuant to the new employment agreement entered into in anticipation of this offering.

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Roger L. Nuttall .

As of December 31, 2015, we were party to an employment agreement with Mr. Nuttall, as entered into on December 1, 2012, providing that Mr. Nuttall serve as the President and Chief Financial Officer of FreedomRoads, LLC for an initial term ending on December 1, 2017 to be automatically renewed for successive three (3) year periods thereafter. The agreement provided for an annual base salary of $250,000 and eligibility for an annual incentive bonus equal to 0.70% of the Combined Annual EBITDA each fiscal year. Currently, Mr. Nuttall serves as President of Camping World pursuant to the new employment agreement entered into in anticipation of this offering.

Brent L. Moody .

As of December 31, 2015, we were party to an employment agreement with Mr. Moody, as entered into on January 1, 2010 and later amended on January 1, 2011. This employment agreement, as amended, provided that Mr. Moody serve as the Executive Vice President and Chief Administrative and Legal Officer for an initial term ending on December 31, 2016 to be automatically renewed for successive three (3) year periods thereafter. The agreement provided for an annual base salary of $250,000 and eligibility for an annual incentive bonus equal to 0.28% of the Combined Annual EBITDA each fiscal year, subject to a guaranteed minimum total compensation in any given year (between base salary and annual incentive compensation) of $360,000. Currently, Mr. Moody continues to serve as our Chief Operating and Legal Officer pursuant to the new employment agreement entered into in anticipation of this offering.

Mark J. Boggess .

As of December 31, 2015, we were party to an employment agreement with Mr. Boggess, as entered into on December 1, 2012. This employment agreement provided that Mr. Boggess serve as the President of GS Media and Events for a five year term ending on December 1, 2017. The agreement provided for an annual base salary of $240,000 and eligibility for an annual incentive bonus of 0.10% of the Combined Annual EBITDA each fiscal year. Currently, Mr. Boggess serves as President of Good Sam and remains subject to the terms of this employment agreement.

Annual Incentive Compensation

Pursuant to the terms of their respective employment agreements, with respect to 2015, each of Messrs. Wolfe, Nuttall, Moody and Boggess received a bonus payable through monthly or bi-monthly draws based on the estimated Combined Annual EBITDA for the applicable calendar year, subject to adjustment up or down and "true ups" or deductions for any underpayments or overpayments, as applicable. "Combined Annual EBITDA" means (i) the combined net income of CWGS, LLC, FreedomRoads, LLC, CWI, Inc. and Good Sam Enterprises, LLC and each of their respective subsidiaries and (ii) any gains on the sale of real property by CWGS, LLC, FreedomRoads, LLC, CWI, Inc. and Good Sam Enterprises, LLC (to the extent not otherwise reflected in net income), including without limitation, deferred gains on sale leaseback transactions.

Pursuant to his employment agreement, Mr. Lemonis was eligible to receive a target annual incentive bonus equal to the excess of (a) 1.75% of the Combined Annual EBITDA for such fiscal year over (b) the base salary actually payable for such fiscal year, payable to Mr. Lemonis at year end (the "Target Bonus"). Mr. Lemonis was eligible to receive a percentage of his Target Bonus based on the percentage of Combined Annual EBITDA actually achieved for such fiscal year. Pursuant to the bonus package set forth by the compensation committee for 2015, if we achieved less than 90% of the estimated Combined Annual EBITDA (based on a 2015 Combined Annual EBITDA target of $218.5 million), Mr. Lemonis was not entitled to any bonus; if we achieved at least

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90% of the estimated Combined Annual EBITDA, Mr. Lemonis was entitled to 20% of his Target Bonus and was eligible to earn an additional 20% of his Target Bonus for each additional 2.5% of estimated Combined Annual EBITDA attained up to 102.5%. For achievement of each additional 2.5% of estimated Combined Annual EBITDA above 102.5% and less than 110%, Mr. Lemonis was entitled to earn an additional 10% of his Target Bonus. For achievement in 2015 above 110% of estimated Combined Annual EBITDA, Mr. Lemonis was entitled to receive a bonus at the discretion of the compensation committee.

For 2015, monthly draws were paid based on an estimated Combined Annual EBITDA of $218.5 million. The final Combined Annual EBITDA for 2015 was $253.718 million. As a result, each of Messrs. Wolfe, Nuttall, Moody and Boggess received payouts based on their respective bonus percentages (pro-rated for Mr. Wolfe for the portion of the year for which he was employed pursuant to his original and amended employment agreements) equal to $457,847, $1,776,026, $811,898 and $253,718, respectively. Because we achieved more than 110% of the estimated Combined Annual EBITDA, Mr. Lemonis was eligible to receive a bonus payout at the discretion of the compensation committee. The compensation committee determined to provide Mr. Lemonis a bonus payout of approximately 142% of his Target Bonus, or $3,298,405.

Other Benefits

Pursuant to their respective employment agreements in effect during 2015, each of our named executive officers are entitled to reimbursement of all reasonable business expenses incurred, including reimbursement of mobile phone expenses.

In addition, during 2015, each of Messrs. Lemonis, Nuttall and Moody was also provided a company-owned vehicle suitable for his respective business and personal use and we also directly paid the sales tax, insurance and any license fees or tags for such vehicles on behalf of each such named executive officer. During 2015, each of Messrs. Lemonis, Nuttall and Moody received gross-up payments for the income taxes associated with the company-provided vehicle and associated costs.

Restrictive Covenants

Pursuant to their respective employment agreements in effect during 2015, each of Messrs. Lemonis, Wolfe, Moody, Nuttall and Boggess were subject to non-competition restrictions after termination of their respective employment for a period of 18-months, 18-months, 24-months, 24-months and 24-months, respectively. All such agreements restricted competition by the named executive officers within the continental United States (with the exception that, for any termination of either Mr. Moody or Mr. Nuttall without cause (as defined in his respective employment agreement) or by Mr. Moody or Mr. Nuttall due to a material default of his respective employment agreement (that remains uncured for 10 days), the competition restrictions extend to any site located within one hundred (100) miles of any location where the Company or its affiliates sells, repairs or services recreational vehicles or parts and accessories during his term of employment or the applicable 24-month non-compete period).

Further, Mr. Lemonis was subject to non-solicitation of customers and clients as well as non-solicitation of former employees for an 18-month period after termination of employment and each of Messrs. Wolfe, Moody and Nuttall were subject to non-solicitation of employees or consultants for a 12-month period after termination of employment. In addition, Mr. Lemonis' employment agreement also contained confidentiality and non-disparagement provisions.

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2015 Equity Compensation

In 2015, Messrs. Lemonis, Wolfe, Moody and Boggess were granted profits units awards as set forth below. The profits units generally vest in four equal annual installments on each of the first four anniversaries of September 30, 2014, subject to continued employment through the applicable vesting date (with the exception that Mr. Lemonis' award vests one-third on the date of grant and the remainder in four equal annual installments on each of the first four anniversaries of September 30, 2014). All unvested profits units will fully accelerate upon the earliest to occur of (a) a qualified initial public offering, (b) an Exit Sale (as defined in the Existing LLC Agreement to include (i) any merger, tender offer or other business combination involving the Company or any of its subsidiaries in which all of the outstanding membership units are transferred or (ii) any transfer of 100% of the membership units or assets of the Company in which at least 80% of the consideration payable consists of cash and marketable securities) or (c) a Liquidation (as defined in the Existing LLC Agreement to include voluntary or involuntary liquidation of the Company under bankruptcy or reorganization law, or the dissolution or winding up of the Company). We anticipate that all outstanding unvested profits units will vest in full upon this offering. Mr. Nuttall was not granted profits units in 2015.

Other Elements of Compensation

Retirement Plans

We currently maintain a 401(k) tax-qualified retirement plan (the "401(k) Plan") that provides eligible employees, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Participants are able to defer up to 75% of their eligible compensation subject to applicable annual Internal Revenue Code limits. All participants' interests in their deferrals are 100% vested when contributed. The 401(k) Plan permits us to make matching and profit-sharing contributions on a discretionary basis to eligible participants. We match contributions on a discretionary basis for only those employees who receive less than $150,000 annual base salary. All of our named executive officers earn base salaries in excess of $150,000 and we therefore did not make any discretionary matching contributions to our named executive officers in 2015. We did not make any profit sharing contributions in 2015.

Employee Loan

In September 2014 the Marcus Lemonis Revocable Trust ("MLRT"), for which Mr. Lemonis is the trustee, entered into a revolving loan with The Privatebank and Trust Company ("Privatebank"). In connection with the revolving loan, Mr. Lemonis and MLRT entered into a profits unit pledge agreement (the "Pledge Agreement") with Privatebank under which Mr. Lemonis pledged 4,667 profit units in CWGS, LLC to secure the revolving loan. CWGS, LLC also entered into a purchase, sale and put agreement (the "Put Agreement") with Privatebank that granted Privatebank the right to put the loan to CWGS, LLC upon the occurrence of an event of default pursuant to the Pledge Agreement. Prior to exercising any rights under the Put Agreement, Privatebank was required to provide notice to CWGS, LLC and CWGS, LLC had the right to purchase the pledged Profit Units for an amount equal to the lesser of (a) $12.0 million or (b) the outstanding principal amount of the revolving loan. On April 4, 2016, the Put Agreement was terminated. See "Certain Relationships and Related Party Transactions."

Tax Gross-Ups

Other than the gross-ups payments made to each of Messrs. Lemonis, Nuttall and Moody during 2015 to cover the personal income taxes associated with their personal use of company-provided cars, we did not make any other gross-up payments to cover our named executive

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officers' personal income taxes that may pertain to the compensation or other perquisites paid or provided by our company.

Outstanding Equity Awards at Fiscal Year-End Table

The following table summarizes the number of common units underlying outstanding profits units awards for each named executive officer as of December 31, 2015.


	Profits Units Awards ⁽¹⁾

Name	Number of Profits Units That Have Not Vested (#)		Market Value of Profits Units That Have Not Vested ($) ⁽²⁾

Marcus A. Lemonis	61.625	⁽³⁾	19,533
Thomas F. Wolfe	37.5	⁽⁴⁾	11,886
Roger L. Nuttall	200	⁽⁵⁾	378,763
Brent L. Moody	100	⁽⁵⁾	189,382
	213.75	⁽⁴⁾	67,753
Mark J. Boggess	262.5	⁽⁴⁾	83,205

(1): In connection with this offering, the outstanding profits units, including those held by Messrs. Lemonis, Wolfe, Nuttall, Moody and Boggess, will accelerate and vest by their terms. In connection with the Transactions, these profit units will be converted into 26,260 common units, 15,980 common units, 85,225 common units, 133,696 common units and 111,857 common units, respectively.
(2): There is no public market for the profits units. For purposes of this disclosure, we have valued the profits units using a third-party valuation of the value per share of profit unit as of January 1, 2015. The third-party valuation identifies the value per share of profit unit granted in 2015 as $316.97 and the value per share of profit unit granted prior to 2015 as $1,893.82.
(3): One-third of the profits units granted became eligible to vest on the date of grant and the remaining two-thirds of the profits units granted vest in four equal installments on each of the first four anniversaries of September 30, 2014, such that of the remaining profits units, 25% vested on September 30, 2015, and 25% will vest on each of September 30, 2016, September 30, 2017 and September 30, 2018, subject to acceleration upon the earlier of a qualified initial public offering (including this offering), an exit event or a liquidation of the Company.
(4): Twenty-five percent (25%) of the profits units granted become eligible to vest in equal installments on each of the first four anniversaries of September 30, 2014, subject to acceleration upon the earlier of a qualified initial public offering, an exit event or a liquidation of the Company.
(5): Twenty-five percent (25%) of the profits units granted become eligible to vest in equal installments on each of the first four anniversaries of May 7, 2013, subject to acceleration upon the earlier of a qualified initial public offering, an exit event or a liquidation of the Company.

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Profits Units Awards Vested in 2015


	Profits Units Awards

Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) ⁽¹⁾

Marcus A. Lemonis	2,257.63	4,178,351
Thomas F. Wolfe	162.5	288,034
Roger L. Nuttall	250	473,454
Brent L. Moody	321.25	496,038
Mark J. Boggess	87.5	27,735

(1): Amounts represent the aggregate dollar amount realized upon vesting, calculated based upon a third-party valuation of the value per share of profit unit as of January 1, 2015. The third-party valuation identifies the value per share of profit unit granted in 2015 as $316.97 and the value per share of profit unit granted prior to 2015 as $1,893.82.

Pension Benefits and Non-Qualified Deferred Compensation

We do not sponsor nor maintain, and our named executive officers do not currently participate in, any tax-qualified defined benefit or supplemental executive retirement plans. Our named executive officers participate in our tax-qualified 401(k) retirement savings plan, pursuant to which we have the ability to make matching and profit-sharing contributions on a discretionary basis to eligible participants. Employees and named executive officers are immediately vested in their contributions. We provide discretionary matching contributions to only those employees earning less than $150,000 annual base salary. We do not provide discretionary matching contributions to any of our named executive officers.

Potential Payments Upon Termination or Change in Control

In this section, we describe payments that may be made to our named executive officers upon several events of termination, assuming the termination event occurred on the last day of 2015 (except as otherwise noted).

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Name/Form of Compensation	With Cause ($)	Without Cause ($)		Qualifying Resignation ($)		Death or Disability ($)		Change in Control ($)

Marcus A. Lemonis
Severance	—	2,250,000		—		—		—
Incentive Compensation	—	—		—		—		—
Accelerated Vesting of Equity Awards	—	—		—		—		19,533	⁽⁶⁾
*Total*	—	2,250,000		—		—		19,533
Thomas F. Wolfe
Severance	—	879,570		879,570	⁽⁵⁾	—		—
Incentive Compensation	—	1,112	⁽²⁾	1,112	⁽²⁾	1,112	⁽²⁾	—
Accelerated Vesting of Equity Awards	—	—		—		—		11,886	⁽⁶⁾
*Total*	—	880,682		880,682		1,112		11,886
Roger L. Nuttall
Severance	—	2,005,089	⁽¹⁾	2,005,089	⁽¹⁾⁽⁵⁾	—		—
Incentive Compensation	—	205,089	⁽²⁾	205,089	⁽²⁾⁽⁵⁾	205,089	⁽²⁾	—
Accelerated Vesting of Equity Awards	—	—		—		—		378,763	⁽⁶⁾
*Total*	—	2,210,178		2,210,178		205,089		378,763
Brent L. Moody
Severance	—	540,000		540,000	⁽⁵⁾	—		—
Incentive Compensation	—	—	⁽³⁾	—	⁽³⁾	—	⁽³⁾	—
Accelerated Vesting of Equity Awards	—	—		—		—		257,135	⁽⁶⁾
*Total*	—	540,000		540,000		—		257,135
Mark J. Boggess
Severance	—	240,000	⁽⁴⁾	240,000	⁽⁵⁾	—		—
Incentive Compensation	—	—	⁽³⁾	—	⁽³⁾	—	⁽³⁾	—
Accelerated Vesting of Equity Awards	—	—		—		—		83,205	⁽⁶⁾
*Total*	—	240,000		240,000		—		83,205

(1): Severance payment reflects one year of base salary ($250,000) plus one year of Mr. Nuttall's incentive compensation based on Combined Annual EBITDA of $250,727,000 for the 12-month period ending on November 30, 2015 (the last day of the calendar month immediately preceding the date of termination).
(2): Amount equal to the product of such named executive officer's applicable bonus percentage (0.70% for Mr. Nuttall and 0.175% for Mr. Wolfe)) multiplied by the Combined Annual EBITDA of $250,727,000 for the 12-month period ending on November 30, 2015 (the last day of the calendar month immediately preceding the date of termination), less incentive draws made during 2015.
(3): Incentive draws made during 2015 to each of Messrs. Moody and Boggess equaled or exceeded the respective amount of incentive compensation that would have been payable assuming a termination event as of the last day of the fiscal year.
(4): Severance amount payable to Mr. Boggess is equal to one year annual base salary, less the amount of any accrued and unpaid vacation.
(5): Amounts payable only upon a resignation of employment due to a material default of the applicable employment agreement that remains uncured beyond the 10 day cure period.
(6): All profits unit grant agreements provide for accelerated vesting at 100% upon an "Exit Event." There is no public market for the profits units. For purposes of this disclosure, we have valued the profits units using a third-party valuation of the value per share of profit unit as of January 1, 2015.

Severance Arrangements

In 2015, each of our named executive officers was entitled to receive severance upon a termination of employment by the Company without "cause" pursuant to their respective employment agreements, conditioned upon the execution and nonrevocation of a release of claims.

In the case of Mr. Lemonis' employment agreement, "cause" means his (A) gross negligence or willful misconduct, or willful failure to substantially perform his duties under the employment

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agreement, (other than due to physical or mental illness or incapacity), (B) conviction of, or pleas of guilty or nolo contendere to, or confession to, (1) a misdemeanor involving moral turpitude or (2) a felony (or the equivalent of a misdemeanor or felony in a jurisdiction other than the United States), (C) willful breach of a material provision of this Agreement, (D) willful violation of the Company's written policies that the Board determines is detrimental to the best interests of the Company; (E) fraud or misappropriation, embezzlement or material misuse of funds or property belonging to the Company ("Company Property Cause"); or (F) use of alcohol or drugs that interferes with the performance of his duties hereunder; provided that Mr. Lemonis has a 10-day period to cure the events or occurrences under (A), (C), (D) or (F), to the extent such events are curable.

In the case of each of Messrs. Wolfe, Nuttall, Moody and Boggess' employment agreements, "cause" means the occurrence of (A) the named executive officer's breach of his employment agreement in any material respect, which breach is not cured by, or is not capable of being cured, within ten (10) days after written notice of such breach has been delivered to the named executive officer, (B) engagement in misconduct (including violation of the Company's policies) that is materially injurious to the Company as reasonably determined by the Board, (C) conviction of (i) any felony or (ii) any misdemeanor involving a crime of moral turpitude, theft or fraud, (D) use of illegal substances, or (E) knowing falsification or cause to be falsified, in any material respect, the financial records and financial statements of the Company.

Upon a termination of employment for any reason, each of our named executive officers is entitled to receive his base salary for the applicable year through the date of termination, any accrued and unused vacation or paid time off through the date of termination and reimbursement of any business expenses incurred in the ordinary course of business through the date of termination.

Marcus A. Lemonis.

Under the terms of Mr. Lemonis' employment agreement as in effect on December 31, 2015, Mr. Lemonis was entitled to severance payments upon a termination of employment by the Company without cause (as defined above) (other than due to death, disability or nonrenewal of the term of the employment agreement). Upon such termination, Mr. Lemonis was entitled to receive (a) severance pay in an aggregate amount of $2,250,000 payable in equal installments consistent with the Company's payroll practices during the 18 month period immediately following such termination and (b) payment of any annual bonus earned for the prior fiscal year but unpaid as of the date of termination, payable within 30 days following the date of termination of employment.

Mr. Lemonis was not entitled to receive any severance payments upon a termination of employment by the Company for cause (other than Company Property Cause (as defined above within the definition of "cause" under Mr. Lemonis' employment agreement)), however he would have been permitted to receive annual bonus amounts that would have been accrued but unpaid prior to the date of termination and payments with respect to the profits units awards. Upon a termination of employment due to Company Property Cause, Mr. Lemonis was not entitled to any such accrued but unpaid bonus amounts nor payments with respect to any vested profits units.

Mr. Lemonis was not entitled to receive any severance payments upon a termination of employment due to death or disability or upon Mr. Lemonis' resignation from the Company for any reason.

As mentioned above, in anticipation of this offering we entered into a new employment agreement with Mr. Lemonis, pursuant to which Mr. Lemonis agreed that he will not be eligible for any cash severance payments.

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Thomas F. Wolfe.

Under the terms of Mr. Wolfe's employment agreement as in effect on December 31, 2015, upon a termination of employment for any reason, Mr. Wolfe was entitled to receive any incentive compensation for the prior calendar year to the extent not yet paid and a pro-rated incentive compensation bonus for the calendar year in which Mr. Wolfe was terminated, calculated based on the product of the EBITDA for the 12-month period preceding the date of termination and Mr. Wolfe's bonus percentage, pro-rated to reflect the portion of the year employed.

Upon a termination of Mr. Wolfe's employment without cause (as defined above) or by Mr. Wolfe due to a material default of his employment agreement (that remains uncured beyond the 10 day cure period), Mr. Wolfe was entitled to receive an amount equal to $879,570 (for any termination occurring on or prior to December 31, 2017) or an amount equal to his guaranteed minimum of $350,000 (for any termination occurring after December 31, 2017).

Mr. Wolfe was not entitled to receive any severance payments upon a termination of employment due to death or disability.

As mentioned above, in anticipation of this offering we entered into a new employment agreement with Mr. Wolfe.

Roger L. Nuttall.

Under the terms of Mr. Nuttall's employment agreement as in effect as of December 31, 2015, upon Mr. Nuttall's termination due to death or disability, Mr. Nuttall (or his heirs and assigns) was entitled to receive any incentive compensation for the prior calendar year to the extent not yet paid and any incentive compensation for the calendar year in which Mr. Nuttall's employment was terminated, calculated based on the product of the Combined Annual EBITDA for the 12-month period ending on the last day of the calendar month immediately preceding the date of termination and Mr. Nuttall's bonus percentage, pro-rated to reflect the number of days Mr. Nuttall was employed during the current calendar year.

Upon a termination of Mr. Nuttall's employment without cause (as defined above) or due to a material default of his employment agreement (that remains uncured beyond the 10 day cure period), Mr. Nuttall was entitled to receive, subject to execution and delivery of a release, (a) any incentive compensation for the prior calendar year to the extent not yet paid if such amount would have been payable if his employment had not terminated, (b) any incentive compensation for the calendar year in which Mr. Nuttall's employment was terminated, calculated based on the product of the Combined Annual EBITDA for the 12 month period ending on the last day of the calendar month immediately preceding the date of termination and Mr. Nuttall's bonus percentage, pro-rated to reflect the number of days Mr. Nuttall was employed during the current calendar year (with payment to be made within 90 days following such termination) and (c) a severance amount equal to the sum of (i) one year of Mr. Nuttall's base salary and (ii) one year of Mr. Nuttall's bonus (equal to the product of the Combined Annual EBITDA for the 12-month period ending on the last day of the calendar month immediately preceding the date of termination and Mr. Nuttall's bonus percentage).

As mentioned above, in anticipation of this offering we entered into a new employment agreement with Mr. Nuttall.

Brent L. Moody and Mark J. Boggess.

Under the terms of Mr. Moody's and Mr. Boggess' employment agreements as in effect on December 31, 2015, upon termination of either Mr. Moody or Mr. Boggess due to death or disability, each named executive officer (or his respective heirs and assigns) was entitled to receive any

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incentive compensation for the prior calendar year to the extent not yet paid and the amount that would have been payable as if his employment had not terminated and any incentive compensation for the entire calendar year in which such named executive officer's employment was terminated to the extent the results for such year were attributable to Mr. Moody or Mr. Boggess, respectively (provided such amount does not exceed the incentive bonus provided for the calendar year immediately preceding the termination).

Upon a termination of employment of either Mr. Moody or Mr. Boggess without cause (as defined above) or due to a material default of his respective employment agreement (that remains uncured beyond the 10 day cure period), Mr. Moody and Mr. Boggess were entitled to receive, subject to execution and delivery of a release, (a) any incentive compensation for the prior calendar year to the extent not yet paid if such amount would have been payable if his employment had not terminated, (b) any incentive compensation for the calendar year in which Mr. Moody's or Mr. Boggess' employment was terminated for the period from the beginning of the calendar year to the end of the month immediately preceding the date of the termination of employment (with payment to be made within 90 days following such termination) and (c) with respect to Mr. Moody, an amount equal to 1.5 times his guaranteed annual minimum of $360,000 (with payment to be made over the 18 month period following termination at the same time and in the same manner as base salary was otherwise paid to Mr. Moody prior to his termination of employment) and with respect to Mr. Boggess, an amount equal to his base salary for one year, less the amount of any accrued and unpaid vacation.

As mentioned above, in anticipation of this offering we entered into a new employment agreement with Mr. Moody.

Compensation of our Directors

For 2015, directors who were executives of the Company were not eligible to receive additional compensation for their services as directors. Only Mr. Schickli earned director fees in 2015, equal to $60,000 on an annual basis and payable by the Company on a monthly basis. No director fees were paid directly to any of our other non-employee directors. Pursuant to a monitoring agreement dated March 2, 2011, Crestview and Mr. Adams each receive an annual monitoring fee equal to $1,250,000, and pursuant to a separate agreement, Mr. Adams paid Mr. Baltins annual director fees equal to $120,000 in connection with his services as a Company director.

Director Compensation Table for 2015

The following table contains information concerning the compensation of our non-employee directors in 2015.


Name ⁽¹⁾	Fees Earned or Paid in Cash ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)

K. Dillon Schickli	60,000	—	—	60,000

(1): We pay a monitoring fee equal to $1,250,000 to each of Mr. Adams and Crestview. Pursuant to a separate agreement, Mr. Adams paid Mr. Baltins $120,000 during 2015 as fees for his service as a Company director.

No profits unit awards were granted to any non-employee director during 2015, but each of Messrs. Schickli and Baltins has fully vested profits units awards granted to him on March 1, 2012.

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We intend to approve and implement a compensation program for our non-employee directors that consists of annual retainer fees and long-term equity awards. The program is expected to provide each non-employee director an annual cash retainer for his or her services in an amount equal to $70,000, a cash retainer fee for his or her service as a member of a committee in an amount equal to $5,000 per committee, and an additional cash retainer fee for his or her service as a chair of the audit, compensation or nominating and governance committee in an amount equal to $20,000, $15,000 or $10,000, respectively.

In addition, on the date the shares subject to this offering are priced, we intend to grant each non-employee director who, as of the date of this offering, is serving on the board of directors and is expected to continue his or her service following this offering, restricted stock units with a grant date fair value of $105,000. Pursuant to the terms of the non-employee director compensation policy, commencing with fiscal 2017, we intend for each non-employee director to receive an annual grant of restricted stock units with a grant date fair value of $105,000.

The terms of each award described above will be set forth in a written award agreement between the applicable non-employee director and us, which will generally provide for vesting in equal installments on each of the first three anniversaries of the grant date, subject to continued service as a director and subject to acceleration upon a change in control or failure to be re-elected to the board. In addition to the non-employee director compensation policy, in connection with this offering, we intend to adopt a director stock ownership policy encouraging non-employee directors to hold shares of our Class A common stock with a value equal to at least five times the value of his or her annual cash retainer fee.

Equity Compensation Plan Information

The following table presents information as of December 31, 2015 regarding equity compensation plans applicable to our employees.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved by security holders	—	—	—
Equity compensation plans not approved by security holders ⁽¹⁾	15,556	—	0
Total	15,556	—	0

(1): In 2012, our board of directors adopted the CWGS Enterprises, LLC Equity Incentive Plan (the "CWGS LLC Plan"). The CWGS LLC Plan was not approved by the members of CWGS Enterprises, LLC. The CWGS LLC Plan provides for the award of profits units to employees and directors, with a maximum of 15,556 profits units reserved for issuance thereunder. As of December 31, 2015, all profits units were outstanding as a result of grants made under the CWGS LLC Plan. In connection with this offering, all unvested profits units awarded under the CWGS LLC Plan will fully vest and convert into common units of CWGS, LLC, which will then be exchangeable for shares of our Class A common stock on a one-to-one basis.

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Compensation Programs To Be Adopted In Connection With This Offering

2016 Incentive Award Plan

In connection with this offering, we intend to adopt the Camping World Holdings, Inc. 2016 Incentive Award Plan, or the 2016 Plan, subject to approval by our stockholders, under which we may grant cash and equity-based incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the 2016 Plan, as it is currently contemplated, are summarized below.

Eligibility and Administration. Our employees, consultants and directors, and employees, consultants and directors of our subsidiaries will be eligible to receive awards under the 2016 Plan. Following our initial public offering, the 2016 Plan will be administered by our board of directors and compensation committee, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under Section 16 of the Exchange Act, stock exchange rules and other laws, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2016 Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the 2016 Plan, including any vesting and vesting acceleration conditions.

Limitation on Awards and Shares Available. An aggregate of 14,693,518 shares of our common stock will initially be available for issuance under awards granted pursuant to the 2016 Plan, including pursuant to 1,210,565 stock options and 163,145 restricted stock units granted to certain of our directors and certain of our employees in connection with this offering. Shares issued under the 2016 Plan may be authorized but unissued shares, shares purchased in the open market or treasury shares.

If an award under the 2016 Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2016 Plan. However, the following shares may not be used again for grants under the Plan: (1) shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an option or stock appreciation right, or "SAR;" (2) shares subject to an SAR that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options.

Awards granted under the 2016 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2016 Plan. The maximum number of shares of our common stock that may be subject to one or more awards granted to any person pursuant to the 2016 Plan during any calendar year will be 4,868,776 and the maximum amount that may be paid in cash under an award pursuant to the 2016 Plan to any one participant during any calendar year period will be $5,000,000. Further, the sum of the grant date fair value of equity-based awards and the amount of any cash-based awards granted to any non-employee director during any calendar year will not exceed $500,000.

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Awards. The 2016 Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, restricted stock units, or RSUs, stock appreciation rights, or SARs, and other stock or cash based awards. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the 2016 Plan. Certain awards under the 2016 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Internal Revenue Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2016 Plan will be set forth in award agreements, which will detail the terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

•: Stock Options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Internal Revenue Code are satisfied. The exercise price of a stock option generally will not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.
•: SARs. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR will generally not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction), and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.
•: Restricted Stock and RSUs. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met, and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our common stock prior to the delivery of the underlying shares. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.
•: Other Stock or Cash Based Awards. Other stock or cash based awards are awards cash payments, cash-bonus awards, stock payments, stock bonus awards, performance awards or incentive awards paid in cash, shares of our Class A common stock or a combination of both, and include deferred stock, deferred stock units, retainers, committee fees and meeting-based fees. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator

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will determine the terms and conditions of other stock or cash based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

•: Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our Class A common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend record dates occurring during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator. Dividend equivalents may not be paid on awards granted under the 2016 Plan subject to performance based vesting unless and until such awards have vested.
•: Performance Awards. Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include but are not limited to: net earnings or losses (either before or after one or more of interest, taxes, depreciation, and amortization; gross or net sales or revenue; revenue growth or product revenue growth; net income (either before or after taxes) or adjusted net income; operating earnings or profit (either before or after taxes); profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow; return on assets or net assets; return on capital and cost of capital; return on stockholders' equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; funds or funds available for distributions; expenses; working capital; earnings or loss per share; adjusted earnings per share; price per share (or appreciation in or maintenance of such price); regulatory achievements or compliance; implementation, completion or attainment of critical projects or processes; sales or market share; economic value or economic value added models; licensing revenue; brand recognition/acceptance; inventory turns or cycle time and supply chain achievements (including, without limitation, with establishing relationships with manufacturers or suppliers of component materials and manufacturers of the Company's products); strategic initiatives (including, without limitation, with respect to market penetration, geographic business expansion, manufacturing, commercialization, production and productivity, customer satisfaction and growth, employee satisfaction, recruitment and maintenance of personnel, human resources management, supervision of litigation and other legal matters, information technology, strategic partnerships and transactions (including acquisitions, dispositions, joint ventures, in-licensing and out-licensing of intellectual property and establishment of relationships with commercial entities with respect to marketing, distribution and sale of Company products, and factoring transactions, research and development and related activity, and financial or other capital raising transactions); new or existing store results and operations and new store openings; and financial ratios (including those measuring liquidity, activity, profitability or leverage); any of which may be measured in absolute terms or as compared to any incremental increase or decrease, peer group results, or market performance indicators or indices.

Certain Transactions. The plan administrator has broad discretion to take action under the 2016 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In

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addition, in the event of certain non-reciprocal transactions with our stockholders known as "equity restructurings," the plan administrator will make equitable adjustments to the 2016 Plan and outstanding awards. In the event of a change in control of our company (as defined in the 2016 Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards may become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change in control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions.

Adjustments, Claw-Back Provisions, Transferability and Participant Payments. The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2016 Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2016 Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a promissory note, a "market sell order" or such other consideration as it deems suitable.

Plan Amendment and Termination. Our board of directors may amend awards or amend or terminate the 2016 Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the 2016 Plan, may materially and adversely affect an award outstanding under the 2016 Plan without the consent of the affected participant. Our board of directors is required to obtain stockholder approval of any amendment to the 2016 Plan to the extent necessary to comply with applicable laws. The 2016 Plan will remain in effect until the tenth anniversary of its effective date, unless earlier terminated by our board of directors.

New Equity Awards

In connection with this offering, we intend to grant stock options with respect to 1,210,565 shares of Class A common stock under the 2016 Plan to certain of our employees, including our named executive officers and restricted stock units with respect to 163,145 shares of Class A common stock under the 2016 Plan to certain of our employees, including our named executive officers, and directors (the stock options and restricted stock units together, the "offering grants"). The offering grants are expected to vest ratably over four years for employees, subject to continued employment and ratably over three years for directors, subject to continued board service.

Executive Stock Ownership Guidelines

In connection with this offering, we intend to adopt an executive stock ownership policy encouraging (a) our named executive officers other than Mr. Lemonis to hold, directly or indirectly, shares of our Class A common stock and/or interests in CWGS, LLC with a value equal to at least three times the value of the executive's annual base salary and (b) Mr. Lemonis to hold, directly or indirectly, shares of our Class A common stock and/or interests in CWGS, LLC with a value equal to $5,000,000.

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2016 Senior Executive Bonus Plan

We intend to adopt the Executive Bonus Plan, to be effective as of the day immediately prior to this offering. The Executive Bonus Plan is intended to provide an incentive for superior work and to motivate covered key executives toward even greater achievement and business results, to tie their goals and interests to those of us and our stockholders and to enable us to attract and retain highly qualified executives. The principal features of the Executive Bonus Plan are summarized below.

The Executive Bonus Plan is an incentive bonus plan under which certain key executives, including our named executive officers, will be eligible to receive bonus payments. Bonuses will generally be payable under the Executive Bonus Plan upon the attainment of pre-established performance goals. Notwithstanding the foregoing, we may pay bonuses (including, without limitation, discretionary bonuses) to participants under the Executive Bonus Plan based upon such other terms and conditions as our compensation committee may in its sole discretion determine. The payment of a bonus under the Executive Bonus Plan to a participant with respect to a performance period will generally be conditioned on such participant's continued employment on the last day of such performance period, provided that our compensation committee may make exceptions to this requirement in its sole discretion.

The performance goals under the Executive Bonus Plan will relate to one or more financial, operational or other metrics with respect to individual or company performance with respect to us or any of our affiliates, including but not limited to the following possible performance goals: (i) net earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or revenue; (iii) revenue growth or product revenue growth; (iv) net income (either before or after taxes); (v) adjusted net income; (vi) operating earnings or profit (either before or after taxes); (vii) cash flow (including, but not limited to, operating cash flow and free cash flow); (viii) return on assets or net assets; (ix) return on capital and cost of capital; (x) return on stockholders' equity; (xi) total stockholder return; (xii) return on sales; (xiii) gross or net profit or operating margin; (xiv) costs, reductions in costs and cost control measures; (xv) funds from operations or funds available for distributions; (xvi) expenses; (xvii) working capital; (xviii) earnings or loss per share; (xix) adjusted earnings per share; (xx) price per share of common stock of the Company or appreciation in and/or maintenance of such price; (xxi) economic value added models or similar metrics; (xxii) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization of a product); (xxiii) implementation or completion of critical projects or processes; (xxiv) sales or market share; (xxv) licensing revenue; (xxvi) brand recognition/acceptance; (xxvii) inventory turns or cycle time and supply chain achievements (including, without limitation, establishing relationships with manufacturers or suppliers of component materials and manufacturers of the Company's products); (xxviii) strategic initiatives (including, without limitation, with respect to market penetration, geographic business expansion, manufacturing, commercialization, production and productivity, guest satisfaction and growth, employee satisfaction, recruitment and maintenance of personnel, human resources management, supervision of litigation and other legal matters, information technology, strategic partnerships and transactions (including acquisitions, dispositions, joint ventures, in-licensing and out-licensing of intellectual property, and establishment of relationships with commercial entities with respect to the marketing, distribution and sale of Company products, and factoring transactions, research and development and related activity, and financial or other capital raising transactions); (xxix) new or existing store results and operations and new store openings; and (xxx) financial ratios (including, without limitation, those measuring liquidity, activity, profitability or leverage), any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The Executive

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Bonus Plan also permits the plan administrator to provide for objectively determinable adjustments to the applicable performance criteria in setting performance goals for Executive Bonus Plan awards.

The Executive Bonus Plan is administered by our compensation committee. Our compensation committee will select the participants in the Executive Bonus Plan and any performance goals to be utilized with respect to the participants, establish the bonus formulas for each participant's annual bonus, and certify whether any applicable performance goals have been met with respect to a given performance period. The Executive Bonus Plan provides that we may amend or terminate the Executive Bonus Plan at any time in our sole discretion. Any amendments to the Executive Bonus Plan will require stockholder approval only to the extent required by applicable law, rule or regulation. The Executive Bonus Plan will expire on the earliest of:

•: The first material modification of the Executive Bonus Plan;
•: The first stockholders meeting at which members of our board of directors are elected during 2020; or
•: Such other date, if any, on which the "reliance period" described under Treasury Regulation 1.162-27(f)(2) expires pursuant to the terms of Section 162(m) of the Code.

New Employment Agreements

We have entered into new employment agreements with each of Messrs. Lemonis, Wolfe, Nuttall and Moody in anticipation of this offering which supersede and replace their respective existing employment agreements. Mr. Boggess remains subject to the terms of his existing employment agreement described above. The material terms of the new agreements are summarized below.

Marcus Lemonis

Employment Term and Position

Mr. Lemonis has entered into a new employment agreement, which will become effective upon the completion of this offering. Mr. Lemonis' term of employment will be three years from the date of this offering, subject to automatic one-year extensions provided that neither party provides written notice of non-extension within ninety days of the expiration of the then-current term. During his term of employment, Mr. Lemonis will serve as the Chairman and Chief Executive Officer of the Company and CWGS, LLC.

No Base Salary, Annual Bonus or Equity Compensation

Mr. Lemonis has elected not to receive any base salary, annual bonus or equity-based compensation, effective upon the date of completion of this offering. Mr. Lemonis' new employment agreement thus provides that during its term Mr. Lemonis will not be paid any base salary or receive any incentive compensation. The Company will pay the full premium cost of coverage on Mr. Lemonis' behalf for his Lemonis' participation in the Company's benefit plans and programs.

No Cash Severance

Mr. Lemonis' new employment agreement does not provide for any obligation for us to pay any cash severance to Mr. Lemonis upon his termination of employment. The only severance benefits that we are obligated to provide to Mr. Lemonis are the COBRA premiums necessary to continue his medical and dental coverage for the first eighteen (18) months of such coverage following Mr. Lemonis' termination of employment by us without cause (other than due to his death

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or disability), subject to reduction if he becomes eligible for health insurance benefits through a new employer or otherwise ceases to be eligible for COBRA coverage.

Restrictive Covenants

Mr. Lemonis will be subject to certain non-competition and non-solicitation restrictions during the term of his employment and for a twelve (12)-month period thereafter. During this period, Mr. Lemonis has agreed not to engage in, provide services to, invest in or possess interest in any competitive activities (as defined in his new employment agreement).

Thomas Wolfe, Roger Nuttall and Brent Moody

Employment Term and Position

Messrs. Wolfe, Nuttall and Moody have each entered into a new employment agreement effective as of June 10, 2016. The term of the new employment agreements for Messrs. Wolfe, Nuttall and Moody will begin on June 10, 2016 and end on February 15, 2020, December 31, 2020 and December 31, 2020, respectively, subject to automatic one-year extensions provided that neither party provides written notice of non-extension within ninety days of the expiration of the then-current term.

During their respective terms of employment, Mr. Wolfe will serve as the Executive Vice President and Chief Financial Officer of the Company and CWGS, LLC, Mr. Nuttall will serve as the President of Camping World and Mr. Moody will serve as the Chief Operating and Legal Officer of the Company and CWGS, LLC.

Base Salary, Annual Bonus and Equity Compensation

Pursuant to their new employment agreements, Messrs. Wolfe, Nuttall and Moody will each continue to receive base salaries of $250,000. In addition, Messrs. Wolfe, Nuttall and Moody will continue to be eligible to receive annual incentive compensation payment based on the Company's achievement of specified Combined Annual EBITDA target, payable through monthly draws based on the estimated Combined Annual EBITDA for the applicable calendar year, subject to adjustment up or down and "true ups" or deductions for any underpayments or overpayments, as applicable. The amount of the annual incentive compensation payment that may be received by Messrs. Wolfe, Nuttall and Moody is equal to the following percentages of Combined Annual EBITDA: 0.175% for Mr. Wolfe (which is the same percentage as under his prior employment agreement), 0.5% for Mr. Nuttall (reduced from 0.7% under his prior employment agreement) and 0.28% for Mr. Moody (reduced from his 2015 bonus eligibility of 0.32%).

None of the new employment agreements provide for any equity-based compensation awards.

Severance

The new employment agreement entered into with Mr. Wolfe provides for severance equal to the severance outlined above with respect to Mr. Wolfe's prior agreement. Each of the new employment agreements entered into with Messrs. Nuttall and Moody provide for severance equal to the severance outlined above with respect to their respective prior employment agreements, with the exception that each of Messrs. Nuttall and Moody are entitled to an enhanced severance amount equal to two times the sum of (a) his respective annual base salary and (b) bonus compensation based on the Company's consolidated EBITDA results for the 12-month period ending on the last day of the calendar year immediately preceding the date of termination, multiplied by the respective bonus percentage.

Restrictive Covenants

Pursuant to their respective employment agreements, each of Messrs. Wolfe, Nuttall and Moody will be subject to certain non-competition and non-solicitation restrictions for a 2-year period after termination of employment.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Each of the related party transactions described below was negotiated on an arm's length basis. We believe that the terms of such agreements are as favorable as those we could have obtained from parties not related to us.

The following are summaries of certain provisions of our related party agreements and are qualified in their entirety by reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. We therefore urge you to review the agreements in their entirety. Copies of the forms of the agreements have been filed as exhibits to the registration statement of which this prospectus is a part, and are available electronically on the website of the SEC at www.sec.gov.

Related Party Agreements in Effect Prior to this Offering

Monitoring Agreement

Crestview and Stephen Adams (together, the "Managers" and each, a "Manager") and CWGS, LLC are parties to a monitoring agreement relating to each Manager's monitoring of its (or its affiliate's) investment in CWGS, LLC. Pursuant to the monitoring agreement, CWGS, LLC agreed to pay each of the Managers an aggregate per annum monitoring fee equal to $1.0 million, payable in quarterly installments of $0.3 million. In addition, CWGS, LLC agreed to reimburse each Manager and its affiliates, employees and agents for up to an aggregate per annum amount of $0.3 million for all reasonable fees and expenses incurred in connection with such Manager's monitoring of its (or its affiliate's) investment in CWGS, LLC. CWGS, LLC also agreed to indemnify each Manager and its respective affiliates from and against all losses, claims, damages and liabilities arising out of the performance by such Managers' monitoring of its (or its affiliate's) investment in CWGS, LLC.

Pursuant to the monitoring agreement, we incurred monitoring fees of $1.0 million and $1.0 million for the six months ended June 30, 2016 and 2015, respectively, and $2.0 million in each of the years ended December 31, 2015, 2014 and 2013. In addition, we recorded an expense for the Managers' reimbursable expenses, totaling $0.25 million and $0.25 million for the six months ended June 30, 2016 and 2015, respectively, and $0.5 million, $0.5 million and $0.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. We intend to terminate the monitoring agreement upon the consummation of this offering.

Private Placement of Securities

In February 2011, CWGS, LLC entered into a securities purchase agreement with CVRV Acquisition LLC ("CVRV"), an affiliate of Crestview Partners II GP, L.P., Stephen Adams, AGI Holding Corp., an entity controlled by Mr. Adams, and CWGS Holding, LLC, a member of CWGS, LLC ("CWGS Holding") and wholly-owned subsidiary of ML Acquisition, pursuant to which CWGS, LLC issued an aggregate principal amount of $80.0 million Series A Notes due 2018 (the "Series A Notes") and a $70.0 million Series B Note due 2018 (the "Series B Note" and, together with the Series A Notes, the "Enterprise Notes") to CVRV. CWGS, LLC valued and recorded the Series A Notes at $68.1 million, a discount of $11.9 million, and the Series B Note at $81.9 million, a premium of $11.9 million. Interest on the Series A Notes was 3.00% per quarter. Interest on the Series B Note was 3.00% per quarter; provided, that CWGS, LLC was entitled to elect to not pay the accrued interest on the Series B Note for up to twelve quarters in the aggregate, in which case the interest rate would increase to 3.25% per quarter. We did not pay the accrued interest on the Series B Note from June 2011 to September 2013.

On November 20, 2013, CWGS, LLC repaid the Series A Notes in full in the amount of $80.0 million and the remaining unamortized discount of $5.4 million on the Series A Notes was

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written off and recorded as a loss on debt repayment. On March 2, 2011, CVRV, the holder of the Series B Note, received an option from CWGS Holding to purchase 70,000 preferred units of CWGS, LLC, which represented 44.999%, on a fully diluted basis, of CWGS, LLC's equity interests at such date, at an aggregate price of $70.0 million, through the delivery of the Series B Note to CWGS Holding, and the further contribution of the Series B Note by CWGS Holding to CWGS, LLC. On September 30, 2014, CVRV exercised the option and delivered the Series B Note to CWGS Holding in exchange for the equity interest and CWGS Holding contributed the Series B Note CWGS, LLC for cancellation. Upon surrender and cancellation of the $70.0 million Series B Note, the remaining unamortized premium of $3.4 million was written off to members' deficit.

Since the exchange of the Series B Note for the preferred equity interest in CWGS, LLC, CVRV, as the holder of the preferred equity interest, has received a quarterly preferred return equal to 3.00% (or 12.00% on an annual basis) of CVRV's unrecovered capital contribution in CWGS, LLC, which has been paid quarterly. Preferred return payments of $4.2 million, $4.2 million, $8.4 million and $2.1 million were paid for the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015 and 2014, respectively.

The largest aggregate amount of principal outstanding under the Enterprise Notes was $150.0 million during the three years ended December 31, 2015. We made a principal payment on the Enterprise Notes of $80.0 million in the year ended December 31, 2013 in satisfaction of the Series A Note. The Series B Note was delivered to CWGS Holding on September 30, 2014 in exchange for the preferred equity interest in CWGS, LLC and contributed by CWGS Holding to CWGS, LLC for cancellation on September 30, 2014. We did not make any principal payments on the Series B Note prior to its exchange for the preferred equity interest in CWGS, LLC and subsequent cancellation. We made interest payments on the Enterprise Notes of $0.0 million, $6.3 million and $43.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Transactions with Directors, Equity Holders and Executive Officers

In 2001, certain subsidiaries of CWGS, LLC sold certain real estate consisting of seven retail locations, a distribution facility and three office buildings (the "AGRP Sites") to certain subsidiaries of AGRP Holding Corp. ("AGRP"), an entity controlled by Stephen Adams, in which Mr. Adams had a 100% economic interest. Certain subsidiaries of CWGS, LLC leased back the AGRP Sites pursuant to various leases (the "AGRP Leases") with initial lease terms expiring in 2027. Additionally, as part of such sale and leaseback transactions, (i) Affinity Group, Inc. ("Affinity Group"), k/n/a Good Sam Enterprises, LLC (as successor by conversion) and AGRP entered into a management agreement, pursuant to which Affinity Group agreed to manage the AGRP Sites on behalf of AGRP and AGRP agreed to pay us a management fee equal to the difference between the total base rent payable under the AGRP Leases and the amount of AGRP's debt service on loans secured by the AGRP Sites (the "AGRP Loans") and (ii) AGRP issued to us a note due December 2012 in the original amount of $4.8 million (the "Leaseback Note"). In December 2011, the AGRP Sites, consisting of the six retail locations, were sold by AGRP to an unrelated third party, and the proceeds were utilized to satisfy the AGRP Loans and certain subsidiaries of CWGS, LLC entered into new leases with the purchaser of such AGRP Sites. In 2012, the AGRP Sites, consisting of an office building in Ventura, California and a retail location in Bowling Green, Kentucky, were sold to unrelated third parties and the corresponding AGRP Leases therefor were terminated at the election of CWGS, LLC. In 2013, the distribution facility was sold to an unrelated third party and the corresponding AGRP Lease was amended and restated to provide for an initial term expiring in 2033. In 2014, the remaining AGRP Sites, consisting of two office buildings, were sold to an unrelated third party and their corresponding AGRP Leases were amended and restated to provide for initial terms expiring in 2034. For the year ended December 31, 2014 and 20113, we made lease payments of $0.1 million and $0.8 million, respectively under the AGRP Leases. In November 2013,

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CWGS, LLC distributed the balance of the Leaseback Note to CWGS Holding in the form of a dividend.

Over the period from 2007 to 2011, various subsidiaries of FreedomRoads, LLC ("FreedomRoads") and certain entities owned by Stephen Adams conveyed real properties between each other resulting in a net receivable of $0.9 million due to FreedomRoads. In 2015, this receivable was distributed to CWGS Holding in the form of a non-cash distribution.

In January 2012, FreedomRoads entered into a lease (the "Original Lease") with respect to our Lincolnshire, Illinois offices, which has since been amended as of March 2013 in connection with our leasing of additional premises within the same office building (the "Expansion Lease"). The Original Lease is payable in 132 monthly payments of base rent equal to approximately $29,000, commencing April 2013, subject to annual increases. The Expansion Lease is payable in 132 monthly payments of base rent equal to approximately $2,500, commencing May 2013, subject to annual increases. Marcus Lemonis, our Chairman and Chief Executive Officer has personally guaranteed both leases.

Until December 31, 2015, CWGS, LLC had use of an aircraft owned by Adams Office, LLC, an entity owned by AGI Holding Corp., an entity controlled by Stephen Adams, in which he has a 100% economic interest, for the purpose of operating flights incidental to our business. We incurred expenses for use of the airplane in the amount of $1.0 million, $1.0 million and $0.3 million for the years ended December 31, 2015, 2014 and 2013, respectively.

In 2008, FreedomRoads made advances to Mr. Lemonis totaling $1.0 million, which were reflected as a receivable due from an officer in the financial statements of FreedomRoads (the "Lemonis Receivable") until October, 2013. On November 1, 2013, FreedomRoads distributed the Lemonis Receivable to CWGS, LLC, which distributed the Lemonis Receivable to CWGS Holding, LLC, a member of CWGS, LLC. The largest aggregate amount of principal outstanding under the Lemonis Receivable was $1.0 million during the three years ended December 31, 2013. Mr. Lemonis did not make any principal payments or interest payments on the Lemonis Receivable prior to its distribution to CWGS Holding, LLC.

At various times from 2007 to 2011, FreedomRoads, LLC ("FreedomRoads") entered into promissory notes payable to Stephen Adams, in his individual capacity, Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust, Marcus A. Lemonis, Andris A. Baltins and Stephen M. Adams, the son of Stephen Adams. These promissory notes accrued annual interest at the rate of 12.0% and had varying maturities from 2014 to 2018. The largest aggregate amount of principal outstanding under these promissory notes for the year ended December 31, 2013 was $32.9 million. For the year ended December 31, 2013, FreedomRoads made payments of $2.7 million in interest and $25.0 million in principal to Mr. Stephen Adams, $0.5 million in interest and $5.4 million in principal to Mr. Lemonis, $0.2 million in interest and $2.0 million in principal to Mr. Baltins and $52,372 in interest and $0.5 million in principal to Mr. Stephen M. Adams in full satisfaction of all accrued interest and outstanding principal under such notes with $27.6 million of proceeds from our Term Loan Facility and the balance from operating cash flows.

In September 2014, Marcus Lemonis, individually and as trustee of the Marcus Lemonis Revocable Trust ("MLRT"), entered into a revolving loan with The Privatebank and Trust Company ("Privatebank"). In connection with the revolving loan, Mr. Lemonis and MLRT entered into a profits unit pledge agreement (the "Pledge Agreement") with Privatebank under which Mr. Lemonis pledged 4,667 profit units in CWGS, LLC to secure the revolving loan. CWGS, LLC also entered into a purchase, sale and put agreement (the "Put Agreement") with Privatebank that granted Privatebank the right to put the loan to CWGS, LLC upon the occurrence of an event of default pursuant to the Pledge Agreement. Prior to exercising any rights under the Put Agreement, Privatebank was required to provide notice to CWGS, LLC and CWGS, LLC had the right to purchase the pledged Profit Units for an amount equal to the lesser of (a) $12.0 million or (b) the

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outstanding principal amount of the revolving loan. On April 4, 2016, the Put Agreement and the Pledge Agreement were terminated.

On April 4, 2016, CWGS, LLC's board of directors approved a profits units redemption by Mr. Lemonis in the amount of 1,763 profits units for $17.0 million. CWGS, LLC remitted the proceeds to Mr. Lemonis through a cash distribution in the amount of $13.0 million and a $4.0 million note. The note bore interest at 3.00% per annum and had scheduled principal amortization of (i) $1.5 million, plus all accrued and unpaid interest on May 1, 2016, (ii) $1.5 million, plus all accrued and unpaid interest on June 1, 2016 and (iii) all outstanding principal, plus all accrued and unpaid interest on July 1, 2016. The largest aggregate amount of principal outstanding since the note was issued on April 4, 2016 was $4.0 million and we paid $6,250 of interest on the note prior to its repayment in full in April 2016.

Other Transactions

Cumulus Media Inc. ("Cumulus Media") has provided radio advertising for CWGS, LLC through Cumulus Media's subsidiary, Westwood One, Inc. Crestview Partners II GP, L.P. is the beneficial owner of approximately 30% of Cumulus Media's Class A common stock, according to Crestview Partners II GP, L.P.'s most recently filed Schedule 13D amendment with respect to the company. For the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015 and 2014, we paid Cumulus Media $0.0 million, $0.5 million, $0.6 million and $1.3 million, respectively, for the aforementioned advertising services.

On July 1, 2010, Camping World, Inc., an indirect wholly-owned subsidiary of CWGS, LLC ("CWI"), and Adams Outdoor Advertising Marketing Company ("Adams Outdoor"), an entity controlled by Stephen Adams, in which he has a 62.3% economic interest, entered into an agreement pursuant to which CWI has the right to use Adams Outdoor's outdoor advertising space at cost on billboards that become available because the billboards would otherwise be vacant. CWI made a deposit of $1.0 million with Adams Outdoor in an account controlled by Adams Outdoor on July 1, 2010 and as vacant billboards are utilized by CWI, the usage cost is applied against the deposit. No vacant billboard space has been used by CWI to date. In December 2015, the agreement was assigned to AGI Holding Corp., an entity controlled by Stephen Adams, in which he has a 100% economic interest, and CWGS, LLC distributed the $1.0 million deposit to CWGS Holding in the form of a non-cash distribution.

In March 2013, we sold seven outdoor powersports magazine titles, two powersports shows and two conferences to EPG Media LLC for $0.6 million and the assumption of subscription liabilities totaling $1.8 million. At the time of the sale, EPG Media LLC was an entity controlled by Mark Adams, the son of Stephen Adams.

On July 24, 2013, National Car Cash, LLC ("National Car Cash"), an indirect wholly-owned subsidiary of CWGS, LLC, acquired certain assets of National Car Cash of New York, Inc. ("Car Cash NY"), consisting primarily of domain names, uniform record locators, trademarks, trade names, service marks, phone numbers, artwork, logos, graphics, text, programing code, copyright materials and content (collectively, the "Car Cash Assets"), for an aggregate purchase price of $0.8 million. Prior to the acquisition of the Car Cash Assets, Marcus Lemonis, our Chairman and Chief Executive Officer, advanced $0.4 million to or on behalf of Car Cash NY, which amount was repaid to Mr. Lemonis from the purchase price.

On June 13, 2016, CWGS, LLC assigned its equity interest in AutoMatch USA, LLC ("AutoMatch"), an indirect wholly-owned subsidiary of CWGS, LLC, to CWGS Holding and CVRV, each a member of CWGS, LLC, in the form of a $38.8 million non-cash distribution. Additionally, on September 7, 2016, CWGS, LLC paid a special cash distribution to its members of $1.6 million to pay the remaining proceeds related to the distribution of Automatch. In connection with the distribution, AutoMatch and FreedomRoads, LLC, an indirect wholly-owned subsidiary of

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CWGS, LLC, entered into a Transition Service Agreement whereby, for a period of up to one hundred twenty days following the distribution of AutoMatch, FreedomRoads, LLC will continue to provide administrative, employee and operational support to AutoMatch in the same manner as provided prior to such distribution and AutoMatch will be operated and managed by employees of FreedomRoads, LLC, in exchange for reimbursement by AutoMatch of all expenses incurred by FreedomRoads, LLC in connection therewith.

We do business with certain companies in which Mr. Lemonis has a direct or indirect material interest. From time to time we have arranged for temporary staffing and consulting services from eNet IT Group, LLC ("eNet IT Group"). Mr. Lemonis has a 51% economic interest in eNet IT Group. We paid eNet IT Group approximately $0.1 million, $0.5 million, $0.6 million, $0.3 million and $13,518 for the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013, respectively, primarily for third party temporary staffing arranged by eNet IT Group. eNet IT Group, in turn, paid the third party temporary staffing directly. Additionally, we purchase fixtures for interior store sets at our retail locations from Precise Graphix, LLC ("Precise Graphix"). Mr. Lemonis has a 33% economic interest in Precise Graphix and we paid Precise Graphix approximately $1.2 million, $0.5 million and $1.7 million for the six months ended June 30, 2016 and 2015 and the year ended December 31, 2015, respectively.

The Transactions

In connection with the Transactions, we will engage in certain transactions with certain of our directors, executive officers and other persons and entities which are or will become holders of 5% or more of our voting securities upon the consummation of the Transactions. These transactions are described in "Our Organizational Structure."

Tax Receivable Agreement

We may obtain an increase in our share of the tax basis of the assets of CWGS, LLC in the future, when we purchase common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and when (as described below under "— CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Common unit redemption right") a Continuing Equity Owner receives Class A common stock or cash, as applicable, from us in connection with an exercise of such Continuing Equity Owner's right to have common units in CWGS, LLC held by such Continuing Equity Owner redeemed by CWGS, LLC or, at our election, exchanged (which we intend to treat as our direct purchase of common units from such Continuing Equity Owner for U.S. federal income and other applicable tax purposes, regardless of whether such common units are surrendered by a Continuing Equity Owner to CWGS, LLC for redemption or sold to us upon the exercise of our election to acquire such common units directly) (such basis increases, together with the basis increases arising in connection with the direct purchase from Crestview Partners II GP, L.P. in connection with this offering, the "Basis Adjustments"). Any Basis Adjustment will have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities. The Basis Adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

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In connection with the transactions described above, we will enter into a Tax Receivable Agreement with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. that will provide for the payment by Camping World Holdings, Inc. to such persons of 85% of the amount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes, or in some circumstances is deemed to realize, as a result of the transactions described above, including the Basis Adjustments and certain other tax benefits attributable to payments made under the Tax Receivable Agreement. CWGS, LLC intends to have in effect an election under Section 754 of the Internal Revenue Code effective for each taxable year in which a redemption or exchange (including deemed exchange) of CWGS, LLC common units for cash or stock occurs. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owner's and Crestview Partners II GP, L.P.'s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than Camping World Holdings, Inc. as transferee pursuant to a redemption or exchange of common units in CWGS, LLC). We expect to benefit from the remaining 15% of the tax benefits, if any, that we may actually realize.

The actual Basis Adjustments, as well as any amounts paid to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will vary depending on a number of factors, including:

•: the timing of any future redemptions or exchanges — for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of CWGS, LLC at the time of each redemption or exchange;
•: the price of shares of our Class A common stock at the time of the initial purchases from Continuing Equity Owners in connection with this offering and any future redemptions or exchanges — the Basis Adjustments, as well as any related increase in any tax deductions, is directly related to the price of shares of our Class A common stock at the time of such initial purchase or future redemptions or exchanges;
•: the extent to which such redemptions or exchanges are taxable — if a redemption or exchange is not taxable for any reason, increased tax deductions will not be available; and
•: the amount and timing of our income — the Tax Receivable Agreement generally will require Camping World Holdings, Inc. to pay 85% of the tax benefits as and when those benefits are treated as realized under the terms of the Tax Receivable Agreement. If Camping World Holdings, Inc. does not have taxable income, it generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no tax benefits will have been actually realized. However, any tax benefits that do not result in realized tax benefits in a given taxable year will likely generate tax attributes that may be utilized to generate tax benefits in previous or future taxable years. The utilization of any such tax attributes will result in payments under the Tax Receivable Agreement.

For purposes of the Tax Receivable Agreement, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no Basis Adjustments, had the Tax Receivable Agreement not been entered into and had there been no tax benefits to us as a result of any payments made under the Tax Receivable Agreement; provided that, for purposes of determining cash savings with respect to state and local income taxes we will use an assumed tax rate. The Tax Receivable Agreement will generally apply to each of our taxable years, beginning with our first taxable year ending after this offering. There is no maximum term for the Tax Receivable Agreement; however, the Tax Receivable Agreement may be terminated by us pursuant to an early termination procedure that requires us to

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pay the Continuing Equity Owners and Crestview Partners II GP, L.P. an agreed-upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated with certain assumptions).

The payment obligations under the Tax Receivable Agreement are obligations of Camping World Holdings, Inc. and not of CWGS, LLC. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we may be required to make to the Continuing Equity Owners and Crestview Partners II GP, L.P. could be substantial. Any payments made by us to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. We anticipate funding ordinary course payments under the Tax Receivable Agreement from cash flow from operations of our subsidiaries, available cash and/or available borrowings under our Senior Secured Credit Facilities or any future credit facilities. See "Unaudited Pro Forma Financial Information." Decisions made by us in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by a redeeming Continuing Equity Owner and Crestview Partners II GP, L.P. under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments.

The Tax Receivable Agreement provides that if certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, if we materially breach any of our material obligations under the Tax Receivable Agreement or if, at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor's obligations, under the Tax Receivable Agreement would accelerate and become due and payable, based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. We may elect to completely terminate the Tax Receivable Agreement early only with the written approval of each of (i) a majority of Camping World Holdings, Inc.'s "independent directors" (within the meaning of Rule 10A-3 promulgated under the Exchange Act and the corresponding rules of the NYSE), (ii) Crestview and (iii) ML Acquisition.

As a result of the foregoing, (i) we could be required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement, and (ii) we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine. We will not be reimbursed for any cash payments previously made to the Continuing Equity Owners and Crestview Partners II GP, L.P. pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently challenged by a taxing

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authority and ultimately disallowed. Instead, any excess cash payments made by us to a Continuing Equity Owner and Crestview Partners II GP, L.P. will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However, a challenge to any tax benefits initially claimed by us may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments from which to net against. The applicable U.S. federal income tax rules are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

If we receive a formal notice or assessment from a taxing authority with respect to any cash savings covered by the Tax Receivable Agreement, we will place any subsequent tax benefit payments that would otherwise be made to the Continuing Equity Owners and Crestview Partners II GP, L.P. into an interest-bearing escrow account until there is a final determination. We will have full responsibility for, and sole discretion over, all Camping World Holdings, Inc. tax matters, including the filing and amendment of all tax returns and claims for refund and defense of all tax contests, subject to certain participation and approval rights held by the Continuing Equity Owners and Crestview Partners II GP, L.P.

Under the Tax Receivable Agreement, we are required to provide the Continuing Equity Owners and Crestview Partners II GP, L.P. with a schedule showing the calculation of payments that are due under the Tax Receivable Agreement with respect to each taxable year with respect to which a payment obligation arises within 90 days after filing our U.S. federal income tax return for such taxable year. This calculation will be based upon the advice of our tax advisors. Payments under the Tax Receivable Agreement will generally be made to the Continuing Equity Owners and Crestview Partners II GP, L.P., as applicable, within three business days after this schedule becomes final pursuant to the procedures set forth in the Tax Receivable Agreement, although interest on such payments will begin to accrue at a rate of LIBOR plus 100 basis points from the due date (without extensions) of such tax return. Any late payments that may be made under the Tax Receivable Agreement will continue to accrue interest at a rate equal to the sum of the highest rate applicable at the time under the Senior Secured Credit Facilities (or any replacement thereof), plus 200 basis points, until such payments are made, generally including any late payments that we may subsequently make because we did not have enough available cash to satisfy our payment obligations at the time at which they originally arose.

If all of the Continuing Equity Owners were to have their common units redeemed, we would recognize a deferred tax asset of approximately $938 million and a liability of approximately $798 million, representing 85% of the tax benefits due to the Continuing Equity Owners (of which approximately 63.9%, 32.4% and 3.7% of the tax benefits would be attributable to ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders, respectively), assuming (i) all exchanges occurred on the same day; (ii) a price of $22.00 per share (the midpoint of the price range set forth on the cover page of this prospectus); (iii) a constant corporate tax rate of 38.5%; (iv) we will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law. For each 5% increase (decrease) in the amount of common units exchanged by the Continuing Equity Owners, our deferred tax asset would increase (decrease) by approximately $47 million and the related liability would increase (decrease) by approximately $40 million, assuming that the price per share and corporate tax rate remain the same. For each $1.00 increase (decrease) in the assumed share price of $22.00 per share, our deferred tax asset would increase (decrease) by approximately $36 million and the related liability would increase (decrease) by approximately $30 million, assuming that the number of common units exchanged by the Continuing Equity Owners and the corporate tax rate remain the same. These amounts are

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estimates and have been prepared for informational purposes only. As discussed above, the actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of our shares of Class A common stock at the time of the exchange, and the tax rates then in effect.

CWGS LLC Agreement

Agreement in Effect Before Consummation of this Offering

CWGS, LLC and the Original Equity Owners are parties to a Limited Liability Company Agreement of CWGS Enterprises, LLC, dated as of March 2, 2011 and as amended by (i) the First Amendment to the Limited Liability Company Agreement of CWGS, LLC, dated as of August 12, 2013, (ii) the Second Amendment to the Limited Liability Company Agreement of CWGS, LLC, dated as of September 30, 2014, (iii) the Third Amendment to the Limited Liability Company Agreement of CWGS, LLC, dated as of January 1, 2015 and (iv) the Fourth Amendment to the Limited Liability Company Agreement of CWGS, LLC, dated as of April 15, 2016, which governs the business operations of CWGS, LLC and defines the relative rights and privileges associated with the existing units of CWGS, LLC. We refer to this agreement as the "Existing LLC Agreement." Under the Existing LLC Agreement, the board of directors of CWGS, LLC has the sole and exclusive right and authority to manage and control the business and affairs of CWGS, LLC and the day-to-day business operations of CWGS, LLC are overseen and implemented by officers of CWGS, LLC. Each Original Equity Owner's rights under the Existing LLC Agreement continue until the effective time of the new CWGS, LLC operating agreement to be adopted in connection with this offering, as described below, at which time the Continuing Equity Owners will continue as members that hold common units in CWGS, LLC with the respective rights thereunder.

Agreement in Effect Upon Consummation of this Offering

In connection with the consummation of this offering, we and the Continuing Equity Owners will enter into CWGS, LLC's Amended and Restated Limited Liability Company Agreement, which we refer to as the "CWGS LLC Agreement."

Appointment as manager. Under the CWGS LLC Agreement, we will become a member and the sole manager of CWGS, LLC. As the sole manager, we will be able to control all of the day-to-day business affairs and decision-making of CWGS, LLC without the approval of any other member. As such, we, through our officers and directors, will be responsible for all operational and administrative decisions of CWGS, LLC and the day-to-day management of CWGS, LLC's business. Pursuant to the terms of the CWGS LLC Agreement, we cannot, under any circumstances, be removed or replaced as the sole manager of CWGS, LLC except by our resignation, which may be given at any time by written notice to the members.

Compensation: Fees and Expenses. We will not be entitled to compensation for our services as manager. We will be entitled to reimbursement by CWGS, LLC for reasonable fees and expenses incurred on behalf of CWGS, LLC, including all expenses associated with this offering and any subsequent offering of our Class A common stock.

Loans to CWGS, LLC. Subject to board approval and restrictions imposed by our Senior Secured Credit Facilities and our Floor Plan Facility, the CWGS LLC Agreement will permit, among other things, us to make loans to CWGS, LLC upon reasonable terms.

Distributions. The CWGS LLC Agreement will require "tax distributions" to be made by CWGS, LLC to its members, as that term is used in the agreement, except to the extent such distributions would render CWGS, LLC insolvent or are otherwise prohibited by law or our Senior Secured Credit Facilities, our Floor Plan Facility or any of our future debt agreements. Tax distributions will be made on a quarterly basis, to each member of CWGS, LLC, including us, based

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on such member's allocable share of the taxable income of CWGS, LLC and an assumed tax rate that will be determined by us, as described below. For this purpose, the taxable income of CWGS, LLC, and Camping World Holdings, Inc.'s allocable share of such taxable income, shall be determined without regard to any Basis Adjustments (as described above under "— Tax Receivable Agreement"). The assumed tax rate for purposes of determining tax distributions from CWGS, LLC to its members will be the highest combined federal, state, and local tax rate that may potentially apply to any one of CWGS, LLC's members (currently 52.62% of taxable income), regardless of the actual final tax liability of any such member. The CWGS LLC Agreement will also allow for cash distributions to be made by CWGS, LLC (subject to our sole discretion as the sole manager of CWGS, LLC) to its members on a pro rata basis and necessary to enable us to cover our operating expenses and other obligations, including our tax liability and obligations under the Tax Receivable Agreement, except to the extent such distributions would render CWGS, LLC insolvent or are otherwise prohibited by law or our Senior Secured Credit Facilities, our Floor Plan Facility or any of our future debt agreements.

Transfer restrictions. The CWGS LLC Agreement generally does not permit transfers of common units by members, except for transfers to permitted transferees, pursuant to a drag-along right (as defined below), transfers approved in writing by us, as manager, and other limited exceptions. In the event of a permitted transfer under the CWGS LLC Agreement, such member (other than a Former Profit Unit Holder) will be required to simultaneously transfer shares of Class B common stock to such transferee equal to the number of common units that were transferred to such transferee in such permitted transfer.

The CWGS LLC Agreement provides that, in the event that our board of directors and our stockholders approve a Qualified Transaction (as defined below), each member of CWGS, LLC agrees to sell all of its common units to the acquirer or its designee in such Qualified Transaction for an amount of consideration per common unit equal to the amount of consideration to be received per share of Class A common stock in such Qualified Transaction, and otherwise on the same terms and conditions that apply to the Class A common stock in such Qualified Transaction (such right, a "drag-along right"). A "Qualified Transaction" means a bona fide negotiated transaction pursuant to which we consolidate with or merge into any other entity or any other entity merges into us, or any tender offer or share issuance or similar business combination transaction unless (i) ML Acquisition and ML RV Group will continue to be entitled to the number of votes necessary such that each of ML Acquisition and ML RV Group cast no less than 47% and 5%, respectively, of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally after the consummation of such Qualified Transaction or (ii) if clause (i) no longer applies, at the time such Qualified Transaction is approved, stockholders of the company immediately before such Qualified Transaction beneficially own, directly or indirectly immediately following the consummation of such Qualified Transaction, at least a majority of the combined voting power of the outstanding voting securities of the entity resulting from such Qualified Transaction in substantially the same proportion as their ownership of the outstanding securities entitled to vote generally in elections of directors of the company immediately before such Qualified Transaction.

Except for certain exceptions, any transferee of common units must assume, by operation of law or executing a joinder to the CWGS LLC Agreement, all of the obligations of a transferring member with respect to the transferred units, and such transferee shall be bound by any limitations and obligations under the CWGS LLC Agreement even if the transferee is not admitted as a member of CWGS, LLC. A member shall remain as a member with all rights and obligations until the transferee is accepted as substitute member in accordance with the CWGS LLC Agreement.

Recapitalization. The CWGS LLC Agreement will recapitalize the units currently held by the existing members of CWGS, LLC into a new single class of common units of CWGS, LLC. The CWGS LLC Agreement will also reflect a split of common units such that one common unit can be

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acquired with the net proceeds received in the initial offering from the sale of one share of our Class A common stock, after the deduction of underwriting discounts and commissions. Each common unit generally will entitle the holder to a pro rata share of the net profits and net losses and distributions of CWGS, LLC.

Maintenance of one-to-one ratio between shares of Class A common stock and common units owned by the Company and one-to-one ratio between shares of Class B common stock and common units owned by the Continuing Equity Owners (other than the Former Profit Unit Holders). The CWGS LLC Agreement requires CWGS, LLC to take all actions with respect to its common units, including reclassifications, distributions, divisions or recapitalizations, such that (i) we at all times maintain a ratio of one common unit owned by us for each share of Class A common stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities), and (ii) CWGS, LLC at all times maintain (x) a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of common units owned by us and (y) a one-to-one ratio between the number of shares of Class B commons stock owned by the Continuing Equity Owners (other than the Former Profit Unit Holders) and the number of common units owned by the Continuing Equity Owners (other than the Former Profit Unit Holders). This ratio requirement disregards (i) shares of our Class A common stock under unvested options issued by us, (ii) treasury stock and (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by us that are convertible into or exercisable or exchangeable for shares of Class A common stock, except to the extent we have contributed the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, to the equity capital of CWGS, LLC. In addition, the Class A common stock ratio requirement disregards all common units at any time held by any other person, including the Continuing Equity Owners and the holders of options over common units. If we issue, transfer or deliver from treasury stock or repurchase shares of Class A common stock in a transaction not contemplated by the CWGS LLC Agreement, we as manager have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding common units we own equals, on a one-for-one basis, the number of outstanding shares of Class A common stock. If we issue, transfer or deliver from treasury stock or repurchase or redeem any of our preferred stock in a transaction not contemplated by the CWGS LLC Agreement, we as manager have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries repurchases or redemptions, we hold (in the case of any issuance, transfer or delivery) or cease to hold (in the case of any repurchase or redemption) equity interests in CWGS, LLC which (in our good faith determination) are in the aggregate substantially equivalent to our preferred stock so issued, transferred, delivered, repurchased or redeemed. CWGS, LLC is prohibited from undertaking any subdivision (by any split of units, distribution of units, reclassification, recapitalization or similar event) or combination (by reverse split of units, reclassification, recapitalization or similar event) of the common units that is not accompanied by an identical subdivision or combination of (i) our Class A common stock to maintain at all times a one-to-one ratio between the number of common units owned by us and the number of outstanding shares of our Class A common stock, or (ii) our Class B common stock to maintain at all times a one-to-one ratio between the number of common units owned by the Continuing Equity Owners (other than the Former Profit Unit Holders) and the number of outstanding shares of our Class B common stock, as applicable, in each case, subject to exceptions.

Issuance of common units upon exercise of options or issuance of other equity compensation. Upon the exercise of options issued by us (as opposed to options issued by CWGS, LLC), or the issuance of other types of equity compensation by us (such as the issuance of restricted or non-restricted stock, payment of bonuses in stock or settlement of stock appreciation rights in stock), we will have the right to acquire from CWGS, LLC a number of common units equal to the number of our shares of Class A common stock being issued in connection with the exercise of

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such options or issuance of other types of equity compensation multiplied by a fraction, the numerator of which is the number of common units then outstanding and the denominator of which is the number of shares of Class A common stock which would be outstanding if all common units had been converted to shares of Class A common stock. When we issue shares of Class A common stock in settlement of stock options granted to persons that are not officers or employees of CWGS, LLC or its subsidiaries, we will make, or be deemed to make, a capital contribution in CWGS, LLC equal to the aggregate value of such shares of Class A common stock and CWGS, LLC will issue to us a number of common units equal to the number of shares we issued. When we issue shares of Class A common stock in settlement of stock options granted to persons that are officers or employees of CWGS, LLC or its subsidiaries, then we will be deemed to have sold directly to the person exercising such award a portion of the value of each share of Class A common stock equal to the exercise price per share, and we will be deemed to have sold directly to CWGS, LLC (or the applicable subsidiary of CWGS, LLC) the difference between the exercise price and market price per share for each such share of Class A common stock. In cases where we grant other types of equity compensation to employees of CWGS, LLC or its subsidiaries, on each applicable vesting date we will be deemed to have sold to CWGS, LLC (or such subsidiary) the number of vested shares at a price equal to the market price per share, CWGS, LLC (or such subsidiary) will deliver the shares to the applicable person, and we will be deemed to have made a capital contribution in CWGS, LLC equal to the purchase price for such shares in exchange for an equal number of common units of CWGS, LLC.

Dissolution. The CWGS LLC Agreement will provide that our consent as the managing member of CWGS, LLC and members holding a majority of the voting units will be required to voluntarily dissolve CWGS, LLC. In addition to a voluntary dissolution, CWGS, LLC will be dissolved upon the entry of a decree of judicial dissolution or other circumstances in accordance with Delaware law. Upon a dissolution event, the proceeds of a liquidation will be distributed in the following order: (i) first, to pay the expenses of winding up CWGS, LLC; (ii) second, to pay debts and liabilities owed to creditors of CWGS, LLC, other than members; and (iii) third, to the members pro-rata in accordance with their respective percentage ownership interests in CWGS, LLC (as determined based on the number of common units held by a member relative to the aggregate number of all outstanding common units).

Confidentiality. We, as manager, and each member agree to maintain the confidentiality of CWGS, LLC's confidential information. This obligation excludes information independently obtained or developed by the members, information that is in the public domain or otherwise disclosed to a member, in either such case not in violation of a confidentiality obligation of the CWGS LLC Agreement or is approved for release by written authorization of the Chief Executive Officer, Chief Operating and Legal Officer or Chief Financial Officer of either Camping World Holdings, Inc. or CWGS, LLC.

Indemnification. The CWGS LLC Agreement will provide for indemnification of the manager, members and officers of CWGS, LLC and their respective subsidiaries or affiliates.

Common unit redemption right. The CWGS LLC Agreement will provide a redemption right to the Continuing Equity Owners which will entitle them to have their common units redeemed from time to time at their election for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise

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such redemption right for as long as their common units remain outstanding. In connection with the exercise of the redemption or exchange of common units (i) the Continuing Equity Owners (other than the Former Profit Unit Holders) will be required to surrender a number of shares of our Class B common stock registered in the name of such redeeming or exchanging Continuing Equity Owner (other than Former Profit Unit Holders), which we will cancel for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged and (ii) all redeeming members will surrender common units to CWGS, LLC for cancellation.

Each Continuing Equity Owner's redemption rights will be subject to certain customary limitations, including the expiration of any contractual lock-up period relating to the shares of Class A common stock of the Company that may be applicable to such Continuing Equity Owner and the absence of any liens or encumbrances on such common units redeemed. Additionally, in the case we elect a cash settlement, such Continuing Equity Owner may rescind its redemption request within a specified period of time. Moreover, in the case of a settlement in Class A common stock, such redemption may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed redemption. In the case of a settlement in Class A common stock, such Continuing Equity Owner may also revoke or delay its redemption request if the following conditions exist: (i) any registration statement pursuant to which the resale of the Class A common stock to be registered for such Continuing Equity Owner at or immediately following the consummation of the redemption shall have ceased to be effective pursuant to any action or inaction by the SEC or no such resale registration statement has yet become effective; (ii) we failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such redemption; (iii) we exercised our right to defer, delay or suspend the filing or effectiveness of a registration statement and such deferral, delay or suspension shall affect the ability of such Continuing Equity Owner to have its Class A common stock registered at or immediately following the consummation of the redemption; (iv) such Continuing Equity Owner is in possession of any material non-public information concerning us, the receipt of which results in such Continuing Equity Owner being prohibited or restricted from selling Class A common stock at or immediately following the redemption without disclosure of such information (and we do not permit disclosure); (v) any stop order relating to the registration statement pursuant to which the Class A common stock was to be registered by such Continuing Equity Owner at or immediately following the redemption shall have been issued by the SEC; (vi) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A common stock is then traded; (vii) there shall be in effect an injunction, a restraining order or a decree of any nature of any governmental entity that restrains or prohibits the redemption; (viii) we shall have failed to comply in all material respects with our obligations under the Registration Rights Agreement, and such failure shall have affected the ability of such Continuing Equity Owner to consummate the resale of the Class A common stock to be received upon such redemption pursuant to an effective registration statement; or (ix) the redemption date would occur three business days or less prior to, or during, a black-out period.

The CWGS LLC Agreement will require that we contribute cash or shares of our Class A common stock, as applicable, to CWGS, LLC in exchange for an amount of newly-issued common units in CWGS, LLC that will be issued to us equal to the number of common units redeemed from the Continuing Equity Owner. CWGS, LLC will then distribute the cash or shares of our Class A common stock, as applicable, to such Continuing Equity Owner to complete the redemption. In the event of such election by a Continuing Equity Owner, we may, at our option, effect a direct exchange of cash or our Class A common stock, as applicable, for such common units in lieu of such a redemption. Whether by redemption or exchange, we are obligated to ensure that at all times the number of common units that we own equals the number of our outstanding shares of Class A common stock (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

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Voting Agreement

Pursuant to the Voting Agreement, Crestview will have the right to designate four Crestview Directors (unless Marcus Lemonis is no longer our Chief Executive Officer, in which case, Crestview will have the right to designate three Crestview Directors) for as long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, 32.5% or more of our Class A common stock, three Crestview Directors for so long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 32.5% but 25% or more of our Class A common stock, two Crestview Directors for as long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 25% but 15% or more of our Class A common stock and one Crestview Director for as long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 15% but 7.5% or more of our Class A common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued shares of our Class A common stock on a one-for-one basis). Each of ML Acquisition and ML RV Group will agree to vote, or cause to vote, all of their outstanding shares of our Class A common stock, Class B common stock and Class C common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the Crestview Directors. In addition, the ML Related Parties will also have the right to designate four ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of our Class A common stock, three ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 27.5% but 25% or more of our Class A common stock, two ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 25% but 15% or more of our Class A common stock and one ML Acquisition Director for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 15% but 7.5% or more of our Class A common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued shares of our Class A common stock on a one-for-one basis). Moreover, ML RV Group will have the right to designate one director for as long as it holds our one share of Class C common stock. Funds controlled by Crestview Partners II GP, L.P. will agree to vote, or cause to vote, all of their outstanding shares of our Class A common stock and Class B common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the ML Acquisition Directors and the ML RV Director. Additionally, pursuant to the Voting Agreement, we shall take commercially reasonable action to cause (i) the board of directors to be comprised at least of nine directors; (ii) the individuals designated in accordance with the terms of the Voting Agreement to be included in the slate of nominees to be elected to the board of directors at the next annual or special meeting of stockholders of the Company at which directors are to be elected and at each annual meeting of stockholders of the Company thereafter at which a director's term expires; (iii) the individuals designated in accordance with the terms of the Voting Agreement to fill the applicable vacancies on the board of directors; and (iv) a ML Director or the ML RV Director to be the chairperson of the board of directors (as defined in the bylaws). The Voting Agreement allows for the board of directors to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the board of directors' fiduciary duties to the Company's stockholders or does not otherwise comply with any requirements of our amended and restated certificate of incorporation or our amended and restated bylaws or the charter for, or related guidelines of, the board of directors' nominating and corporate governance committee. See "Management — Board of Directors."

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one-for-one basis), the approval of Crestview Partners II GP, L.P. and the ML Related Parties, as applicable, will be required for certain corporate actions. These actions include: (1) a change of control; (2) acquisitions or dispositions of assets above $100 million; (3) the issuance of securities of Camping World Holdings, Inc. or any of its subsidiaries (other than under equity incentive plans that have received the prior approval of our board of directors); (4) material amendments to our certificate of incorporation or bylaws; and (5) any change in the size of the board of directors. The Voting Agreement will also provide that, for so long as either Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, 28% or more of our Class A common stock, or the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 28% or more of our Class A common stock (assuming in each such case that all outstanding common units of CWGS, LLC are redeemed for newly issued shares of our Class A common stock, on a one-for-one basis), the approval of Crestview Partners II GP, L.P. and the ML Related Parties, as applicable, will be required for the hiring and termination of our Chief Executive Officer; provided, however, that the approval of Crestview Partners II GP, L.P., and the ML Related Parties, as applicable, shall only be required at such time as Marcus Lemonis no longer serves as our Chief Executive Officer.

The Voting Agreement will terminate upon the earliest to occur of (a) each of the ML Related Parties, Crestview and the ML RV Group no longer have any right to designate a director as set forth therein, and (b) the unanimous written consent of the parties to the Voting Agreement.

Registration Rights Agreement

We intend to enter into a Registration Rights Agreement with the Original Equity Owners in connection with this offering. The Registration Rights Agreement will provide ML Acquisition and Crestview Partners II GP, L.P. certain registration rights whereby, at any time following our initial public offering and the expiration of any related lock-up period, they can require us to register under the Securities Act of 1933, as amended, (the "Securities Act"), shares of Class A common stock issuable to them, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), upon redemption or exchange of their common units in CWGS, LLC. The Registration Rights Agreement will also provide for piggyback registration rights for all Original Equity Owners that are parties to the agreement.

Employment Agreements

We intend to enter into an employment agreement with each of our named executive officers in connection with this offering. See "Executive Compensation — Compensation Programs to Be Adopted In Connection With This Offering New — New Employment Agreements."

Director and Officer Indemnification and Insurance

We have entered into indemnification agreements with certain of our directors and executive officers, and purchased directors' and officers' liability insurance. See "Description of Capital Stock — Limitations on Liability and Indemnification of Officers and Directors."

Our Policy Regarding Related Party Transactions

Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Prior to the consummation of this offering, our board of directors will adopt a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock that is listed on the NYSE. Under the new policy:

•: any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by a committee of the board

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of directors composed solely of independent directors who are disinterested or by the disinterested members of the board of directors; and

•: any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the board of directors or recommended by the compensation committee to the board of directors for its approval.

In connection with the review and approval or ratification of a related person transaction:

•: management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person's direct or indirect interest in, or relationship to, the related person transaction;
•: management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;
•: management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with the Securities Act and the Exchange Act and related rules; and
•: management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a "personal loan" for purposes of Section 402 of the Sarbanes-Oxley Act.

In addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director should consider whether such transaction would compromise the director's status as an "independent," "outside," or "non-employee" director, as applicable, under the rules and regulations of the SEC, the NYSE and the Internal Revenue Code.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our Class A common stock, Class B common stock and Class C common stock (i) immediately following the consummation of the Transactions, as described in "Our Organizational Structure" and (ii) as adjusted to give effect to this offering, for:

•: each person known by us to beneficially own more than 5% of our Class A common stock, our Class B common stock or our Class C common stock;
•: each of our directors;
•: each of our named executive officers; and
•: all of our executive officers and directors as a group.

As described in "Our Organizational Structure" and "Certain Relationships and Related Party Transactions," each common unit (other than common units held by us) is redeemable from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement." In connection with this offering, we will issue to each Continuing Equity Owner (other than the Former Profit Unit Holders) for nominal consideration one share of Class B common stock for each common unit of CWGS, LLC it owns. As a result, the number of shares of Class B common stock listed in the table below correlates to the number of common units of CWGS, LLC each such Continuing Equity Owner (other than the Former Profit Unit Holders) will own immediately after this offering. In addition, in connection with this offering, we will issue to ML RV Group for nominal consideration one share of Class C common stock. Although the number of shares of Class A common stock being offered hereby to the public and the total number of CWGS, LLC common units outstanding after the offering will remain fixed regardless of the initial public offering price in this offering, the shares of Class B common stock held by the beneficial owners set forth in the table below after the consummation of the Transactions will vary, depending on the initial public offering price in this offering. The table below assumes the shares of Class A common stock are offered at $22.00 per share (the midpoint of the price range listed on the cover page of this prospectus). See "The Offering."

The number of shares beneficially owned by each stockholder as described in this prospectus is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, or other rights, including the redemption right described above with respect to each common unit, held by such person that are currently exercisable or will become exercisable within 60 days of the date of this prospectus, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of all listed stockholders is 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

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	Class A Common Stock Beneficially Owned (1)									Class B Common Stock Beneficially Owned									Class C Common Stock Beneficially Owned									Combined Voting Power (2)

	After Giving Effect to the Transaction and Before this Offering			After Giving Effect to the Transaction and After this Offering (No Exercise of Option)			After Giving Effect to the Transaction and After this Offering (With Full Exercise of Option)			After Giving Effect to the Transaction and Before this Offering			After Giving Effect to the Transaction and After this Offering (No Exercise of Option)			After Giving Effect to the Transaction and After this Offering (With Full Exercise of Option)			After Giving Effect to the Transaction and Before this Offering			After Giving Effect to the Transaction and After this Offering (No Exercise of Option)			After Giving Effect to the Transaction and After this Offering (With Full Exercise of Option)			After Giving Effect to the Transaction and After this Offering (No Exercise of Option)		After Giving Effect to the Transaction and After this Offering (With Full Exercise of Option)

Name of Beneficial Owner	Number	%		Number	%		Number	%		Number	%		Number	%		Number	%		Number	%		Number	%		Number	%

5% Stockholders:
ML Acquisition Company, LLC (3)	36,056,094	83.6	%	36,056,094	66.2	%	36,056,094	64.2	%	36,056,094	58.2	%	36,056,094	58.2	%	36,056,094	58.2	%	—	—		—	—		—	—		47.0	%	47.0	%
ML RV Group, LLC	—	—		—	—		—	—		—	—		—	—		—	—		1	100	%	1	100	%	1	100	%	5.0	%	5.0	%
Crestview Partners II GP, L.P. (4)	33,010,351	100	%	33,010,351	64.2	%	33,010,351	62.1	%	25,946,635	41.8	%	25,946,635	41.8	%	25,946,635	41.8	%	—	—		—	—		—	—		35.7	%	34.4	%
Named Executive Officers and Directors:
Marcus A. Lemonis (5)	36,056,094	83.6	%	36,056,094	66.2	%	36,056,094	64.2	%	36,056,094	58.2	%	36,056,094	58.2	%	36,056,094	58.2	%	1	100	%	1	100	%	1	100	%	52.0	%	52.0	%
Thomas F. Wolfe (6)	276,980	3.8	%	276,980	1.5	%	276,980	1.4	%	—	—		—	—		—	—		—	—		—	—		—	—		—		—
Brent L. Moody (6)	547,568	7.2	%	547,568	2.9	%	547,568	2.6	%	—	—		—	—		—	—		—	—		—	—		—	—		—		—
Roger Nuttall (6)	426,123	5.7	%	426,123	2.3	%	426,123	2.1	%	—	—		—	—		—	—		—	—		—	—		—	—		—		—
Mark J. Boggess (6)	149,143	2.1	%	149,143	*		149,143	*		—	—		—	—		—	—		—	—		—	—		—	—		—		—
Stephen Adams (6)	—	—		—	—		—	—		—	—		—	—		—	—		—	—		—	—		—	—		—		—
Andris A. Baltins (6)	319,592	4.3	%	319,592	1.7	%	319,592	1.6	%	—	—		—	—		—	—		—	—		—	—		—	—		—		—
Brian P. Cassidy (6)	—	—		—	—		—	—		—	—		—	—		—	—		—	—		—	—		—	—		—		—
Jeffrey A. Marcus (6)	—	—		—	—		—	—		—	—		—	—		—	—		—	—		—	—		—	—		—		—
K. Dillon Schickli (6)	85,225	1.2	%	85,225	*		85,225	*		—	—		—	—		—	—		—	—		—	—		—	—		—		—
All executive officers and directors as a group (10 individuals)	37,860,725	84.3	%	37,860,725	67.3	%	37,860,725	65.3	%	36,056,094	58.2	%	36,056,094	58.2	%	36,056,094	58.2	%	1	100	%	1	100	%	1	100	%	52.0	%	52.0	%

*: Represents beneficial ownership of less than 1%.
(1): Each common unit (other than common units held by us) is redeemable from time to time at each holder's option for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement." In these tables, beneficial ownership of common units has been reflected as beneficial ownership of shares of our Class A common stock for which such common units may be exchanged. When a common unit is exchanged by a Continuing Equity Owner who holds shares of our Class B common stock, a corresponding share of Class B common stock will be cancelled.
(2): Represents the percentage of voting power of our Class A common stock, Class B common stock and Class C common stock voting as a single class. Each share of Class A common stock and each share of Class B common stock entitles the registered holder thereof to one vote per share on all matters presented to stockholders for a vote generally, including the election of directors; provided that, for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of our Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. In addition, the one share of our Class C common stock entitles its holder, ML RV Group, to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to our stockholders generally for as long as there is no Class C Change of Control. For the definition of "Class C Change of Control," please see "Description of Capital Stock." The Class A common stock, Class B common stock and Class C common stock will vote as a single class on all matters except as required by law or the certificate.
(3): Represents shares held by CWGS Holding, LLC, a wholly-owned subsidiary of ML Acquisition Company, LLC. All shares of Class A common stock shown as beneficially owned by CWGS Holding, LLC represent shares of Class A common stock that may be acquired upon the exchange of common units of CWGS, LLC for Class A common stock on a one-for-one basis. Marcus Lemonis, as the sole director of ML Acquisition Company, LLC, has sole voting and dispositive power with respect to these shares and therefore may be deemed to be the beneficial owner, as determined under rules issued by the SEC, of shares held by CWGS Holding, LLC.
(4): Crestview Partners II GP, L.P. may be deemed to be the beneficial owner of (i) 7,063,716 shares of Class A common stock owned directly by CVRV Acquisition II LLC and (ii) 25,946,635 common units of CWGS, LLC and 25,946,635 shares of Class B common stock, in each case as determined under rules issued by the SEC, with such common units and shares of Class B common stock owned directly by CVRV Acquisition LLC. Crestview Partners II, L.P. and Crestview Partners II (FF), L.P. are members of CVRV Acquisition LLC, and Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. are members of CVRV Acquisition II LLC. Crestview Partners II GP, L.P. is the general partner of each of Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. (collectively, the "Crestview Funds"). Crestview Partners II GP, L.P. and the Crestview Funds may be deemed to be beneficial owners of the units and shares owned directly by CVRV Acquisition LLC and CVRV Acquisition II LLC. Crestview Partners II GP, L.P. has voting and investment control over such units and shares. Decisions by Crestview Partners II GP, L.P. to vote or dispose of such units or shares require the approval of a majority of the ten members of its investment committee, which is composed of the following individuals: Barry S. Volpert, Thomas S. Murphy, Jr., Jeffrey A. Marcus, Robert J. Hurst, Richard M. DeMartini, Robert V. Delaney, Jr., Brian P. Cassidy, Quentin Chu, Alexander M. Rose and Adam J. Klein. None of the foregoing persons has the power individually to vote or dispose of any of such units or shares. Each of the foregoing individuals disclaims beneficial ownership of all such units and shares. The address of each of the foregoing is c/o Crestview, 667 Madison Avenue, 10th Floor, New York, New York 10065.
(5): Marcus Lemonis, as the sole director of ML Acquisition Company, LLC, may be deemed to be the beneficial owner, as determined under rules issued by the SEC, of (i) 36,056,094 shares of Class A common stock shown as held by CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which represent shares of Class A common stock that may be acquired upon the exchange of common units of CWGS, LLC for Class A common stock on a one-for-one basis and (ii) 36,056,094 shares of Class B common stock held by CWGS Holding, LLC. Mr. Lemonis, as sole member, Chairman and Chief Executive Officer of ML RV Group, LLC, may also be deemed to be the beneficial owner, as determined under rules issued by the SEC, of one share of Class C common stock held by ML RV Group, LLC.
(6): All shares of Class A common stock shown as beneficially owned by such individual represent shares of Class A common stock that may be acquired upon the exchange of common units of CWGS, LLC for Class A common stock on a one-for-one basis.

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DESCRIPTION OF CAPITAL STOCK

General

At or prior to the consummation of this offering, we will file an amended and restated certificate of incorporation, (our "certificate"), and we will adopt our amended and restated bylaws (our "bylaws"). Our certificate will authorize capital stock consisting of:

•: 250,000,000 shares of Class A common stock, par value $0.01 per share;
•: 75,000,000 shares of Class B common stock, par value $0.0001 per share;
•: one share of Class C common stock, par value $0.0001 per share; and
•: 20,000,000 shares of preferred stock, par value $0.0001 per share.

We are selling 11,363,636 shares of Class A common stock in this offering (13,068,181 shares if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). All shares of our Class A common stock outstanding upon consummation of this offering will be fully paid and non-assessable. We are selling 62,002,729 shares of Class B common stock to the Continuing Equity Owners (other than the Former Profit Unit Holders) and one share of Class C common stock to ML RV Group simultaneously with this offering, in each case, for nominal consideration.

The following summary describes the material provisions of our capital stock. We urge you to read our certificate and our bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part.

Certain provisions of our certificate and our bylaws summarized below may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of common stock.

Class A Common Stock

Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of our Class A common stock do not have cumulative voting rights in the election of directors.

Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Upon our dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.

Holders of shares of our Class A common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class A common stock.

Class B Common Stock

Each share of our Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally; provided that, for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the

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outstanding common units of CWGS, LLC, the shares of our Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. The holders of shares of our Class B common stock do not have cumulative voting rights in the election of directors.

Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a one-to-one ratio between the number of common units of CWGS, LLC held by the Continuing Equity Owners (other than the Former Profit Unit Holders) and the number of shares of Class B common stock issued to the Continuing Equity Owners (other than the Former Profit Unit Holders). Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. Only permitted transferees of common units held by the Continuing Equity Owners (other than the Former Profit Unit Holders) will be permitted transferees of Class B common stock. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement."

Holders of shares of our Class B common stock will vote together with holders of our Class A common stock and Class C common stock as a single class on all matters presented to our stockholders for their vote or approval, except for certain amendments to our certificate described below or as otherwise required by applicable law or the certificate.

Holders of our Class B common stock do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation. Additionally, holders of shares of our Class B common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class B common stock. Any amendment of our certificate that gives holders of our Class B common stock (i) any rights to receive dividends or any other kind of distribution, (ii) any right to convert into or be exchanged for Class A common stock or (iii) any other economic rights will require, in addition to stockholder approval, the affirmative vote of holders of our Class A common stock voting separately as a class.

Upon the consummation of this offering, ML Acquisition will own 36,056,094 shares of our Class B common stock entitling it to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally and (ii) certain funds controlled by Crestview Partners II GP, L.P. will own 25,946,635 shares of our Class B common stock.

Class C Common Stock

The one share of our Class C common stock entitles its holder, ML RV Group, to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to our stockholders generally for as long as there is no Class C Change of Control. Upon a Class C Change of Control, our Class C common stock shall no longer have any voting rights, such share of our Class C common stock will be cancelled for no consideration and will be retired, and we will not reissue such share of Class C common stock.

For purposes of our Class C common stock, "Class C Change of Control" means the occurrence of any of the following events: (1) any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Exchange Act (excluding the ML Related Parties and Crestview Partners II GP, L.P.)) becomes the beneficial owner of securities of Camping World Holdings, Inc. representing more than fifty percent (50%) of the combined voting power of Camping World Holdings, Inc.'s then outstanding voting securities; (2) the stockholders of Camping World Holdings, Inc. approve a plan of complete liquidation or dissolution of Camping World Holdings, Inc.; (3) the merger or consolidation of Camping World Holdings, Inc. with any other person, other than a merger or consolidation which would result in the voting securities of Camping World Holdings, Inc. outstanding immediately prior thereto continuing to represent (either by

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remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of Camping World Holdings, Inc. or such surviving entity outstanding immediately after such merger or consolidation; (4) Camping World Holdings, Inc. ceases to be the sole managing member of CWGS, LLC; or (5) the ML Related Parties directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC. Notwithstanding the foregoing, a "Class C Change of Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Class A common stock, Class B common stock and Class C common stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of Camping World Holdings, Inc. immediately following such transaction or series of transactions.

The holder of the one share of our Class C common stock does not have cumulative voting rights in the election of directors. The one share of our Class C common stock will not be transferable.

The holder of the one share of our Class C common stock will vote together with holders of our Class A common stock and Class B common stock as a single class on all matters presented to our stockholders for their vote or approval, except for certain amendments to our certificate described below or as otherwise required by applicable law or the certificate.

The holder of the one share of our Class C common stock does not have any right to receive dividends or to receive a distribution upon dissolution or liquidation. Additionally, the holder of the one share of our Class C common stock does not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class C common stock. Any amendment of our certificate that gives the holder of our Class C common stock (i) any rights to receive dividends or any other kind of distribution, (ii) any right to convert into or be exchanged for Class A common stock or (iii) any other economic rights will require, in addition to stockholder approval, the affirmative vote of holders of our Class A common stock voting separately as a class.

Upon the consummation of this offering, ML RV Group will own one share of our Class C common stock entitling it to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally.

Preferred Stock

Upon the consummation of this offering and the effectiveness of our certificate, the total of our authorized shares of preferred stock will be 20,000,000 shares. Upon the consummation of this offering, we will have no shares of preferred stock outstanding.

Under the terms of our certificate that will become effective upon the consummation of this offering, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire,

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a majority of our outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of our Class A common stock by restricting dividends on the Class A common stock, diluting the voting power of the Class A common stock or subordinating the liquidation rights of the Class A common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our Class A common stock.

Forum Selection

Our certificate will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL, as to which the DGCL confers jurisdiction on the Court of Chancery; or (iv) any action asserting a claim against us, any director or our officers or employees that is governed by the internal affairs doctrine.

Dividends

The DGCL permits a corporation to declare and pay dividends out of "surplus" or, if there is no "surplus," out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. "Surplus" is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the board of directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equals the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Declaration and payment of any dividend will be subject to the discretion of our board of directors. The time and amount of dividends will be dependent upon our financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs and restrictions in our debt instruments, industry trends, the provisions of Delaware law affecting the payment of distributions to stockholders and any other factors our board of directors may consider relevant.

Anti-Takeover Provisions

Our certificate and bylaws, as they will be in effect upon consummation of this offering, will contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.

Authorized but unissued shares. The authorized but unissued shares of our common stock and our preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the NYSE. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans and, as described under "— CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Common unit redemption right," funding of redemptions of common units. The existence of authorized but unissued and unreserved common stock and preferred stock could

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make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Classified board of directors. Our certificate will provide that our board of directors will be divided into three classes, with the classes as nearly equal in number as possible and each class serving three-year staggered terms. Pursuant to the terms of the Voting Agreement, directors designated by ML Acquisition, ML RV Group or Crestview may only be removed with or without cause by the request of the party entitled to designate such director. In all other cases and at any other time, directors may only be removed from our board of directors for cause by the affirmative vote of a majority of the shares entitled to vote. See "Management — Corporate Governance — Composition of our Board of Directors." These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control of us or our management.

Stockholder action by written consent. Our certificate provides that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent is signed by the holders of our outstanding shares of common stock representing not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all outstanding shares of common stock entitled to vote thereon, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, our certificate and our bylaws will provide that, any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may not be taken by written consent in lieu of a meeting.

Special meetings of stockholders. Our bylaws provide that a majority of our stockholders or a majority of our board of directors may call special meetings of our stockholders, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, our bylaws will provide that, except as otherwise required by law, only a majority of our board of directors may call special meetings of our stockholders.

Advance notice requirements for stockholder proposals and director nominations. In addition, our bylaws will establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to our board of directors. In order for any matter to be "properly brought" before a meeting, a stockholder will have to comply with advance notice and duration of ownership requirements and provide us with certain information. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a qualified stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder's intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions that are favored by the holders of a majority of our outstanding voting securities until the next stockholder meeting.

Amendment of certificate of incorporation or bylaws. The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless a corporation's certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Upon consummation of this offering, our bylaws may be amended or repealed by a majority vote of our board of directors or by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors. At such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, our bylaws may be amended or repealed by a majority vote of our board of

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directors or by the affirmative vote of the holders of at least 66 ² / 3 % of the votes which all our stockholders would be entitled to cast in any annual election of directors. In addition, the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors will be required to amend or repeal or to adopt any provisions inconsistent with any of the provisions of our certificate, and any amendment of our certificate that gives holders of our Class B common stock or the holder of our Class C common stock (i) any rights to receive dividends or any other kind of distribution, (ii) any right to convert into or be exchanged for Class A common stock or (iii) any other economic rights will require, in addition to stockholder approval, the affirmative vote of holders of our Class A common stock voting separately as a class. At such time as the ML Related Parties, directly or indirectly, own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, the affirmative vote of the holders of at least 66 ² / 3 % of the votes which all our stockholders would be entitled to cast in any election of directors will be required to amend or repeal or to adopt any provisions contained in our certificate described above.

Section 203 of the DGCL. We will opt out of Section 203 of the DGCL. However, our certificate will contain provisions that are similar to Section 203. Specifically, our certificate will provide that, subject to certain exceptions, we will not be able to engage in a "business combination" with any "interested stockholder" for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A "business combination" includes, among other things, a merger or consolidation involving us and the "interested stockholder" and the sale of more than 10% of our assets. In general, an "interested stockholder" is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. However, in our case, ML Acquisition and Crestview and any of their respective affiliates and any of their respective direct or indirect transferees receiving 15% or more of our outstanding voting stock will not be deemed to be interested stockholders regardless of the percentage of our outstanding voting stock owned by them, and accordingly will not be subject to such restrictions.

Limitations on Liability and Indemnification of Officers and Directors

Our certificate and bylaws provide indemnification for our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Prior to the consummation of this offering, we intend to enter into indemnification agreements with each of our directors that may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, our certificate includes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director.

These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.

Corporate Opportunity Doctrine

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Our certificate will, to the maximum extent permitted from time to time by Delaware law, renounce any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to certain of our officers, directors or stockholders or their respective affiliates, other than those officers, directors,

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stockholders or affiliates acting in their capacity as our employee or director. Our certificate will provide that, to the fullest extent permitted by law, any director or stockholder who is not employed by us or our affiliates will not have any duty to refrain from (1) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (2) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that any director or stockholder, other than director or stockholder who is not employed by us or our affiliates acting in their capacity as our director or stockholder who is not employed by us or our affiliates, acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its or his affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. To the fullest extent permitted by Delaware law, no potential transaction or business opportunity may be deemed to be a corporate opportunity of the corporation or its subsidiaries unless (a) we or our subsidiaries would be permitted to undertake such transaction or opportunity in accordance with the amended and restated certificate of incorporation, (b) we or our subsidiaries, at such time have sufficient financial resources to undertake such transaction or opportunity, (c) we have an interest or expectancy in such transaction or opportunity and (d) such transaction or opportunity would be in the same or similar line of our or our subsidiaries' business in which we or our subsidiaries are engaged or a line of business that is reasonably related to, or a reasonable extension of, such line of business. Our certificate will not renounce our interest in any business opportunity that is expressly offered to an employee director or employee in his or her capacity as a director or employee of Camping World Holdings, Inc. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our certificate, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business.

Dissenters' Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation of Camping World Holdings, Inc. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders' Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder's stock thereafter devolved by operation of law.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock is American Stock Transfer & Trust Company, LLC.

Trading Symbol and Market

We have been authorized to list our Class A common stock on the NYSE under the symbol "CWH."

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Secured Credit Facilities

General

The Senior Secured Credit Facilities provide that the Borrower has the right at any time to request additional loans and commitments. The lenders under these facilities are not under any obligation to provide any such additional term loans or commitments or revolving loans and commitments, and any additional term loans, increase in commitments or additional revolving loans or commitments are subject to several conditions precedent and limitations, including pro forma compliance with a total leverage ratio (consolidated net debt to consolidated EBITDA) being no greater than 3.50 to 1 (stepping down to 3.25 to 1 after September 30, 2016). The maturity dates applicable to any revolving commitment increase or any term commitment increase shall be the same as any revolving borrowings and term loans then outstanding, as applicable. In the event that the interest rate margins for any incremental term loans are higher than the interest rate margins for the term loans then outstanding by more than 50 basis points, then the interest rate margins for the term loans then outstanding will be increased to the extent necessary such that the interest rate margins thereunder are equal to the interest rate margins for the incremental term loans, minus 50 basis points, subject to certain qualifications and limitations.

On December 1, 2014, we amended the credit agreement governing our Senior Secured Credit Facilities (as amended, the "First Amendment") to, among other things, provide for an increase in term loan borrowings to $628.1 million, allow the contribution of the net cash proceeds of the First Amendment to FreedomRoads, LLC ("FreedomRoads") a subsidiary of Borrower, finance its acquisition of RV dealerships, increase the size of the incremental cap and make certain other changes to the pricing terms, incremental borrowings provision and certain covenants.

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borrowings to $827.1 million, increase the capacity for payments by the Borrower to CWGS, LLC for payment of regular quarterly dividends to its common unit holders, including us, and permit a $100.0 million special distribution of a portion of borrowings under the Fourth Amendment from the Borrower (as defined herein) to CWGS, LLC for a distribution to its members, which was also made on September 21, 2016.

On a pro forma basis giving effect to only the Recapitalization, as of June 30, 2016, we had $827.1 million of term loans outstanding, net of $5.0 million of unamortized original issue discount and $12.5 million of finance costs, and $0.0 million of revolving borrowings outstanding under the Senior Secured Credit Facilities. As of June 30, 2016, we had letters of credit in the aggregate amount of $3.7 million outstanding under the Revolving Credit Facility.

Interest rates and fees


Pricing Level	Total Leverage Ratio	Eurocurrency		Alternate Base Rate

1	£ 2.50 : 1.00	4.25	%	3.25	%
2	> 2.50 : 1.00	4.50	%	3.50	%

Mandatory prepayments

The Credit Agreement governing the Senior Secured Credit Facilities require the Borrower to prepay outstanding term loans, subject to certain exceptions, with: (1) 100% of the net cash proceeds of any incurrence of indebtedness by the Borrower or its subsidiaries, other than certain indebtedness permitted under the Senior Secured Credit Facilities, and (2) 100% of the net cash proceeds of non-ordinary course asset sales or other dispositions of assets (including casualty events) by the Borrower or its subsidiaries, subject to reinvestment rights and certain other exceptions.

In general, the mandatory prepayments described above will be applied to reduce the subsequent scheduled and outstanding repayments of the term loan borrowings to be made pursuant to the amortization provisions of the Credit Agreement, or, except as otherwise provided in

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any amendment, pursuant to the corresponding section of such amendment, ratably in accordance with the amounts thereof.

In addition, following the end of each fiscal year, the Borrower is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow for such fiscal year if the total leverage ratio is greater than 2.50 to 1.00. The required percentage of excess cash flow prepayment is reduced to 25% if the total leverage ratio is 2.00 to 1.00 or greater, but less than 2.50 to 1.00, and 0% if the total leverage ratio is less than 2.00 to 1.00.

In the event that the aggregate revolving exposures of the lenders' exceed the aggregate revolving commitments, we must prepay revolving borrowings or swingline loans (or, if no such borrowings are outstanding, deposit cash collateral in an account with the administrative agent) in an aggregate amount necessary to eliminate such excess.

Voluntary repayments

We may voluntarily reduce the unutilized portion of the commitment amount or repay outstanding term loans under the Senior Secured Credit Facilities without premium or penalty other than customary "breakage" costs with respect to LIBOR borrowings.

Amortization and final maturity

The Term Loan Facility amortizes in an amount equal to $9.9 million per quarter, with the balance payable on February 20, 2020. The principal amount outstanding of the loans under the Revolving Credit Facility becomes due and payable on November 20, 2018.

Guarantees and security

The Senior Secured Credit Facilities are guaranteed by the Borrower, CWGS, LLC and the Borrower's direct and indirect wholly owned domestic subsidiaries, with the exception of FreedomRoads Intermediate Holdco, LLC and its subsidiaries, and is required to be guaranteed by certain of the Borrower's future domestic wholly owned subsidiaries. The security of all obligations under the Senior Secured Credit Facilities and the guarantees of those obligations, subject to certain exceptions, are secured by, among other things: (i) substantially all of the assets of the Borrower and the subsidiary guarantors, including a first-priority pledge of 100% of certain of the capital stock or equity interests held by the Borrower or any subsidiary guarantor (which pledge, in the case of the stock of any foreign subsidiary (each such entity, a "Pledged Foreign Sub") (with certain agreed-upon exceptions), is limited to 65% of the stock or equity interests of such Pledged Foreign Sub), in each case excluding any interests in non-wholly owned subsidiaries (including joint ventures) to the extent such a pledge would violate the governing documents thereof and certain other exceptions; and (ii) a first-priority security interest in substantially all other tangible and intangible assets of the Borrower and each subsidiary guarantor.

Covenants and other matters

The Senior Secured Credit Facilities contain a number of covenants that, among other things and subject to certain exceptions, restrict the ability of the Borrower and its subsidiaries to:

•: incur additional indebtedness;
•: incur certain liens;
•: consolidate or merge;
•: alter the business conducted by the Borrower and its subsidiaries;

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•: make investments, loans, advances, guarantees and acquisitions;
•: sell assets, including capital stock of its subsidiaries;
•: enter into certain sale and leaseback transactions;
•: pay dividends on capital stock or redeem, repurchase or retire capital stock or certain other indebtedness;
•: engage in transactions with affiliates; and
•: enter into agreements restricting our subsidiaries' ability to pay dividends.

Such covenants will not restrict our ability to consummate the Transactions, including this offering.

The Senior Secured Credit Facilities restrict the ability of the Borrower and its subsidiaries to pay distributions or make other restricted payments. The Borrower is generally permitted to pay distributions (1) in an amount not to exceed a specified available amount (as defined in the Credit Agreement, and calculated as the sum of, among other things, $30.0 million, plus net proceeds received by the Borrower in connection with the issuance of, or contribution of cash in respect of, certain existing equity interests, plus, if the total leverage ratio is not greater than 2.75 to 1, cumulative excess cash flow not otherwise applied, minus distributions, prepayments of debt and investments made in reliance of the available amount) as long as (A) after giving pro forma effect to the contemplated distribution, the Borrower would be in compliance with the maximum total leverage ratio covenant (as described below) and (B) no default or event of default has occurred or would result from the contemplated distribution; and (2) upon the consummation of this offering, in an amount up to $30.0 million during any period of four fiscal quarters to provide funds that are used by CWGS, LLC to pay regular quarterly distributions to its common unit holders, including us.

The Senior Secured Credit Facilities also contain a covenant that, among other things and subject to certain exceptions, restricts the ability of CWGS, LLC to conduct any business other than certain standard activities in connection with being a holding company.

In addition, the Credit Agreement governing the Senior Secured Credit Facilities require the Borrower and its subsidiaries to comply on a quarterly basis with a maximum total leverage ratio, which covenant is only for the benefit of the Revolving Credit Facility. As of June 30, 2016, the maximum total leverage ratio permissible was 3.50 to 1 and we were in compliance with this covenant. This financial maintenance covenant becomes more restrictive over time (stepping down to 3.25 to 1 after September 30, 2016). As of June 30, 2016, the Borrower, CWGS, LLC and the subsidiary guarantors were in compliance with our Senior Secured Credit Facilities. To the extent that we are unable to comply with the maximum total leverage ratio in the future, we would be unable to borrow under the Revolving Credit Facility and may need to seek alternative sources of financing in order to operate and finance our business as we deem appropriate. There is no guarantee that we would be able to incur additional indebtedness on acceptable terms or at all. See "Risk Factors — Risks Related to our Business — Our Senior Secured Credit Facilities and our Floor Plan Facility contain restrictive covenants that may impair our ability to access sufficient capital and operate our business."

The Credit Agreement governing the Senior Secured Credit Facilities contains certain customary affirmative covenants and events of default.

This summary describes the material provisions of the Senior Secured Credit Facilities, but may not contain all information that is important to you. We urge you to read the provisions of the Credit Agreement governing the Senior Secured Credit Facilities, which has been filed as an exhibit

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to the registration statement of which this prospectus forms a part. See "Where you can find more information."

Floor Plan Facility

On August 12, 2015, FreedomRoads, LLC (the "Floor Plan Borrower") and Bank of America, N.A., as administrative agent and letter of credit issuer, entered into a sixth amended and restated credit agreement, which governs our floor plan facility (the "Floor Plan Facility"). We have had a floor plan facility with Bank of America, N.A. since 2005 to finance substantially all of our new and certain of our used RV inventory. We are required to make monthly interest payments on the amount financed. We can use this facility to finance (i) up to 100% of our new RV inventory and (ii) various percentages of our used RV inventory, as determined by reference to the most recently published National Automobile Dealers Association RV Industry Appraisal Guide. On July 1, 2016, we entered into an amendment to the Floor Plan Facility to, among other things, increase the available amount under a floor plan facility from $865.0 million to $1.165 billion, amend the applicable margin and extend the maturity date. Our Floor Plan Facility allows the Floor Plan Borrower to borrow up to $1.165 billion under a floor plan facility and up to $15.0 million under a letter of credit facility. The Floor Plan Facility matures on June 30, 2019. As of June 30, 2016, $623.6 million in floor plan notes payable and $7.3 million of letters of credit borrowings were outstanding under the Floor Plan Facility. As of June 30, 2016, approximately 90% of the invoice cost of new RV inventory and no used RV inventory was financed under the Floor Plan Facility.


Pricing Level	Consolidated Current Ratio	Floating LIBOR Rate Loans		Base Rate Loans

I	> 1.250 : 1.000	2.05	%	0.55	%
II	> 1.220 : 1.000 but £ 1.250 : 1.000	2.15	%	0.65	%
III	> 1.200 : 1.000 but £ 1.220 : 1.000	2.35	%	0.85	%
IV	£ 1.200 : 1.000	2.50	%	1.00	%

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This summary describes the material provisions of the Floor Plan Facility, but may not contain all information that is important to you. We urge you to read the provisions of the credit agreement governing the Floor Plan Facility, which has been filed as an exhibit to the registration statement of which this prospectus forms a part. See "Where you can find more information."

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SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there was no public market for our Class A common stock. Future sales of substantial amounts of Class A common stock in the public market (including shares of Class A common stock issuable upon redemption or exchange of common units of our Continuing Equity Owners), or the perception that such sales may occur, could adversely affect the market price of our Class A common stock. Although we have applied to have our Class A common stock listed on the NYSE, we cannot assure you that there will be an active public market for our Class A common stock.

Upon the closing of this offering, we will have outstanding an aggregate of 18,427,352 shares of Class A common stock, assuming the issuance of 11,363,636 shares of Class A common stock offered by us in this offering and the issuance of 7,063,716 shares of Class A common stock to the Former Equity Owners in the Transactions. Of these shares, all shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our "affiliates," as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.

The remaining 7,063,716 shares of Class A common stock will be "restricted securities," as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below.

In addition, each common unit held by our Continuing Equity Owners will be redeemable, at the election of each Continuing Equity Owner, for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement." Upon consummation of this offering, our Continuing Equity Owners will hold 64,835,914 common units, all of which will be exchangeable for shares of our Class A common stock. The shares of Class A common stock we issue upon such exchanges would be "restricted securities" as defined in Rule 144 unless we register such issuances. However, we will enter into a Registration Rights Agreement with our Original Equity Owners that will require us to register under the Securities Act these shares of Class A common stock. See "Certain Relationships and Related Party Transactions — Registration Rights Agreement."

Lock-Up Agreements

•: 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 publicly disclose the intention to make any offer, sale, pledge or disposition of, or file with the SEC a registration statement under the Securities Act relating to, any shares of our Class A common stock, or any

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options or warrants to purchase any shares of our Class A common stock, or any securities convertible into, or exchangeable for, or that represent the right to receive, shares of our Class A common stock;

•: enter into any swap or other arrangement that transfers to another, all or a portion of the economic consequences of ownership of our common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; or
•: in the case of our directors, executive officers and holders of substantially all of our common stock (including securities convertible into or exchangeable or exercisable for our common stock), make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock,

whether any transaction described above is to be settled by delivery of our Class A common stock or such other securities, in cash or otherwise.

Upon the expiration of the applicable lock-up periods, substantially all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above.

Rule 144

Affiliate Resales of Restricted Securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our Class A common stock for at least 180 days would be entitled to sell in "broker's transactions" or certain "riskless principal transactions" or to market makers, a number of shares within any three-month period that does not exceed the greater of:

•: 1% of the number of shares of our Class A common stock then outstanding; or
•: the average weekly trading volume in our Class A common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the SEC and the NYSE concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

Non-Affiliate Resales of Restricted Securities

Under Rule 144, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the 90 days preceding a sale, and who has beneficially owned shares of our Class A common stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

Non-affiliate resales are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144.

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Rule 701

In general, under Rule 701, any of an issuer's employees, directors, officers, consultants or advisors who purchases shares from the issuer in connection with a compensatory stock or option plan or other written agreement before the effective date of a registration statement under the Securities Act is entitled to sell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

The Securities and Exchange Commission has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

Equity Plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of Class A common stock subject to outstanding stock options and Class A common stock issued or issuable under our stock plans. We expect to file the registration statement covering shares offered pursuant to our stock plans shortly after the date of this prospectus, permitting the resale of such shares by nonaffiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market subject to compliance with the resale provisions of Rule 144.

Registration Rights

See "Certain Relationships and Related Party Transactions — Registration Rights Agreement."

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our Class A common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the "IRS"), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our Class A common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our Class A common stock.

This discussion is limited to Non-U.S. Holders that hold our Class A common stock as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

•: U.S. expatriates and former citizens or long-term residents of the United States;
•: persons subject to the alternative minimum tax;
•: persons holding our Class A common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
•: banks, insurance companies, and other financial institutions;
•: brokers, dealers or traders in securities;
•: "controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid U.S. federal income tax;
•: partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);
•: tax-exempt organizations or governmental organizations;
•: persons deemed to sell our Class A common stock under the constructive sale provisions of the Code;
•: persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and
•: tax-qualified retirement plans.

If an entity treated as a partnership for U.S. federal income tax purposes holds our Class A common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Class A common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

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THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a "Non-U.S. Holder" is any beneficial owner of our Class A common stock that is neither a "U.S. person" nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

•: an individual who is a citizen or resident of the United States;
•: a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;
•: an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
•: a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

Distributions of cash or property on our Class A common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder's adjusted tax basis in its Class A common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under "— Sale or Other Taxable Disposition."

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of our Class A common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States.

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Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Class A common stock unless:

•: the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);
•: the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or
•: our Class A common stock constitutes a U.S. real property interest ("USRPI") by reason of our status as a U.S. real property holding corporation ("USRPHC") for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our Class A common stock will not be subject to U.S. federal income tax if our Class A common stock is "regularly traded," as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our Class A common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder's holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our Class A common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason

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to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our Class A common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Class A common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our Class A common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or "FATCA") on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our Class A common stock paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. Such certification or exemption must typically be evidenced by a Non-U.S. Holder's delivery of a properly executed IRS Form W-8BEN-E. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States-owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our Class A common stock, and will apply to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2019.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Class A common stock.

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UNDERWRITING (CONFLICTS OF INTEREST)

The company and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. and J.P. Morgan Securities LLC are the representatives of the underwriters.


Underwriters			Number of Shares

Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Credit Suisse Securities (USA) LLC
Robert W. Baird & Co. Incorporated
KeyBanc Capital Markets Inc.
Wells Fargo Securities, LLC
Stephens, Inc.

Total			11,363,636

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional 1,704,545 shares from the company to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the company. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase 1,704,545 additional shares.


Paid by the Company		No Exercise		Full Exercise

Per Share	$		$
Total	$		$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

The company and its officers, directors, and holders of substantially all of the company's Class A common stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their Class A common stock or securities convertible into or exchangeable for shares of Class A common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. This agreement does not apply to any existing employee benefit plans. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

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Prior to the offering, there has been no public market for the shares. The initial public offering price will be negotiated among the company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the company's historical performance, estimates of the business potential and earnings prospects of the company, an assessment of the company's management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have been authorized to list our Class A common stock on the NYSE under the symbol "CWH".

In connection with the offering, the underwriters may purchase and sell shares of Class A common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A "covered short position" is a short position that is not greater than the amount of additional shares for which the underwriters' option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. "Naked" short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of Class A common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the company's stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the Class A common stock. As a result, the price of the Class A common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

The company estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $6.8 million.

The company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the

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underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

An affiliate of Goldman, Sachs & Co. acted as the administrative agent and lender under our Senior Secured Credit Facilities. As described in "Use of Proceeds," a portion of the net proceeds from this offering will be used to repay a portion of the outstanding borrowings under the Term Loan Facility and Goldman, Sachs & Co. and/or certain of its affiliates will receive more than 5% of the net proceeds of this offering due to the repayment of borrowings under the Term Loan Facility. Therefore, Goldman, Sachs & Co. is deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. ("Rule 5121). Accordingly, this offering is being conducted in accordance with Rule 5121, which requires, among other things, that a "qualified independent underwriter" participate in the preparation of, and exercise the usual standards of "due diligence" with respect to, the registration statement and this prospectus. J.P. Morgan Securities LLC has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. J.P. Morgan Securities LLC will not receive any additional fees for serving as a qualified independent underwriter with this offering. We have agreed to indemnify J.P. Morgan Securities LLC against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act.

Pursuant to Rule 5121, Goldman, Sachs & Co. will not confirm any sales to any account over which it exercises discretionary authority without the specific written approval of the account holder. See "Use of Proceeds" for additional information. Further, an affiliate of J.P. Morgan Securities LLC acted as the documentation agent and lender under our Floor Plan Facility.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Canada

The shares of Class A common stock may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of Class A common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

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Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of

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the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock

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exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Dubai

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

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LEGAL MATTERS

The validity of the shares of Class A common stock offered hereby will be passed upon for us by Latham & Watkins LLP, New York, New York. Weil, Gotshal & Manges LLP, New York, New York, has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

EXPERTS

The consolidated financial statements of CWGS Enterprises, LLC and subsidiaries at December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2015 and the balance sheet of Camping World Holdings, Inc. as of March 8, 2016, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young, LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the Class A common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. Upon the closing of this offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the Public Reference Room of the Securities and Exchange Commission, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov .

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INDEX TO FINANCIAL STATEMENTS


		Page

Camping World Holdings, Inc.
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of March 8, 2016		F-3
Balance Sheet as of June 30, 2016 (Unaudited)		F-3
Notes to Balance Sheet		F-4
CWGS Enterprises, LLC and Subsidiaries
Consolidated Financial Statements Fiscal Years Ended December 31, 2015, 2014 and 2013
Report of Independent Registered Public Accounting Firm		F-5
Consolidated Balance Sheets		F-6
Consolidated Statements of Income		F-7
Consolidated Statements of Members' Deficit		F-8
Consolidated Statements of Cash Flows		F-9
Notes to Consolidated Financial Statements		F-10
Interim Condensed Consolidated Financial Statements (Unaudited) Six Months Ended June 30, 2016 and 2015 and as of June 30, 2016 and December 31, 2015
Condensed Consolidated Balance Sheets		F-42
Condensed Consolidated Statements of Income		F-43
Condensed Consolidated Statements of Members' Deficit		F-44
Condensed Consolidated Statements of Cash Flows		F-45
Notes to Condensed Consolidated Financial Statements		F-46

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Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors of
Camping World Holdings, Inc.

We have audited the accompanying Balance Sheet of Camping World Holdings, Inc. (the "Company") as of March 8, 2016. The balance sheet is the responsibility of the Company's management. Our responsibility is to express an opinion on the balance sheet based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Camping World Holdings, Inc. at March 8, 2016, in conformity with U.S. generally accepted accounting principles.


/s/ Ernst & Young LLP

Los Angeles, California
June 10, 2016

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Table of Contents

Camping World Holdings, Inc.

Balance Sheets


		March 8,		June 30,
		2016		2016

				(Unaudited)
Assets	$	—	$	—
Commitments and Contingencies
Stockholder's Equity
Common Stock, par value $0.01 per share, 100 shares authorized, none issued and outstanding		—		—
Total Stockholder's Equity	$	—	$	—

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Notes to Balance Sheets

March 8, 2016 and

June 30, 2016 (unaudited)

1. ORGANIZATION

CWGS, Inc. was formed as a Delaware corporation on March 8, 2016. On June 8, 2016, we effected a name change from CWGS, Inc. to Camping World Holdings, Inc. (the "Company"). The Company was formed for the purpose of completing a public offering and related transactions in order to carry on the business of CWGS Enterprises, LLC. The Company will be the sole managing member of CWGS Enterprises, LLC and will operate and control all of the businesses and affairs of CWGS Enterprises, LLC and, through CWGS Enterprises, LLC and its subsidiaries, continue to conduct the business now conducted by these subsidiaries.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting — The Balance Sheets are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder's equity, and cash flows have not been presented in the financial statements because there have been no activities in this entity.

Income Taxes — We are treated as a subchapter C corporation, and therefore, are subject to both federal and state income taxes. CWGS Enterprises, LLC will continue to be recognized as a limited liability company, a pass-through entity for income tax purposes.

3. STOCKHOLDER'S EQUITY

The Company is authorized to issue 100 shares of Common Stock, par value $0.01 per share, none of which have been issued or are outstanding.

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Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors of
CWGS Enterprises, LLC and subsidiaries

We have audited the accompanying consolidated balance sheets of CWGS Enterprises, LLC and subsidiaries (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of income, members' deficit, and cash flows for each of the three years in the period ended December 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of CWGS Enterprises, LLC and subsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.


/s/ Ernst & Young LLP

Los Angeles, California
June 10, 2016

F-5

Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Consolidated Balance Sheets

(In Thousands Except Unit Amounts)


		December 31

		2015			2014

Assets
Current assets:
Cash and cash equivalents	$	92,025		$	110,710
Restricted cash		—			25
Contracts in transit		21,892			22,558
Accounts receivable, less allowance for doubtful accounts of $5,119 and $4,247 in 2015 and 2014 respectively		56,356			49,031
Inventories, net		868,939			676,806
Prepaid expenses and other assets		18,861			17,555
Deferred tax asset		123			1,200

Total current assets		1,058,196			877,885
Property and equipment, net		149,725			201,812
Deferred tax asset		6,111			4,853
Intangibles assets, net		1,652			2,441
Goodwill		112,940			61,053
Other assets		15,394			15,124

Total assets	$	1,344,018		$	1,163,168



Liabilities and members' deficit
Current liabilities:
Accounts payable	$	56,789		$	50,712
Accrued liabilities		77,552			60,145
Deferred revenues and gains		63,616			60,998
Current portion of capital lease obligation		771			737
Current portion of long-term debt		52,089			32,212
Notes payable — floor plan		598,420			431,033
Other current liabilities		13,861			11,809

Total current liabilities		863,098			647,646
Capital lease obligations		751			1,522
Right to use liability		30,599			113,725
Long-term debt, net of current portion		673,304			580,973
Deferred revenues and gains		52,151			46,647
Other long-term liabilities		13,062			9,355

Total liabilities		1,632,965			1,399,868
Commitments and contingencies
Membership units, 155,559 units authorized, 155,559 and 154,401 issued as of December 31, 2015 and 2014, respectively		—			—
Members' deficit		(288,947	)		(236,700	)

Total liabilities and members' deficit	$	1,344,018		$	1,163,168

See accompanying Notes to Consolidated Financial Statements

F-6

Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Consolidated Statements of Income


		For the Year Ended December 31

		2015			2014			2013

		(In Thousands)
Revenue:
Consumer Services and Plans	$	174,600		$	162,598		$	166,231
Retail
New vehicles		1,607,790			1,176,838			1,030,687
Used vehicles		806,759			680,786			569,681
Parts, services and other		553,834			518,905			483,705
Finance and insurance, net		190,278			134,826			106,291

Subtotal		3,158,661			2,511,355			2,190,364
Total revenue		3,333,261			2,673,953			2,356,595
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Consumer Services and Plans		81,749			74,065			82,128
Retail
New vehicles		1,387,358			1,012,494			890,047
Used vehicles		652,235			551,702			457,718
Parts, services and other		297,957			280,345			264,039

Subtotal		2,337,550			1,844,541			1,611,804
Total costs applicable to revenue		2,419,299			1,918,606			1,693,932
Operating expenses:
Selling, general, and administrative		644,409			544,107			482,655
Depreciation and amortization		24,101			24,601			21,183
(Gain) loss on sale of assets		(237	)		33			1,803

Total operating expenses		668,273			568,741			505,641

Income from operations		245,689			186,606			157,022
Other income (expense):
Floor plan interest expense		(12,427	)		(10,675	)		(9,980	)
Other interest expense, net		(53,377	)		(46,769	)		(74,728	)
Loss on debt repayment		—			(1,831	)		(49,450	)
Other income (expense), net		1			(35	)		(59	)

		(65,803	)		(59,310	)		(134,217	)

Income before income taxes		179,886			127,296			22,805
Income tax expense		(1,356	)		(2,140	)		(1,988	)

Net income	$	178,530		$	125,156		$	20,817

See accompanying Notes to Consolidated Financial Statements

F-7

Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Consolidated Statements of Members' Deficit


	Membership					Members'

	Units			Amounts		Deficit			Total

	(In Thousands Except Unit Amounts)
Balance at January 1, 2013	153,764		$	—	$	(363,699	)	$	(363,699	)
Net income	—			—		20,817			20,817
Membership units issued	750			—		—			—
Membership units forfeited	(100	)		—		—			—
Members' distributions	—			—		(32,256	)		(32,256	)

Balances at December 31, 2013	154,414			—		(375,138	)		(375,138	)
Net income	—			—		125,156			125,156
Membership units forfeited	(13	)		—		—			—
Members' distributions	—			—		(60,101	)		(60,101	)
Conversion of Series B Note to equity	—			—		73,383			73,383

Balances at December 31, 2014	154,401			—		(236,700	)		(236,700	)
Net income	—			—		178,530			178,530
Membership units issued	1,158			—		—			—
Members' distributions	—			—		(230,777	)		(230,777	)

Balances at December 31, 2015	155,559		$	—	$	(288,947	)	$	(288,947	)

See accompanying Notes to Consolidated Financial Statements

F-8

Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Consolidated Statements of Cash Flows


		Year Ended December 31

		2015			2014			2013

		(In Thousands)
Operating activities
Net income	$	178,530		$	125,156		$	20,817
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		24,101			24,601			21,183
Loss on debt repayment		—			1,831			49,450
(Gain) loss on sale of assets		(237	)		33			1,803
Provision for losses on accounts receivable		2,180			1,192			1,755
Accretion of original issue discount		1,010			848			765
Non-cash interest		5,897			1,345			4,090
Deferred tax (benefit) expense		(181	)		1,175			973
Change in assets and liabilities, net of acquisitions:
Cash — restricted		25			—			—
Receivables and contracts in transit		(8,840	)		(7,716	)		2,537
Inventories		(112,765	)		(116,834	)		(92,906	)
Prepaid expenses and other assets		(6,969	)		(7,358	)		(2,692	)
Checks in excess of bank balance		6,192			(954	)		(537	)
Accounts payable and other accrued expenses		17,686			10,715			(245	)
Accrued rent for cease-use locations		420			(117	)		(190	)
Deferred revenue and gains		3,847			9,410			7,534
Other, net		1,247			737			286

Net cash provided by operating activities		112,143			44,064			14,623
Investing activities
Purchases of property and equipment		(41,437	)		(34,984	)		(30,755	)
Purchase of real property		(30,272	)		(6,395	)		(15,941	)
Proceeds from the sale of real property		19,425			1,197			17,242
Purchases of retail businesses, net of cash acquired		(125,189	)		(10,615	)		(17,482	)
Proceeds from sale of property and equipment		1,273			606			1,487
Purchase of intangible assets		—			(34	)		(746	)

Net cash used in investing activities		(176,200	)		(50,225	)		(46,195	)
Financing activities
Net payment — related parties	$	—		$	—		$	(40,163	)
Payment of debt		(36,647	)		(13,870	)		(447,052	)
Net borrowings on notes payable — floor plan		167,387			47,926			77,034
Proceeds from long-term debt		148,938			116,415			537,201
Proceeds from credit facilities		—			—			8,609
Payments of principal on capital lease obligations		(737	)		(688	)		(539	)
Payments of principal on right to use liability		(1,351	)		(1,395	)		(670	)
Payments on credit facilities		—			(5,000	)		(20,481	)
Payment of debt issuance costs		(3,324	)		(2,921	)		(9,312	)
Senior Secured Notes redemption premium and costs		—			—			(30,175	)
Members' distributions		(228,894	)		(60,101	)		(26,332	)

Net cash provided by financing activities		45,372			80,366			48,120

(Decrease) increase in cash		(18,685	)		74,205			16,548
Cash at beginning of year		110,710			36,505			19,957

Cash at end of year	$	92,025		$	110,710		$	36,505

See accompanying Notes to Consolidated Financial Statements

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2015

1. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of CWGS Enterprises, LLC (CWGS, LLC) and its subsidiaries (collectively, the Company), are presented in accordance with U.S. generally accepted accounting principles (GAAP). CWGS, LLC was formed in March 2011 when its then ultimate parent, AGI Holding Corp, indirectly contributed all of the membership interests of Affinity Group Holding, LLC (AGH) and FreedomRoads Holding Company, LLC (FreedomRoads) to CWGS Holding, LLC, the Company's immediate parent, which in turn, contributed the interest of AGH and FreedomRoads to CWGS, LLC. All significant intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.

The Company does not have any components of other comprehensive income recorded within its consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements.

Description of the Business

CWGS, LLC is a holding company and operates through its subsidiaries. The operations of the Company consist of two primary businesses: (i) Consumer Services and Plans, and (ii) Retail. The Company provides consumer services and plans offerings through its Good Sam brand and the Company provides its retail offerings through its Camping World brand. Within the Consumer Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, the Company primarily derives revenues from the sale of the following products: new vehicles; used vehicles; parts and service, including recreational vehicle (RV) accessories and supplies; and finance and insurance. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and camping enthusiasts. At December 31, 2015, the Company operated 115 Camping World retail locations, of which 98 locations sell new and used RV's, and offer financing, and other ancillary services, protection plans, and products for the RV purchaser.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

1. Summary of Significant Accounting Policies (Continued)

these estimates. We periodically evaluate estimates and assumptions used in the preparation of the financial statements and make changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying Consolidated Financial Statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long-lived assets, assets held for sale, program cancellation reserves, and accruals related to self-insurance programs, estimated tax liabilities and other liabilities.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Outstanding checks that are in excess of the cash balances at certain banks are included in accrued liabilities in the Consolidated Balance Sheets, and changes in the amounts are reflected in financing cash flows in the accompanying Consolidated Statement of Cash Flows.

Restricted Cash

Restricted cash balances are pledged primarily in lieu of letters of credit. Restricted cash is expected to become available to the Company when the letters of credit are issued.

Contracts in Transit

New and used vehicles may be sold and financed through retail installment sales contracts entered into between the Company and third-party purchasers. Prior to entering into a retail installment sales contract with a third-party purchaser, the Company typically has a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically assigned by the Company to third-party lenders simultaneously with the execution of the retail installment sales contracts. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged assignment agreements have been determined, and to whom the retail installment sales contract have been assigned. The Company recognizes revenue when the applicable new or used vehicle is delivered and the Company has assigned the retail installment sales contract to a third-party lender and collectability is reasonably assured. Funding from the third-party lender is provided upon receipt, final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Contracts in transit are included in current assets on the accompanying consolidated balance sheets and totaled $21.9 million at December 31, 2015 and $22.6 million at December 31, 2014.

Concentration of Credit Risk

The Company's most significant industry concentration of credit risk is with financial institutions from which the Company has recorded receivables and contracts in transit. These

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

1. Summary of Significant Accounting Policies (Continued)

financial institutions provide financing to Camping World's customers for the purchase of a vehicle in the normal course of business. These receivables are short-term in nature and are from various financial institutions located throughout the United States.

The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation. The amount in excess of FDIC limits at December 31, 2015 and 2014 was approximately $90.8 million and $113.6 million, respectively.

The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion.

Inventories, net

Retail inventories consist primarily of new and used vehicles held for sale valued using the specific-identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in. Parts and accessories are valued at the lower of cost or net realizable value. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise and are stated at lower of first-in, first-out cost or net realizable value.

Property and Equipment, net

Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization, and, if applicable, impairment charges. The Company reviews its property and equipment assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives of the assets:


			Years

Building and improvements			40
Leasehold improvements			3 - 40
Furniture, fixtures and equipment			3 - 12
Rental vehicles			8
Software			3 - 5

Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter.

Goodwill and Other Intangible Assets

Goodwill is reviewed at least annually for impairment, and more often when impairment indicators are present (see Note 5 — Goodwill and Intangible Assets). Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Finite-

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

1. Summary of Significant Accounting Policies (Continued)

lived intangible assets consist of membership customer lists with weighted-average useful lives of approximately five years.

Long-Lived Assets

Long-lived assets included in property and equipment, net, including capitalized software costs to be held and used, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized to the extent the sum of the discounted estimated future cash flows from the use of the asset is less than the carrying value. For our major software systems, such as our accounting and membership systems, our capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. We do not capitalize preliminary project costs, nor do we capitalize training, data conversion costs, maintenance or post-development stage costs.

Self-Insurance Program

Self-insurance reserves represent amounts established as a result of insurance programs under which the Company self-insures portions of the business risks. The Company carries substantial premium-paid, traditional risk transfer insurance for various business risks. The Company self- insures and establishes reserves for the retention on workers' compensation insurance, general liability, automobile liability, professional errors and omission liability, and employee health claims. The self-insured claims liability was approximately $7.8 million and $6.8 million at December 31, 2015 and 2014, respectively. The determination of such claims and expenses and the appropriateness of the related liability are reviewed on a periodic basis. The self-insurance accruals are calculated by actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of future losses, including incurred but not reported losses, are inherently uncertain because of the random nature of insurance claims and could be substantially affected if occurrences and claims differ significantly from these assumptions and historical trends. In addition, the Company has obtained letters of credit as required by insurance carriers. As of December 31, 2015 and 2014, these letters of credit were approximately $10.4 million and $9.4 million, respectively. This includes $6.8 million and $5.9 million as of December 31, 2015 and 2014, respectively, issued under the FreedomRoads, LLC Floor Plan Facility (see Note 3 — Inventory and Notes Payable — Floor Plan), and the balance issued under the Company's Senior Secured Credit Facilities (see Note 7 — Long - Term Debt).

Long-Term Debt

The fair value of the Company's long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities.

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

1. Summary of Significant Accounting Policies (Continued)

Revenue Recognition

Consumer Services and Plans revenue consists of membership clubs, publications, consumer shows, and marketing and royalty fees from various consumer services and plans. Certain Consumer Services and Plans revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period. Roadside Assistance (RA) revenues are deferred and recognized over the life of the membership. RA claim expenses are recognized when incurred.

Revenue and related expenses for consumer shows are recognized when the show occurs.

Retail revenue consists of sales of new and used vehicles, commissions on related finance and insurance contracts, and sales of parts, services and other products. Revenue from the sale of vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, and the sales price must be reasonably expected to be collected and delivery has occurred.

Revenue from parts, services and other products sales is recognized when products are sold in the retail stores, shipped for mail and internet orders, or upon completion of the service.

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

1. Summary of Significant Accounting Policies (Continued)

We recognize rental vehicle revenue over the period that the vehicle is rented.

Advertising Expense

At December 31, 2015 and 2014, $6.6 million and $6.2 million, respectively, of advertising expenses were capitalized as direct-response advertising, of which $5.0 million and $4.4 million, respectively, were reported as assets and $1.6 million and $1.8 million, respectively, were reported net of related deferred revenue. Other advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2015, 2014, and 2013 were $76.6 million, $65.0 million, and $65.6 million, respectively.

Vendor Allowances

As a component of the Company's consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable.

Shipping and Handling Fees and Costs

The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2015, 2014, and 2013, $5.6 million, $10.7 million, and $10.2 million of shipping and handling fees, respectively, were included in the Retail segment as revenue.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on the liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes. See Note 10 — Income Taxes.

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

1. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). ASU 2014-09 supersedes the existing revenue recognition guidance and clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued an update to ASU 2014-09 deferring the effective date for public entities, on a retrospective basis, to annual reporting periods beginning after December 15, 2017. Early adoption is permitted, subject to certain conditions. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial position, results of operations and cash flows.

In August 2015, the FASB issued Accounting Standards Update No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (ASU 2015-15), which clarifies the guidance set forth in Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03), issued in April 2015. ASU 2015-03 requires that debt issuance costs related to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. ASU 2015-15 provides additional guidance regarding debt issuance costs associated with line-of-credit arrangements, stating that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred issuance costs ratably over the term of the line-of-credit arrangement. ASU 2015-03 is effective for reporting periods beginning after December 15, 2015, and early adoption is permitted. The Company early adopted ASU 2015-03 and ASU 2015-15 and debt issuance costs are presented as a direct deduction from the carrying amount of that debt liability for all periods presented. The adoption of ASU 2015-03 and ASU 2015-15 did not have a material effect our consolidated financial position, results of operations or cash flows.

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (ASU 2015-11). Under ASU 2015-11 entities should measure inventory that is not measured using last-in, first-out (LIFO) or the retail inventory method, including inventory that is measured using first-in, first-out (FIFO) or average cost, at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 and is to be applied prospectively. The adoption of ASU 2015-11 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

In November 2015, the FASB issued an accounting pronouncement (FASB ASU 2015-17) which simplifies the balance sheet classification of deferred taxes. This pronouncement requires that all deferred tax assets and liabilities be classified as noncurrent in the classified balance sheet, rather than separating such deferred taxes into current and noncurrent amounts, as is required under current guidance. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, and may be applied either

F-16

Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

1. Summary of Significant Accounting Policies (Continued)

prospectively or retrospectively. We are currently in the process of evaluating the effects of the pronouncement on our consolidated financial statements.

In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Customers' Accounting for Fees Paid in a Cloud Computing Arrangement (ASU 2015-05). ASU 2015-05 provides guidance in evaluating whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for as an acquisition of a software license. If the arrangement does not contain a software license, it should be accounted for as a service contract. ASU 2015-05 is effective for reporting periods beginning after December 15, 2015 and may be adopted either retrospectively or prospectively. We are currently evaluating the impact ASU 2015-05 will have on our consolidated financial statements.

2. Receivables

Receivables consisted of the following at December 31, (in thousands):


		2015			2014

Consumer Services and Plans	$	28,986		$	27,206
New and used vehicles		2,195			1,942
Parts, service and other		13,357			11,002
Other		16,937			13,128

		61,475			53,278
Allowance for doubtful accounts		(5,119	)		(4,247	)

	$	56,356		$	49,031

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

3. Inventories, net and Notes Payable — Floor Plan

Inventories consisted of the following at December 31, (in thousands):


		2015		2014

New RV vehicles	$	620,499	$	452,833
Used RV vehicles		164,381		148,101
Parts, accessories, and other		84,059		75,872

	$	868,939	$	676,806

Retail inventories are primarily financed by floor plan arrangements through a syndication of banks. The floor plan notes are collateralized by substantially all of the assets of FreedomRoads, LLC (FR), a wholly owned subsidiary of FreedomRoads, which operates the Camping World dealerships, and bear interest at one month London Interbank Offered Rate (LIBOR) plus 2.40%, 2.10%, and 2.40% for the years ended December 31, 2015, 2014, and 2013, respectively. LIBOR was 0.36%, 0.16%, and 0.17% as of December 31, 2015, 2014, and 2013, respectively. Principal is due upon the sale of the related vehicle.

In February 2012, FR entered into a Fifth Amended and Restated Credit Agreement for floor plan financing (Floor Plan Facility). In 2013, the Fifth Amended and Restated Credit Agreement was amended to extend the maturity date to October 2016. In 2014, the Fifth Amended and Restated Credit Agreement was amended to extend the maturity date to October 2017. In 2015, FR entered into a Sixth Amended and Restated Credit Agreement for the Floor Plan Facility to extend the maturity date to August 2018. The credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at December 31, 2015.

At December 31, 2015 and 2014, the principal amount outstanding under the Floor Plan Facility was $598.4 million and $431.0 million, respectively. Floor plan interest expense for the years ended December 31, 2015, 2014, and 2013, was $12.4 million, $10.7 million, and $10.0 million, respectively.

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

4. Property and Equipment, net

Property and equipment consisted of the following at December 31, (in thousands):


		2015			2014

Land	$	11,512		$	5,714
Buildings and improvements		11,032			4,232
Leasehold improvements — inclusive of right to use assets		102,867			168,831
Furniture and equipment		79,046			74,242
Rental vehicles		1,228			5,649
Software		75,248			61,760
Systems development and construction in progress		7,341			8,255

		288,274			328,683
Less: accumulated depreciation and amortization		(138,549	)		(126,871	)

	$	149,725		$	201,812

5. Goodwill and Intangible Assets

The following is a summary of changes in the Company's goodwill by business line for the years ended December 31, 2015 and 2014 (in thousands):


		Consumer Services and Plans		Retail		Consolidated

Balance as of January 1, 2014	$	49,944	$	6,739	$	56,683
Acquisitions		—		4,370		4,370

Balance as of December 31, 2014		49,944		11,109		61,053
Acquisitions		—		51,887		51,887

Balance as of December 31, 2015	$	49,944	$	62,996	$	112,940

Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, (in thousands):


		2015			2014

Gross membership and customer lists	$	6,712		$	6,712
Less: accumulated amortization		(5,060	)		(4,271	)

Intangible assets, net	$	1,652		$	2,441

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

5. Goodwill and Intangible Assets (Continued)

The aggregate future five-year amortization of finite-lived intangibles at December 31, 2015, was as follows (in thousands):


2016	$	789
2017		535
2018		160
2019		140
2020		28

	$	1,652

The Company evaluates goodwill and indefinite-lived intangible assets for impairment on an annual basis as of the beginning of the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company's goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to perform the first step of a two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company is required to perform the second step of the two-step goodwill impairment test to measure the amount of the impairment loss based on qualitative assessments. The Company determined that the fair value of its reporting units was greater than its carrying value.

6. Accrued Liabilities

Accrued liabilities consisted of the following at December 31, (in thousands):


		2015		2014

Compensation and benefits	$	10,761	$	19,520
Other accruals		66,791		40,625

	$	77,552	$	60,145

7. Long-Term Debt

The following reflects outstanding long-term debt as of December 31 (in thousands):


		2015			2014

Term Loan Facility ^(a)	$	725,393		$	613,185
Less: current portion		(52,089	)		(32,212	)

	$	673,304		$	580,973

(a): Net of $4.9 million and $4.9 million original issue discount at December 31, 2015 and 2014, respectively, and $11.1 million and $10.0 million of finance costs at December 2015 and 2014, respectively.

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

7. Long-Term Debt (Continued)

The aggregate future maturities of long-term debt at December 31, 2015, were as follows (in thousands):


2016	$	52,089
2017		40,080
2018		40,080
2019		40,080
2020		569,154

Total	$	741,483

Senior Secured Credit Facilities

On November 20, 2013, CWGS Group, LLC, a wholly owned subsidiary of CWGS, LLC, entered into a $545.0 million senior secured credit facility (Senior Secured Credit Facilities) consisting of a $525.0 million term loan facility (Term Loan Facility), at an original issue discount of $5.3 million or 1.00%, and a $20.0 million revolving credit facility (Revolving Credit Facility). In December 2014 and December 2015, CWGS Group, LLC secured an additional $117.0 million and $55.0 million, respectively, of term loan borrowings under the Senior Secured Credit Facilities for which the proceeds were primarily used to purchase dealerships within FreedomRoads. In June 2015, CWGS Group, LLC secured an additional $95.0 million of term loan borrowings under the Senior Secured Credit Facilities for which the proceeds were primarily used to pay distributions to the CWGS, LLC members. Interest on the Term Loan Facility floats at the Company's option at a) LIBOR, subject to a 1.00% floor, plus an applicable margin of 4.75%, or b) an Alternate Base Rate (ABR) equal to 3.75% per annum plus the greater of the Prime Rate, Federal Funds Effective Rate plus ¹ / 2 of 1.00%, LIBOR, or 2.00%. Interest on borrowings under the Revolving Credit Facility is at the Company's option of a) 4.25% to 4.50% per annum subject to a 1.00% floor in the case of a Eurocurrency loan, or b) 3.25% to 3.50% per annum plus the greater of the Prime Rate, Federal Funds Effective Rate plus ¹ / 2 of 1.00%, LIBOR, or 2.00% in the case of an ABR loan, based on the Company's ratio of net debt to consolidated earnings as defined in the Senior Secured Credit Facilities. The Company also pays a commitment fee of 0.5% per annum on the unused amount of the Revolving Credit Facility. Reborrowings under the Term Loan Facility are not permitted. The quarterly scheduled principal prepayments on the term loan borrowings on or prior to September 30, 2014 were $3.3 million, $4.0 million on December 31, 2014, and $10.0 million on December 31, 2015 and thereafter. Following the end of each fiscal year, commencing with the fiscal year ending December 31, 2014, the Company is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow, as defined in the Senior Secured Credit Facilities, for such fiscal year. The required percentage prepayment of excess cash flow is reduced to 25% if the total leverage ratio, of as defined, is 2.00 to 1.00 or greater but less than 2.50 to 1.00. If the total leverage ratio is less than 2.00 to 1.00, no prepayment of excess cash flow is required. As of December 31, 2015, CWGS Group, LLC's excess cash flow offer, as defined, was $16.1 million and was presented to the term loan holders. The holders accepted $12.0 million of the prepayment offer and a principal payment in that amount was made on May 9, 2016.

The Revolving Credit Facility matures on November 20, 2018, and the Term Loan Facility matures on February 20, 2020. The funds available under the Revolving Credit Facility may be

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Table of Contents

CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

7. Long-Term Debt (Continued)

utilized for borrowings or letters of credit; however, a maximum of $10.0 million may be allocated to such letters of credit. As of December 31, 2015, the interest rate on the term debt was 5.75%, and permitted borrowings under the undrawn revolving credit facility were $20.0 million. As of December 31, 2015, the Company had available borrowings of $16.3 million and letters of credit in the aggregate amount of $3.7 million outstanding under the Revolving Credit Facility. As of December 31, 2015, $736.5 million was outstanding under the Term Loan Facility and no amounts were outstanding on the Revolving Credit Facility.

The Company used the net proceeds of $519.8 million from the issuance of the Senior Secured Credit Facilities along with $9.3 million of cash on hand (i) to irrevocably redeem or otherwise retire all of the Good Sam Enterprises, LLC, (GSE), an indirect wholly owned subsidiary of CWGS, LLC, outstanding 11.50% senior subordinated notes due 2016 (the Senior Secured Notes) in an approximate amount (including premium, tender fees, and accrued interest) of $374.0 million; (ii) to permanently repay FR's $33.9 million of outstanding indebtedness and accrued interest due to related parties; (iii) to redeem and retire its Series A Notes outstanding including accrued interest, in the amount of $81.3 million, and the accrued interest of its Series B Note in the amount of $31.4 million; and (iv) to pay related fees and expenses in connection with the foregoing transactions.

CWGS, LLC and CWGS Group, LLC have no revenue-generating operations of their own. Their ability to meet the financial obligations associated with the Senior Secured Credit Facilities is primarily dependent on the earnings and cash flows of its operating subsidiaries, primarily GSE and FreedomRoads, and their ability to upstream dividends. The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company's existing and future domestic restricted subsidiaries with the exception of FR and its subsidiaries. The Senior Secured Credit Facilities contain certain restrictive covenants including, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. The Company was in compliance with all debt covenants at December 31, 2015.

Enterprise Notes

On February 15, 2011, the Company entered into a securities purchase agreement under which CWGS, LLC issued $80.0 million of Series A Notes and a $70.0 million Series B Note due 2018 (the Enterprise Notes) to CVRV Acquisition, LLC, a Delaware limited liability company (CVRV) on March 2, 2011. Interest on the Enterprise Notes was due each March 31, June 30, September 30 and December 31 commencing June 30, 2011. On March 2, 2011, CVRV, the holder of the Series B Note, received an option from CWGS Holding, LLC, the direct parent of the Company, to purchase 70,000 preferred units of CWGS, LLC, which represented 44.999% of the Company's equity interests, at an aggregate price of $70.0 million through the delivery to the Company of the Series B Note. The option could be exercised from and after the earlier of: (i) the fourth anniversary of the date of the agreement; (ii) the date on which the Company provides written notice that CVRV can exercise the option; or (iii) the tenth anniversary of the date of the agreement. The Series A Notes and the Series B Note are the two freestanding instruments issued in the securities purchase agreement entered into with CVRV. The option is not separately

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CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

7. Long-Term Debt (Continued)

exercisable from the Series B Note and therefore has been included as an embedded feature in the Series B Note. The Company calculated the fair value the respective Enterprise Notes on the issuance date and used the determined relative fair values to allocate the $150 million in proceeds between the Series A Notes and the Series B Note. The Enterprise Notes were subsequently measured at amortized cost using the effective interest method. The Company valued and recorded the Series A Notes at $68.1 million, a discount of $11.9 million, and the Series B Note at $81.9 million, a premium of $11.9 million.

Interest on the Series A Notes was 3.00% per quarter provided that upon the occurrence and continuance of an event of default, the outstanding principal together with any overdue and unpaid interest would bear interest at a rate equal to 3.75% per quarter until the event of default is cured or waived. Interest on the Series B Note was 3.00% per quarter provided that the Company was entitled to elect to not pay the accrued interest on the Series B Note for up to twelve quarters in the aggregate. If the Company elected or otherwise failed to pay all accrued interest on the Series B Note in cash for any quarter, then the outstanding principal amount together with all accrued and unpaid interest shall bear interest at a rate equal to 3.25%, (i) if the Company shall so elect or shall otherwise fail to pay all accrued interest on the Series B Note in cash for any quarter in excess of six quarters in the aggregate (whether or not consecutive), or (ii) provided that upon the occurrence and continuance of an event of default, the outstanding principal together with any overdue and unpaid interest shall bear interest at a rate equal to 3.75% per quarter until the event of default is cured or waived.

The Company used the net proceeds of $150.0 million from the issuance of the Enterprise Notes to: (i) permanently repay all of the outstanding indebtedness under FreedomRoads related party debt of $27.0 million, a term loan note payable of $27.0 million, a swap term loan of $4.6 million, and interest on debt of $0.3 million; (ii) make an $85.0 million distribution to its member, and (iii) pay related fees and expenses in connection with the foregoing transactions.

The Company elected not to pay the accrued interest on the Series B Note for the period from June 2011 to September 2013. In November 2013, the Company used the proceeds of the Senior Secured Credit Facilities to pay the $31.4 million of outstanding accrued interest on the Series B Note. The Company elected to pay the quarterly interest each quarter beginning December 31, 2013. The Company repaid the $80.0 million Series A Notes in full on November 20, 2013 from the proceeds of the Senior Secured Credit Facilities and the remaining unamortized discount of $5.4 million on the Series A Notes was written off and recorded to Loss on Debt Repayment.

On September 30, 2014, CVRV exercised their option and delivered the Series B Note to the Company for cancellation in exchange for the equity interest. Upon surrender and cancellation of the $70.0 million Series B Note, the remaining unamortized premium of $3.4 million was written off to Members' Deficit.

Since the exchange of the Series B Note for the preferred equity interest in CWGS, LLC, CVRV, as the holder of the preferred equity interest, has received a preferred return equal to 3.00% of CVRV's unrecovered capital contribution in CWGS, LLC, which has been paid quarterly. Preferred return payments of $8.4 million and $2.1 million were paid for the years ended December 31, 2015 and 2014, respectively.

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CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

7. Long-Term Debt (Continued)

Senior Secured Notes

On November 30, 2010, GSE issued pursuant to an indenture (the Senior Secured Notes Indenture) $333.0 million of Senior Secured Notes at an original issue discount of $6.9 million, or 2.1%. Interest on the Senior Secured Notes was due each December 1 and June 1 commencing June 1, 2011.

Subject to certain conditions, GSE was required to offer to redeem Senior Secured Notes at 101% of principal amount tendered for redemption in an aggregate amount of the excess cash flow amount (as defined in the indenture governing the Senior Secured Notes) for the respective period. For the calendar years commencing with the calendar year ended December 31, 2012, the excess cash flow amount was the greater of (i) the minimum excess cash flow amount or (ii) (x) 75% of excess cash flow for such annual period, minus (y) the minimum excess cash flow amount for the immediately preceding six-month period ending on June 30. On February 27, 2012, GSE completed an excess cash flow offer to purchase $7.4 million in principal amount of its outstanding Senior Secured Notes. The Senior Secured Notes were purchased by GSE and retired on February 27, 2012. On July 31, 2012, GSE completed an excess cash flow offer to purchase up to $4.95 million in principal amount of its Senior Secured Notes, but only four thousand dollars were tendered and were retired on August 7, 2012. On April 10, 2013 and July 20, 2013, GSE completed excess cash flow offers to purchase up to $4.95 million in principal amount of its Senior Secured Notes, but none were tendered.

The Senior Secured Notes were repaid in full in November and December 2013 in the amount of $374.0 million, including premium, tender fees, and accrued interest.

CW Credit Facility

On March 1, 2010, the Company's wholly owned subsidiary, Camping World, Inc. (CW), which operates in the Retail segment, entered into a credit facility (CW Credit Facility), providing for an asset-based lending facility of up to $22.0 million, of which $10.0 million was available for letters of credit and $12.0 million was available for revolving loans. On April 23, 2012, CW amended the CW Credit Facility to (i) increase borrowing availability by reducing the collateral availability block from $5.0 million to $2.5 million from October 1 of each year through the last day of February of the immediately following year, (ii) eliminate any restrictions on the number of new store openings during the year, and (iii) increase the interest rate margin from 2.75% to 3.25%. On July 23, 2012, CW amended the CW Credit Facility to provide that capital expenditures may be incurred in excess of $5.0 million if during such fiscal year (i) the holders of CW's equity interest make a cash common equity contribution to CW in an amount at least equal to such excess or (ii) CW or its subsidiaries receive proceeds from asset sales (other than inventory sold in the ordinary course of business) in an amount at least equal to such excess. On March 1, 2013, GSE received the requisite consents from noteholders of the Senior Secured Notes to amend the indenture relating to the Senior Secured Notes outstanding and GSE's Intercreditor Agreement to allow the CW Credit Facility to increase from $25.0 million to $35.0 million. An aggregate fee in the amount of $0.3 million was paid to the consenting noteholders. Concurrently, CW amended its agreement with the current lender of the CW Credit Facility to increase the facility to $35.0 million, reduce the interest rate margin to 2.50%, and extend the maturity to the earlier of March 1, 2018, or 180 days

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CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

7. Long-Term Debt (Continued)

prior to the maturity of the Senior Secured Notes or any notes issued or exchanged to refinance the Senior Secured Notes.

On November 20, 2013, concurrent with the issuance of the Senior Secured Credit Facilities, the CW Credit Facility was terminated.

8. Capital Lease Obligations

The Company leases various fixed assets under capital lease arrangements requiring payments through May 2019. No capital expenditures were funded by capital leases in 2015, and $0.2 million was funded by capital leases in 2014. The Company has included these leases in property and equipment, net at December 31, as follows (in thousands):


		2015			2014

Furniture and equipment	$	3,734		$	3,734
Accumulated depreciation		(2,301	)		(1,555	)

	$	1,433		$	2,179

The following is a schedule by year of future minimum lease payments (in thousands) under the capitalized leases, together with the present value of net minimum lease payments at December 31, 2015 (including current portion of $0.8 million):


2016	$	826
2017		576
2018		178
2019		23

		1,603
Interest		(81	)

	$	1,522

9. Right to Use Liability

The Company leases operating facilities throughout the United States. The Company analyzes all leases in accordance with Accounting Standards Codification (ASC) 840 — Leases. Historically, twenty-five of the leases had construction projects for which the Company was deemed to be the owner. Eighteen leases were accounted for as finance leases after completion of the construction as they did not qualify for sale accounting under the sale-leaseback accounting rules. Seven leases were accounted for as operating leases after completion of construction as they qualified for asset derecognition under the sale-leaseback accounting rules. As of December 31, 2015 and 2014, there were zero and $3.1 million, respectively, of right to use assets and right to use liabilities recorded in connection with these seven leases. An additional eighteen leases were accounted for as capital leases based on capital lease accounting rules. For both the financing and capital leases, the value of the real property, other than land was capitalized as a right to use asset with a corresponding right to use liability. To the extent land was less than twenty-five percent of the value of the total real property, land was capitalized as a right to use asset with a corresponding right to use liability. In

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CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

9. Right to Use Liability (Continued)

the fourth quarter of 2015, the Company modified the terms of certain leases. As a result of the modifications, thirty leases met the requirements to be reported as operating leases and therefore the right to use assets and corresponding right to use liabilities were derecognized in the fourth quarter of 2015. This derecognition resulted in the removal of $122.4 million of right to use assets, and $127.0 million of right to use liabilities and $4.6 million of deferred gain, which will be recognized ratably as an offset to rent expense over the term of the leases.

The Company has included the right to use assets in property and equipment, net at December 31, as follows (in thousands):


		2015			2014

Right to use assets	$	31,757		$	115,316
Accumulated depreciation		(1,457	)		(5,274	)

	$	30,300		$	110,042

The following is a schedule by year of the future changes in the right to use liability (in thousands):


2016	$	2,342
2017		2,126
2018		1,837
2019		1,741
2020		1,741
Thereafter ⁽¹⁾		44,431

Total minimum lease payments		54,218
Amounts representing interest		(23,619	)

Present value of net minimum right to use liability payments	$	30,599

(1): Includes $9.6 million of scheduled derecognition of right to use liability due to reductions in the lease deposit to less than two months rent.

10. Income Taxes

The components of the Company's income tax expense from operations for the year ended December 31, consisted of (in thousands):


		2015			2014		2013

Current:
Federal	$	139		$	105	$	200
State		1,398			860		815
Deferred:
Federal		(162	)		1,045		870
State		(19	)		130		103

Income tax expense	$	1,356		$	2,140	$	1,988

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CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

10. Income Taxes (Continued)

A reconciliation of income tax expense from operations to the federal statutory rate for the year ended December 31, is as follows (in thousands):


		2015			2014			2013

Income taxes computed at federal statutory rate	$	61,161		$	43,280		$	7,754
State income taxes — net of federal benefit		7,196			5,114			860
Other differences:
Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax		(67,761	)		(46,661	)		(9,935	)
(Decrease) increase of valuation allowance		735			(396	)		2,585
Other		25			803			724

Income tax expense	$	1,356		$	2,140		$	1,988

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax asset at December 31, were (in thousands):


		2015			2014

Deferred tax liabilities
Accelerated depreciation	$	(3,389	)	$	(1,703	)
Prepaid expenses		(232	)		(388	)
Other		(93	)		(262	)

		(3,714	)		(2,353	)
Deferred tax assets
Investment impairment		30,767			30,863
Gift cards		940			892
Deferred revenues		332			14
Accrual for employee benefits and severance		884			916
Alternative minimum tax credit		549			545
Net operating loss carryforward		9,926			8,305
Claims reserves		444			513
Intangible assets		54			67
Goodwill		2,264			2,139
Deferred book gain		1,472			1,610
Other reserves		4,820			4,311

		52,452			50,175
Valuation allowance		(42,504	)		(41,769	)

Net deferred tax assets	$	6,234		$	6,053

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CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

10. Income Taxes (Continued)

The Company is organized as a limited liability company and treated as a partnership for federal tax purposes, with the exception of Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries, which are Subchapter C corporations. At December 31, 2015, the Subchapter C corporations had net operating loss carryforwards of approximately $25.9 million, which will be able to offset future taxable income. If not used, the net operating loss carryforwards will expire between 2023 through 2035.

The valuation allowance for CW and its subsidiaries increased by $0.7 million and decreased by $0.4 million for the years ended December 31, 2015 and 2014, respectively, as its net deferred tax assets decreased during the current year and it continues to maintain a full valuation allowance as it was determined that it would have insufficient taxable income in the current or carryforward periods under the tax laws to realize the future tax benefits of its deferred tax assets.

During 2014, the 2012 federal tax return for CW was examined by the Internal Revenue Service and was closed on October 30, 2014, with no adjustments. The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2011.

The provision for income tax for the entities subject to federal income tax has been included in the consolidated financial statements. The income tax is based on the amount of taxes due on their tax returns plus deferred taxes computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities, using expected tax rates.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements on a particular tax position are measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. Accounting for the unrecognized tax benefits had no effect on current year earnings or retained earnings, as the liability had been previously recorded and was reclassified from long-term deferred tax liabilities to other long-term liabilities.

11. Fair Value Measurements

Accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

11. Fair Value Measurements (Continued)

GSE is obligated to pay contingent consideration that is required to be measured at fair value on a recurring basis. The contingent consideration arrangement involves the August 1, 2012 purchase of the Good Sam TravelAssist program from a current marketing partner that requires the Company to pay an agreed-upon percentage of acquisition and renewal revenue over a five-year period ending on July 31, 2017. The contingent consideration approximates the projected amount that would have been received by the marketing partner over the next five years if the prior marketing agreement was extended. This fair value measurement was based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820 Fair Value Measurement .

The Company's contingent consideration liability at December 31, 2015 and 2014, measured at fair value was $0.6 million and $1.0 million, respectively. The fair value of the contingent consideration was calculated using a discounted cash flow model.

There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2015 and 2014 of assets and liabilities that are not measured at fair value on a recurring basis.

The following table presents the reported carrying value and fair value information for the Company's debt instruments. The fair value shown below for the Term Loan Facility is based on quoted prices in the market for identical assets (Level 1).

12/31/2015

12/31/2014

($ in thousands)

Fair Value
Measurement

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value

Term Loan Facility

Level 1

725,393

731,288

613,185

624,204

12. Commitments and Contingencies

Leases

The Company holds certain property and equipment under rental agreements and operating leases that have varying expiration dates. A majority of its operating facilities are leased from unrelated parties throughout the United States. Future minimum annual fixed rentals under operating leases having an original term of more than one year as of December 31, 2015, were as follows (in thousands):


		Third Party		Related Party		Total

2016	$	66,678	$	1,108	$	67,786
2017		64,453		897		65,350
2018		63,952		898		64,850
2019		62,347		897		63,244
2020		58,400		897		59,297
Thereafter		463,584		10,867		474,451

Total	$	779,414	$	15,564	$	794,978

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CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

12. Commitments and Contingencies (Continued)

For the years ended December 31, 2015, 2014, and 2013, $61.5 million, $59.5 million, and $53.9 million of rent expense, respectively, was charged to costs and expenses.

A subsidiary of FreedomRoads has letters of credit of $0.4 million, which were required by certain leases. The letters of credit expire in August 2018. These letters of credit are issued under the Floor Plan Facility.

On December 5, 2001, GSE sold 11 real estate properties to 11 separate wholly owned subsidiaries of AGRP Holding Corp., a wholly owned subsidiary of the Company's ultimate parent, AGI Holding Corp., for $52.3 million in cash and a note receivable. The properties have been leased back to the Company on a triple-net basis. Both the sales price and lease rates were based on market rates determined by third-party independent appraisers engaged by the mortgage lender and approved by the Senior Secured Credit Facilities agent bank. These leases have an initial term of 25 to 27 years with two 5-year renewal options at the then-current market rent. The leases are classified as operating leases in accordance with accounting guidance for accounting for leases. Land and buildings with a net book value totaling $45.8 million were removed from the balance sheet. The transaction resulted in a net gain of $6.1 million consisting of a $12.1 million gain on certain properties and a $6.0 million loss on other properties. In accordance with accounting principles generally accepted in the United States, the $6.0 million loss was recognized upon the date of sale in 2001 and the $12.1 million gain was deferred and will be credited to income as rent expense adjustments over the lease terms. The average net annual lease payments over the lives of the leases were $3.4 million.

On December 29, 2011, AGRP Holding Corp. sold 6 of the 11 real estate properties to a third party. In 2012, AGRP Holding Corp. sold two real estate properties to a third party (one on January 9, 2012, and one on December 28, 2012). The leases on the real estate properties sold in 2012 were terminated. In June 2013, AGRP Holding Corp. sold an additional real estate property to a third party. In February 2014, AGRP Holding Corp. sold the remaining two real estate properties to a third party. As of December 31, 2015, a $5.5 million deferred gain remains and will be recognized over the remaining lease terms.

In 2006, a subsidiary of FreedomRoads entered into sale - leaseback arrangements. Under these arrangements, FreedomRoads sold real property and leased it back for a period of 20 years. The leasebacks have been accounted for as operating leases. The gain of $6.4 million is being recognized ratably over the term of the leases. The income recognition (offset to rent expense) of the deferred credits totaled $0.3 million annually for each of 2015, 2014, and 2013.

In 2015, 2014 and 2013, a subsidiary of FreedomRoads entered into sale leaseback arrangements resulting in gains of $0.4 million in 2015 and no gain or loss in 2014 or 2013. The real properties were originally purchased by FreedomRoads from third parties. In 2015, the Company sold real property of $19.0 million that were originally purchased in 2015 for $18.1 million, and in 2014 for $0.9 million. In 2014, the Company sold real properties of $1.2 million that were originally purchased in 2014 for $0.3 million, and in 2013 for $0.9 million. In 2013, the Company sold real properties of $13.7 million purchased in 2013. Under the sale-leaseback arrangements, the real properties were leased back under operating leases for a period of 20 years. The properties are being used as part of the Company's ongoing operations.

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Notes to Consolidated Financial Statements (Continued)

December 31, 2015

12. Commitments and Contingencies (Continued)

Sponsorship and Other Agreements

The Company modified a sponsorship agreement in 2014. The sponsorship agreement consists of an annual base fee of $3.5 million in 2014, $3.3 million in 2015, $3.4 million in 2016, $3.5 million in 2017, $3.6 million in 2018, $3.7 million in 2019, $3.8 million in 2020, $3.9 million in 2021, and $4.0 million in 2022. The expense is recognized ratably over the term of the agreement.

In 2015, CWI entered into a broad market sponsorship agreement. The sponsorship agreement expires on December 31, 2018 and consists of sponsor rights fees of $3.6 million payable as follows: $0.7 million in 2015, $0.9 million in 2016, $1.0 million in 2017, and $1.0 million 2018. The agreement includes an opt-out provision after 2016.

The Company entered into a subscription agreement in 2014. The subscription agreement consists of total fees of $9.4 million payable as follows: $1.7 million in 2014, $1.6 million in 2015, $1.8 million in 2016, $2.1 million in 2017, and $2.2 million in 2018.

Litigation

From time to time, the Company is involved in litigation arising in the normal course of business operations. The Company does not believe it is involved in any litigation that will have a material adverse effect on its results of operations or financial position.

Employment Agreements

The Company has employment agreements with certain officers. The agreements include, among other things, an annual bonus based on earnings before interest, taxes, depreciation and amortization, and up to one year's severance pay beyond termination date.

13. Related Party Transactions

Monitoring Agreement

Crestview Advisors, L.L.C. and Stephen Adams (together, the "Managers" and each, a "Manager") and the Company are parties to a monitoring agreement relating to each Manager's monitoring of its (or its affiliate's) investment in the Company. Pursuant to the monitoring agreement, the Company agreed to pay each of the Managers an aggregate per annum monitoring fee equal to $1.0 million, payable in quarterly installments of $250,000. In addition, the Company agreed to reimburse each Manager and its affiliates, employees and agents for up to an aggregate per annum amount of $250,000 for all reasonable fees and expenses incurred in connection with such Manager's monitoring of its (or its affiliate's) investment in the Company. The Company also agreed to indemnify each Manager and its respective affiliates from and against all losses, claims, damages and liabilities arising out of the performance by such Managers' monitoring of its (or its affiliate's) investment in the Company.

Pursuant to the monitoring agreement, the Company incurred monitoring fees of $2.0 million in each of the years ended December 31, 2015, 2014 and 2013. In addition, the Company recorded an expense for the Managers' reimbursable expenses, totaling $0.5 million for each of the years ended December 31, 2015, 2014 and 2013.

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Notes to Consolidated Financial Statements (Continued)

December 31, 2015

13. Related Party Transactions (Continued)

Transactions with Directors, Equity Holders and Executive Officers

In 2001, GSE sold certain real estate consisting of seven retail locations, a distribution facility and three office buildings (the AGRP Sites) to certain subsidiaries of AGRP Holding Corp. (AGRP), an entity controlled by Stephen Adams, in which Mr. Adams had a 100% economic interest. GSE leased back the AGRP Sites pursuant to various leases (the AGRP Leases) with initial lease terms expiring in 2027. Additionally, as part of such sale and leaseback transactions, (i) GSE and AGRP entered into a management agreement, pursuant to which GSE agreed to manage the AGRP Sites on behalf of AGRP and AGRP agreed to pay GSE a management fee equal to the difference between the total base rent payable under the AGRP Leases and the amount of AGRP's debt service on loans secured by the AGRP Sites (the AGRP Loans), and (ii) AGRP issued to GSE a note due December 2012 in the original amount of $4.8 million (the Leaseback Note). In December, 2011, the AGRP Sites consisting of the six retail locations were sold by AGRP to an unrelated third party, and the proceeds were utilized to satisfy the AGRP Loans and GSE entered into new leases with the purchaser of such AGRP Sites. In 2012, the AGRP Sites consisting of an office building in Ventura, California and a retail location in Bowling Green, Kentucky were sold to unrelated third parties and the AGRP Leases therefore were terminated at the election of GSE. In 2013, the distribution facility was sold to an unrelated third party and its AGRP Lease was amended and restated to provide for an initial term expiring in 2033. In 2014, the remaining AGRP Sites consisting of two office buildings were sold to an unrelated third party and their corresponding AGRP Leases were amended and restated to provide for initial terms expiring in 2034. For the years ended December 31, 2014 and 2013, the Company made lease payments of $0.1 million and $0.8 million, respectively, under the AGRP Leases. In November 2013, the Company distributed the balance of the Leaseback Note to CWGS Holding, LLC in the form of a dividend.

Over the period from 2007 to 2011, various subsidiaries of FreedomRoads and certain entities owned by Stephen Adams conveyed real properties between each other resulting in a net receivable of $0.9 million due to FreedomRoads. In 2015, this receivable was distributed to CWGS Holding, LLC in the form of a non-cash distribution.

FreedomRoads leases various retail locations from managers and officers. During 2015, 2014 and 2013, the related party lease expense for these locations was $2.0 million, $3.8 million, and $2.7 million, respectively.

In January 2012, FredomRoads entered into a lease (the "Original Lease") with respect to our Lincolnshire, Illinois offices, which has since been amended as of March 2013 in connection with our leasing of additional premises within the same office building (the "Expansion Lease"). The Original Lease is payable in 132 monthly payments of base rent equal to approximately $29,000, commencing April 2013, subject to annual increases. The Expansion Lease is payable in 132 monthly payments of base rent equal to approximately $2,500, commencing May 2013, subject to annual increases. Marcus Lemonis, our Chairman and Chief Executive Officer, has personally guaranteed both leases.

Until December 31, 2015, the Company had use of an aircraft owned by Adams Offices, LLC, an entity owned by AGI Holding Corp., an entity controlled by Stephen Adams, in which he has a 100% economic interest, for the purpose of operating flights incidental to our business. The

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CWGS Enterprises, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

13. Related Party Transactions (Continued)

Company incurred expenses for the aircraft of $1.0 million, $1.0 million and $0.3 million for the years ended December 31, 2015, 2014 and 2013, respectively.

In 2008, FreedomRoads made advances to Mr. Lemonis, the Company's Chief Executive Officer, totaling $1.0 million, which were reflected as a receivable due from an officer in the financial statements of FreedomRoads (the Lemonis Receivable) until October, 2013. On November 1, 2013, FreedomRoads distributed the Lemonis Receivable to CWGS, LLC, which distributed the Lemonis Receivable to CWGS Holding, LLC. Mr. Lemonis did not make any principal payments or interest payments on the Lemonis Receivable prior to its distribution to CWGS Holding, LLC.

At various times from 2007 to 2011, FreedomRoads entered into promissory notes payable to Stephen Adams, in his individual capacity, Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust, Marcus A. Lemonis, Andris A. Baltins, a member of the board of directors, and Stephen M. Adams, the son of Stephen Adams. These promissory notes accrued annual interest at the rate of 12.0% and had varying maturities from 2014 to 2018. The largest aggregate amount of principal outstanding under these promissory notes for the year ended December 31, 2013 was $32.9 million. For the year ended December 31, 2013, FreedomRoads made payments of $2.7 million in interest and $25.0 million in principal to Mr. Stephen Adams, $0.5 million in interest and $5.4 million in principal to Mr. Lemonis, $0.2 million in interest and $2.0 million in principal to Mr. Baltins, and $0.1 million in interest and $0.5 million in principal to Mr. Stephen M. Adams in full satisfaction of all accrued interest and outstanding principal under such notes with $27.6 million of proceeds from our Term Loan Facility and the balance from operating cash flows.

On July 24, 2013, National Car Cash, LLC (National Car Cash), an indirect wholly owned subsidiary of CWGS, LLC, acquired certain assets of National Car Cash of New York, Inc. (Car Cash NY), consisting primarily of domain names, Uniform Record Locators, trademarks, trade names, service marks, phone numbers, artwork, logos, graphics, text, programming code, copyright materials and content (the Car Cash Assets), for an aggregate purchase price of $0.8 million. Prior to the acquisition of the Car Cash Assets, Marcus Lemonis, the Company's Chairman and CEO, advanced $0.4 million to or on behalf of Car Cash NY, which amount was repaid to Mr. Lemonis from the purchase price.

In September 2014, Marcus Lemonis, individually and as trustee of the Marcus Lemonis Revocable Trust (MLRT), entered into a revolving loan with The Privatebank and Trust Company (Privatebank). In connection with the revolving loan, Mr. Lemonis and MLRT entered into a profits unit pledge agreement (the Pledge Agreement) with Privatebank under which Mr. Lemonis pledged 4,667 Profits Units in the Company to secure the revolving loan (See Note 18 — Equity Incentive Plan). The Company also entered into a purchase, sale and put agreement (the Put Agreement) with Privatebank that granted Privatebank the right to put the loan to the Company upon the occurrence of an event of default pursuant to the Pledge Agreement. Prior to exercising any rights under the Put Agreement, Privatebank was required to provide notice to the Company and the Company had the right to purchase the pledged Profits Units for an amount equal to the lesser of (a) $12.0 million or (b) the outstanding principal amount of the revolving loan. On April 4, 2016 the Pledge Agreement and the Put Agreement were terminated.

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Notes to Consolidated Financial Statements (Continued)

December 31, 2015

13. Related Party Transactions (Continued)

See Note 7 — Long-Term Debt for private placement of securities (Enterprise Notes).

Other Transactions

Cumulus Media Inc. (Cumulus Media) has provided radio advertising for the Company through Cumulus Media's subsidiary, Westwood One, Inc. Crestview Partners II GP, L.P., an affiliate of CVRV, is the beneficial owner of Cumulus Media's Class A common stock, according to Crestview Partners II GP, L.P.'s most recently filed Schedule 13D amendment with respect to the company. For the years ended December 31, 2015 and 2014, the Company paid Cumulus Media $0.6 million and $1.3 million, respectively, for the aforementioned advertising services.

On July 1, 2010, Camping World and Adams Outdoor Advertising Marketing Company (Adams Outdoor), an entity controlled by Stephen Adams, entered into an agreement pursuant to which Camping World has the right to use Adams Outdoors' outdoor advertising space at cost on billboards that become available because the billboards would otherwise be vacant. Camping World made a deposit of $1.0 million with Adams Outdoor in an account controlled by Adams Outdoor on July 1, 2010 and as vacant billboards are utilized by Camping World, the usage cost is applied against the deposit. No vacant billboard space was used by Camping World. In December 2015, the agreement was assigned to AGI Holding Corp., an entity controlled by Stephen Adams, in which he has a 100% economic interest, and the Company distributed the $1.0 million deposit in the form of a non-cash distribution.

In March 2013, the Company sold seven outdoor powersports magazine titles, two powersports shows and two conferences to EPG Media LLC for $0.6 million and the assumption of subscription liabilities totaling $1.8 million. At the time of the sale, EPG Media LLC was an entity controlled by Mark Adams, the son of Stephen Adams.

The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. From time to time the Company has arranged for temporary staffing and consulting services from eNET IT Group, LLC (eNET IT Group). Mr. Lemonis has a 51% economic interest in eNET IT Group. The Company paid eNET IT Group approximately $0.6 million $0.3 million, and $13,500 for the years ended December 31, 2015, 2014 and 2013, respectively, primarily for third party temporary staffing arranged by eNET IT Group. eNET IT Group, in turn, paid the third party temporary staffing directly. Additionally, the Company purchased fixtures for interior store sets at our retail locations from Precise Graphix. Mr. Lemonis has a 33% economic interest in Precise Graphix and the Company paid Precise Graphix $1.7 million for the year ended December 31, 2015.

14. Acquisitions

In 2015, 2014 and 2013, a subsidiary of the Company acquired the assets or stock of multiple dealership locations. The Company used its working capital, a combination of cash and floor plan financing and members' capital contributions to complete the acquisitions. The acquired businesses were recorded at their estimated fair values under the purchase method of accounting.

The balance of the purchase prices in excess of fair value of the assets acquired was recorded as goodwill.

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Notes to Consolidated Financial Statements (Continued)

December 31, 2015

14. Acquisitions (Continued)

In 2015, concurrent with the acquisition of dealership businesses, the Company purchased real properties for $17.0 million from related parties of the sellers. The Company sold a portion of the real properties to a third party in sale-leaseback transactions. In 2014, the Company purchased real property of $3.8 million related to the acquisition of dealership assets. The real property was not sold by the Company. In 2013, concurrent with the acquisition of dealership assets, the Company purchased real properties for $13.6 million from related parties of the sellers. The Company immediately sold the real properties to a third party in sale-leaseback transactions, as further described in Note 12 — Commitments and Contingencies.

A summary of the purchase price allocations for the acquisitions consists of the following:


($ in thousands)		2015			2014			2013

Assets (liabilities) acquired at fair value
Inventory	$	75,664		$	6,228		$	13,098
Property and equipment		842			51			153
Goodwill		51,887			4,369			4,114
Security deposits		12			—			—
Other assets		19			—			118
Customer deposits		(1,111	)		(33	)		—
Accounts payable		(49	)		—			—
Accrued expenses		(575	)		—			—

Purchase price		126,689			10,615			17,483
Purchase price holdback included in other long-term liabilities		(1,500	)		—			—
Inventory purchases financed via floor plan		(59,794	)		(4,029	)		(5,618	)

Cash payment net of holdback and floor plan financing	$	65,395		$	6,586		$	11,865

Included in the 2015 Consolidated Financial results is $151.4 million of revenue and $5.3 million of pre-tax income of these dealership businesses purchased in 2015 from the applicable acquisition dates.

15. Exit Activities

The Company closed certain retail locations and remains obligated under the terms of the leases for these locations for the rent and other costs associated with these leases, and has no plan to occupy them in the future. In accordance with ASC 420, Accounting for Costs Associated with Exit or Disposal Activities , the Company recorded a charge to rent expense to recognize the costs of exiting the space. The liability was equal to the fair value of rent less the fair value of the amount of rent received by the Company from a tenant under a sublease over the remainder of the lease terms, which expire on various dates through 2022. The change in the estimated fair value of these amounts was recognized in income as part of income from operations. The current portion of the liability was $0.4 million and $1.2 million as of December 31, 2015 and 2014, respectively, and was included in other current liabilities. The liability outstanding was $2.0 million and $2.5 million as of December 31, 2015 and 2014, respectively.

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Notes to Consolidated Financial Statements (Continued)

December 31, 2015

16. Statements of Cash Flows

Supplemental disclosures of cash flow information for the years ended December 31, are as follows (in thousands):


		2015		2014		2013

Cash paid during the year for:
Interest	$	57,717	$	54,843	$	100,913
Income taxes		1,166		1,119		1,197

The Company entered into the following non-cash investing and financing transactions:

2015

The Company distributed a prepaid marketing deposit with Adams Outdoor Advertising Marketing Company in the form of a non-cash $1.0 million distribution.

The Company distributed a receivable due to CWGS Holding, LLC in the form of a non-cash $0.9 million distribution.

Certain real estate lease agreements were capitalized in accordance with ASC 840 — Leases. The value of the real property, other than land of $50.6 million, was capitalized as a right to use asset with a corresponding $50.6 million included as a right to use liability. The Company derecognized $5.4 million of fixed assets and right to use lease liabilities for two leases that qualified as operating leases after completion of construction in 2015.

The Company modified the terms of certain leases in the fourth quarter of 2015. As a result of the modifications, thirty of these leases met the requirements to be reported as operating leases and therefore the right to use assets and corresponding liabilities were derecognized. This derecognition resulted in the removal of $122.4 million of right to use assets, and $127.0 million of right to use liabilities, resulting in a $4.6 million deferred gain.

2014

FreedomRoads entered into capital lease arrangements totaling $0.2 million.

On September 30, 2014, CVRV exercised its option and delivered the Series B Note to the Company for cancellation in exchange for the equity interest. Upon surrender and cancellation of the $70.0 million Series B Note, the remaining unamortized premium of $3.4 million was written off to Members' Deficit.

Certain real estate lease agreements were capitalized in accordance with ASC 840 — Leases. The value of the real property, other than land of $35.9 million, was capitalized as a right to use asset with a corresponding $35.9 million included as a right to use liability. The Company derecognized $8.2 million of right to use assets and right to use liabilities for five leases that qualified as operating leases after completion of construction in 2014.

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Notes to Consolidated Financial Statements (Continued)

December 31, 2015

16. Statements of Cash Flows (Continued)

2013

The Company distributed an advance to Mr. Lemonis in the form of a non-cash $1.0 million distribution to CWGS Holding, LLC.

The Company distributed the Leaseback Note and accrued interest thereon in the form of a non-cash $5.0 million distribution.

On March 1, 2013, the Company received the requisite consents from noteholders of the Senior Secured Notes to amend (i) the Indenture relating to the outstanding Senior Secured Notes (the Senior Secured Notes Indenture) and (ii) the Intercreditor Agreement among the Company, the administrative agent under the CW Credit Facility, the collateral agent under the Senior Secured Notes Indenture and certain guarantor subsidiaries of the Company (the Intercreditor Agreement), in each case to allow the CW Credit Facility to increase from $25.0 million to $35.0 million. An aggregate fee in the amount of $0.3 million was paid to the consenting noteholders in addition to a $0.3 million amendment fee paid to the current lender of the CW Credit Facility. See Note 7 — Long-Term Debt.

FreedomRoads entered into leases under capital lease arrangements totaling $1.3 million.

GSE completed the asset sale of seven outdoor powersports magazine titles, two powersports shows, and two conferences to EPG Media, LLC for $0.6 million in cash and the assumption of certain liabilities and assets, resulting in a gain of $1.8 million in March 2013. The sale included prepaid assets of $0.5 million, accounts receivable of $0.1 million and the assumption of subscription liabilities totaling $1.8 million.

Certain real estate lease agreements were capitalized in accordance with ASC 840 — Leases. The value of the real property, other than land of $38.9 million, was capitalized as a right to use asset with a corresponding $38.9 million included as a right to use liability.

17. Benefit Plan

The Freedom Roads 401(k) Defined Contribution Plan (FreedomRewards 401(k) Plan) is qualified under Sections 401(a) and 401(k) of the Internal Revenue Service Code of 1986, as amended. Effective January 1, 2012, the GSE 401(k) Plan was merged with the FreedomRewards 401(k) Plan. Effective January 1, 2007, Camping World elected to begin participating in the FreedomRewards 401(k) Plan. All employees over age 18, including the executive officers, are eligible to participate in the Freedom Rewards 401(k) Plan. Any favorable vesting was grandfathered for any affected participants pursuant to FreedomRewards 401(k) Plan Amendment No. 3 signed December 15, 2011, and effective January 1, 2012. Non-highly compensated employees may defer up to 75% of their eligible compensation up to the Internal Revenue Service limits. Highly compensated employees may defer up to 15% of their eligible compensation up to the Internal Revenue Service limits. In 2015, 2014 and 2013 the Company expensed $1.0 million, $0.9 million and $0.8 million, respectively, for its contribution to the FreedomRewards 401(k) Plan, which were paid in the following year.

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Notes to Consolidated Financial Statements (Continued)

December 31, 2015

18. Equity Incentive Plan

In 2012, CWGS, LLC entered into an Equity Incentive Plan, as defined in CWGS, LLC's Limited Liability Agreement, with certain employees and directors of the Company, who, in the judgment of the Company, have played a meaningful role in enhancing the value of CWGS, LLC. Such employees and directors have been granted awards (Profits Units) under the plan which entitles them to receive, in aggregate, up to 10% of the increase in the value of the Company above certain thresholds, if any, realized in such sale of CWGS, LLC or other liquidity event. CWGS, LLC began making grants of these Profits Units pursuant to the incentive plan effective for the year ended December 31, 2012. Generally, so long as the Unit holder is employed or remains a member of the board of managers of the Company, these Profits Units vest over time (generally a four-year period), but do not become exercisable or fully vested until a liquidity event occurs. All unvested Profits Units become exercisable and fully vested upon a liquidity event. Any unvested Profits Units are forfeited if the Unit holder ceases to be an employee of the Company or remain on the board of managers of the Company.

During the first quarter of 2015, the Company granted 1,158 Profits Units with a grant date fair value of $317 per unit. No Profits Units were forfeited during the year ended December 31, 2015. The fair value was estimated using an option pricing method. The Company used volatility and a risk free interest rate of 31.0% and 1.6%, respectively, to estimate the fair value of the units. The estimated volatility was based on the historical equity volatility of comparable companies.

As of December 31, 2015, there were 15,556 Profits Units authorized, issued and outstanding pursuant to the incentive plan. As of December 31, 2015, CWGS, LLC reported no share-based compensation expense related to the value of these Profits Units. The cumulative amortization of the share-based compensation related to these Profits Units, which was measured at the grant date fair value of $0.9 million, will only be recognized when it is probable that the Company will have a sale or other liquidity event.

19. Segment Information

At December 31, 2015, 2014, and 2013, we had two reportable segments: (1) Consumer Services and Plans, and (2) Retail. Our Consumer Services and Plans segment is comprised of emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; membership clubs; and publications and directories. Our Retail segment is comprised of new vehicles; used vehicles; parts and service; and finance and insurance. Corporate and other is comprised of the corporate operations of the Company.

The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by our chief operating decision maker to allocate resources and assess performance. Our chief operating decision maker is our Chief Executive Officer.

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Notes to Consolidated Financial Statements (Continued)

December 31, 2015

19. Segment Information (Continued)

Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, net, total assets, and capital expenditures are as follows:


		Years Ended December 31,

($ in thousands)		2015		2014		2013

Revenue:
Consumer Services and Plans	$	174,600	$	162,598	$	166,231
Retail		3,158,661		2,511,355		2,190,364

Total consolidated revenue	$	3,333,261	$	2,673,953	$	2,356,595


		Years Ended December 31,

($ in thousands)		2015			2014			2013

*Segment income:**
Consumer Services and Plans	$	80,522		$	73,515		$	70,769
Retail		179,530			129,614			100,010

Total segment income		260,052			203,129			170,779
Corporate & other		(2,689	)		(2,597	)		(2,554	)
Depreciation and amortization		(24,101	)		(24,601	)		(21,183	)
Other interest expense, net		(53,377	)		(46,769	)		(74,728	)
Loss on debt repayment		—			(1,831	)		(49,450	)
Other income (expense), net		1			(35	)		(59	)

Income from operations before income taxes	$	179,886		$	127,296		$	22,805

*: Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense.


		Years Ended December 31,

($ in thousands)		2015		2014		2013

Depreciation and amortization:
Consumer Services and Plans	$	3,627	$	3,283	$	4,856
Retail		18,243		19,895		16,174

Total		21,870		23,178		21,030
Corporate & other		2,231		1,423		153

Total depreciation and amortization	$	24,101	$	24,601	$	21,183

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Notes to Consolidated Financial Statements (Continued)

December 31, 2015

19. Segment Information (Continued)


		Years Ended December 31,

		2015		2014		2013

Interest expense, net:
Consumer Services and Plans	$	32	$	62	$	106
Retail		16,015		12,060		23,116

Total		16,047		12,122		23,222
Corporate & other		37,330		34,647		51,506

Total interest expense	$	53,377	$	46,769	$	74,728


		As of December 31,

		2015		2014		2013

Assets:
Consumer Services and Plans	$	139,064	$	138,240	$	131,775
Retail		1,149,829		952,308		775,016

Total		1,288,893		1,090,548		906,791
Corporate & other		55,125		72,620		91

Total assets	$	1,344,018	$	1,163,168	$	906,882


		Years Ended December 31,

		2015		2014		2013

Capital expenditures:
Consumer Services and Plans	$	2,870	$	2,721	$	3,079
Retail		38,567		32,263		27,676

Total capital expenditures	$	41,437	$	34,984	$	30,755

20. Disposition of Assets

In November 2013, the FreedomRoads former corporate office building previously owned by FRHP Lincolnshire, LLC, a wholly owned subsidiary of FreedomRoads, was sold. The loss on the sale of land, building, and improvements was approximately $3.5 million. The related note payable collateralized by the real estate was paid in full upon the sale.

In March 2013, GSE completed the asset sale of seven outdoor powersports magazine titles, two powersports shows, and two conferences to EPG Media, LLC for $0.6 million cash and the assumption of certain liabilities and assets, resulting in a gain of $1.8 million. The sale included prepaid assets of $0.5 million, accounts receivable of $0.1 million, and the assumption of subscription liabilities totaling $1.8 million. At the date of the sale, EPG Media, LLC was controlled by Mark Adams, the son of the Chairman of the Company's board of directors, Stephen Adams. The sale was unanimously approved by GSE's board of directors.

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Notes to Consolidated Financial Statements (Continued)

December 31, 2015

20. Disposition of Assets (Continued)

The loss and gains on these transactions are included in (gain) loss on sale of assets in the Consolidated Statements of Income.

21. Subsequent Events

Subsequent to December 2015, FreedomRoads acquired the assets of an RV dealership group comprised of four locations for an aggregate purchase price of approximately $58.9 million plus real property of $9.4 million. The purchase was funded through $22.6 million of borrowings under the Floor Plan Facility and the balance through a capital contribution provided by the net proceeds of the incremental debt issuance in December 2015 under the Company's Senior Secured Credit Facilities.

On April 4, 2016, the Company's board of directors approved a Profits Units redemption by Mr. Lemonis in the amount of 1,763 Profits Units for $17.0 million. The Company remitted the proceeds to Mr. Lemonis through, (i) a cash distribution in the amount of $13.0 million; and (ii) a $4.0 million note. The note bears interest at 3.0% per annum and has scheduled principal amortization of (a) $1.5 million plus all accrued and unpaid interest as of May 1, 2016, (b) $1.5 million plus all accrued and unpaid interest on June 1, 2016, and (c) all outstanding principal plus all accrued and unpaid interest on July 1, 2016. The note was paid in full in April 2016.

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CWGS Enterprises, LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands Except Unit Amounts)


		June 30, 2016			December 31, 2015			Pro Forma June 30, 2016

		(unaudited)						(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	39,066		$	92,025		$	63,137
Contracts in transit		65,918			21,892			65,918
Accounts receivable, less allowance for doubtful accounts of $4,828 and $5,119 in 2016 and 2015, respectively		59,760			56,356			59,760
Inventories, net		915,153			868,939			915,153
Prepaid expenses and other assets		25,986			18,861			25,986
Deferred tax asset		153			123			153

Total current assets		1,106,036			1,058,196			1,130,107
Property and equipment, net		131,004			149,725			131,004
Deferred tax asset		4,609			6,111			4,609
Intangibles assets, net		2,542			1,652			2,542
Goodwill		146,735			112,940			146,735
Other assets		16,568			15,394			16,568

Total assets	$	1,407,494		$	1,344,018		$	1,431,565



Liabilities and members' deficit
Current liabilities:
Accounts payable	$	107,591		$	56,789		$	107,591
Accrued liabilities		92,237			77,552			92,237
Deferred revenues and gains		65,818			63,616			65,818
Current portion of capital lease obligation		1,420			771			1,420
Current portion of long-term debt		39,422			52,089			46,922
Notes payable — floor plan		623,571			598,420			623,571
Other current liabilities		21,216			13,861			21,216

Total current liabilities		951,275			863,098			958,775
Capital lease obligations		1,347			751			1,347
Right to use liabilities		15,093			30,599			15,093
Long-term debt, net of current portion		656,020			673,304			780,160
Deferred revenues and gains		53,576			52,151			53,576
Other long-term liabilities		15,200			13,062			15,200

Total liabilities		1,692,511			1,632,965			1,824,151
Commitments and contingencies
Membership units, 153,796 authorized and 153,796 units issued, and 155,559 units authorized and 155,559 units issued as of June 30, 2016 and December 31, 2015, respectively		—			—			—
Members' deficit		(285,017	)		(288,947	)		(392,586	)

Total liabilities and members' deficit	$	1,407,494		$	1,344,018		$	1,431,565

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Income

(Unaudited)


		Six Months Ended June 30,

		2016			2015

		(In Thousands)
Revenue:
Consumer Services and Plans	$	90,426		$	86,845
Retail:
New vehicles		988,232			846,658
Used vehicles		396,174			408,120
Parts, services and other		298,883			273,627
Finance and insurance, net		120,392			99,637

Subtotal		1,803,681			1,628,042
Total revenue		1,894,107			1,714,887
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):
Consumer Services and Plans		39,118			40,792
Retail:
New vehicles		850,973			729,626
Used vehicles		321,234			329,996
Parts, services and other		156,261			144,220

Subtotal		1,328,468			1,203,842
Total costs applicable to revenue		1,367,586			1,244,634
Operating expenses:
Selling, general, and administrative		356,096			315,879
Depreciation and amortization		11,925			11,398
Gain on sale of assets		(248	)		(665	)

Total operating expenses		367,773			326,612

Income from operations		158,748			143,641
Other (income) expense:
Floor plan interest expense		(10,529	)		(6,381	)
Other interest expense, net		(25,325	)		(26,362	)
Other income (expense)		(2	)		—

		(35,856	)		(32,743	)

Income before income taxes		122,892			110,898
Income tax expense		(2,350	)		(2,208	)

Net income	$	120,542		$	108,690

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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CWGS Enterprises, LLC and Subsidiaries

Condensed Consolidated Statements of Members' Deficit

(Unaudited)


	Membership					Members'

	Units			Amounts		Deficit			Total

	(In Thousands Except Unit Amounts)
Balances at December 31, 2015	155,559			—	$	(288,947	)	$	(288,947	)
Net income	—			—		120,542			120,542
Membership units redeemed	(1,763	)		—		(16,940	)		(16,940	)
Non-cash distributions	—			—		(38,838	)		(38,838	)
Members' distributions	—			—		(60,834	)		(60,834	)

Balances at June 30, 2016	153,796		$	—	$	(285,017	)	$	(285,017	)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Six Months Ended June 30,

		2016			2015

		(In Thousands)

Operating activities
Net income	$	120,542		$	108,690
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		11,925			11,398
Stock based compensation		60			—
Gain on sale of assets		(248	)		(665	)
Provision for losses on accounts receivable		506			574
Accretion of original issue discount		606			486
Non-cash interest		2,498			2,470
Deferred tax expense		1,472			1,267
Change in assets and liabilities, net of acquisitions:
Receivables and contracts in transit		(48,284	)		(62,450	)
Inventories		(41,320	)		(66,966	)
Prepaid expenses and other assets		(8,164	)		(10,431	)
Checks in excess of bank balance		(7,478	)		6,853
Accounts payable and other accrued expenses		77,888			93,795
Accrued rent for cease-use locations		(148	)		(128	)
Deferred revenue and gains		3,627			2,924
Other, net		943			3,728

Net cash provided by operating activities		114,425			91,545
Investing activities
Purchases of property and equipment		(17,217	)		(21,114	)
Purchase of real property		(10,350	)		(39,272	)
Proceeds from the sale of real property		2,844			27,500
Purchases of retail businesses, net of cash acquired		(60,251	)		(125,238	)
Proceeds from sale of property and equipment		2,852			632
Purchase of intangible assets		—			(92	)

Net cash used in investing activities		(82,122	)		(157,584	)
Financing activities
Net borrowings on notes payable — floor plan		25,151			66,096
Borrowings on long-term debt		—			94,763
Borrowings on revolver		12,000			—
Payments on long-term debt		(31,885	)		(17,340	)
Payments of principal on capital lease obligations		(762	)		(365	)
Payments on revolver		(12,000	)		—
Payments of principal on right to use liabilities		(113	)		(777	)
Payment of debt issuance costs		—			(2,379	)
Members' distributions and member unit redemptions		(77,653	)		(151,256	)

Net cash used in financing activities		(85,262	)		(11,258	)

Decrease in cash and cash equivalents		(52,959	)		(77,297	)
Cash at beginning of period		92,025			110,710

Cash at end of period	$	39,066		$	33,413

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1: Summary of Significant Accounting Policies

Business and Basis of Presentation

The accompanying condensed consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries (the Company) have been prepared in accordance with the rules applicable to Form 10-Q and include all information and footnotes required for interim financial statement presentation, but do not include all disclosures required under accounting principles generally accepted in the United States (GAAP) for annual financial statements. In the opinion of management, the interim condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company's financial position and of the results of operations and cash flows for the periods presented.

CWGS Enterprises, LLC (CWGS, LLC) was formed in March 2011 when its then ultimate parent, AGI Holding Corp, indirectly contributed all of the membership interest of Affinity Group Holding, LLC (AGH) and FreedomRoads Holding Company (FreedomRoads), to CWGS Holding, LLC, CWGS, LLC's immediate parent, which in turn, contributed the interest of AGH and FreedomRoads to CWGS, LLC. All material intercompany transactions and balances of the Company have been eliminated in consolidation.

These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015 included in the Company's Prospectus on Form S-1. The results of operations for the interim period shown in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year.

The Company does not have any components of other comprehensive income recorded within the consolidated financial statements, and, therefore, do not separately present a statement of comprehensive income in our consolidated financial statements.

The unaudited pro forma balance sheet presentation as of June 30, 2016 reflects special distributions of $5.8 million and $1.8 million paid on July 5, 2016 and September 7, 2016, respectively, as if such special distributions were declared and paid on June 30, 2016 and additional borrowings of $135.0 million on September 21, 2016 under the Term Loan Facility, the declaration and payment of a distribution on September 21, 2016 totaling $100.0 million, and deferred financing fees and original issue discount of $2.7 million and $0.7 million, respectively. See Note 13 — Subsequent Event for additional information.

Description of the Business

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 1: Summary of Significant Accounting Policies (Continued)

finance and insurance. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and camping enthusiasts.

At June 30, 2016, the Company operated 120 Camping World retail locations, of which 103 locations sell new and used RVs, and offer financing, and other ancillary services, protection plans, and products for the RV purchaser.

Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ASU 2016-02, Leases (Topic 842). The amendments in this update require, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-to-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We expect to adopt the amendments in the first quarter of 2019 and are currently evaluating the impacts of the amendments to our financial statements and accounting practices for leases.

In September 2015, the FASB issued ASU update No. 2015-16, Simplifying the Accounting for Measurement Period Adjustments in Business Combinations (ASU 2015-16) which eliminates the requirement for an acquirer in a business combination to account for measurement period adjustments retrospectively. Instead, an acquirer will recognize a measurement period adjustment during the period which it determines the amount of the adjustment. This pronouncement is effective for fiscal years beginning after December 15, 2015. The adoption did not have a material impact on our consolidated financial position, results of operations or cash flows.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (ASU 2015-11). Under ASU 2015-11, entities should measure inventory that is not measured using

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 1: Summary of Significant Accounting Policies (Continued)

last-in, first-out (LIFO) or the retail inventory method, including inventory that is measured using first-in, first-out (FIFO) or average cost, at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 and is to be applied prospectively. The adoption of ASU 2015-11 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). ASU 2014-09 supersedes the existing revenue recognition guidance and clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that the entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued an update to ASU 2014-09 deferring the effective date for public entities, on a retrospective basis, to annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period for a public company. Early adoption is permitted, subject to certain conditions. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial statements.

Note 2: Inventories, Net and Floor Plan Payable

Inventories consisted of the following (in thousands):


		June 30, 2016		December 31, 2015

New RV vehicles	$	722,059	$	620,499
Used RV vehicles		98,208		164,381
Parts, accessories and miscellaneous		94,886		84,059

	$	915,153	$	868,939

New and used vehicles are primarily financed by floor plan arrangements through a syndication of banks. The floor plan notes are collateralized by substantially all of the assets of FreedomRoads, LLC (FR), a wholly owned subsidiary of FreedomRoads, which operates the Camping World dealerships, and bear interest at one month London Interbank Offered Rate (LIBOR) plus 2.40% for the six months ended June 30, 2016 and the year ended December 31, 2015. LIBOR was 0.46% at June 30, 2016 and 0.36% as of December 31, 2015. Principal is due upon the sale of the related vehicle.

At June 30, 2016 and December 31, 2015, the principal amount outstanding under the Floor Plan Facility was $623.6 million and $598.4 million, respectively. Outstanding letters of credit under the Floor Plan Facility was $7.3 million at both June 30, 2016 and December 31, 2015. Floor plan interest expense for the six months ended June 30, 2016 and June 30, 2015 was $10.5 million and $6.4 million, respectively.

On July 1, 2016, FR entered into Amendment No. 1 to the Sixth Amended and Restated Credit Agreement for the Floor Plan Facility to, increase the available amount under the Floor Plan Facility from $880.0 million to $1.18 billion, amend the applicable borrowing rate margin on LIBOR and

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 2: Inventories, Net and Floor Plan Payable (Continued)

Base Rate Loans ranging from 2.05% to 2.50% and 0.55% and 1.00%, respectively, based on the consolidated current ratio at FR, and extend the maturity date to June 30, 2019. The letter of credit commitment within the Floor Plan Facility remained at $15.0 million.

The credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at June 30, 2016 and December 31, 2015.

Note 3: Goodwill and Intangible Assets

Goodwill

The following is a summary of changes in the Company's goodwill by business line for the six months ended June 30, 2016 (in thousands):


		Consumer Services and Plans		Retail		Consolidated

Balance as of December 31, 2015	$	49,944	$	62,996	$	112,940
Goodwill related to acquisitions		—		33,795		33,795

Balance as of June 30, 2016	$	49,944	$	96,791	$	146,735

The Company evaluates goodwill for impairment on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company's goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to perform the first step of a two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company is required to perform the second step of the two-step goodwill impairment test to measure the amount of the impairment loss based on qualitative assessments.

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at June 30, 2016 and December 31, 2015 (in thousands):


		June 30, 2016			December 31, 2015

Gross membership and customer lists	$	8,061		$	6,712
Less: accumulated amortization		(5,519	)		(5,060	)

Intangible assets, net	$	2,542		$	1,652

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 4: Long-term Debt

Long-term debt consists of the following:


		June 30, 2016			December 31, 2015

Term Loan Facility ⁽¹⁾	$	695,442		$	725,393
Less: current portion		(39,422	)		(52,089	)

	$	656,020		$	673,304

(1): Net of $4.3 million and $4.9 million original issue discount at June 30, 2016 and December 31, 2015, respectively, and $9.8 million and $11.1 million of finance costs at June 30, 2016 and December 31, 2015, respectively.

CWGS Credit Facility

On November 20, 2013, CWGS Group, LLC, a wholly owned subsidiary of CWGS, LLC, entered into a $545.0 million senior secured credit facility (Senior Secured Credit Facilities) consisting of a $525.0 million term loan facility (Term Loan Facility), at an original issue discount of $5.3 million or 1.00%, and a $20.0 million revolving credit facility (Revolving Credit Facility). In December 2014 and December 2015, CWGS Group, LLC secured an additional $117.0 million and $55.0 million, respectively, of term loan borrowings under the Senior Secured Credit Facilities for which the proceeds were primarily used to purchase dealerships within FreedomRoads. In June 2015, CWGS Group, LLC secured an additional $95.0 million of term loan borrowings under the Senior Secured Credit Facilities for which the proceeds were primarily used to pay distributions to the CWGS, LLC members. Interest on the Term Loan Facility floats at the Company's option at a) LIBOR, subject to a 1.00% floor, plus an applicable margin of 4.75%, or b) an Alternate Base Rate (ABR) equal to 3.75% per annum plus the greater of the Prime Rate, Federal Funds Effective Rate plus ¹ / 2 of 1.00%, LIBOR, or 2.00%. Interest on borrowings under the Revolving Credit Facility is at the Company's option of a) 4.25% to 4.50% per annum subject to a 1.00% floor in the case of a Eurocurrency loan, or b) 3.25% to3.50% per annum plus the greater of the Prime Rate, Federal Funds Effective Rate plus ¹ / 2 of 1.00%, LIBOR, or 2.00% in the case of an ABR loan, based on the Company's ratio of net debt to consolidated earnings as defined in the Senior Secured Credit Facilities. The Company also pays a commitment fee of 0.5% per annum on the unused amount of the Revolving Credit Facility. Reborrowings under the Term Loan Facility are not permitted. The quarterly scheduled principal prepayments on the term loan borrowings are $9.9 million. CWGS Group, LLC is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow, as defined in the Senior Secured Credit Facilities, for such fiscal year. The required percentage prepayment of excess cash flow is reduced to 25% if the total leverage ratio, as defined, is 2.00 to 1.00 or greater but less than 2.50 to 1.00. If the total leverage ratio is less than 2.00 to 1.00, no prepayment of excess cash flow is required. As of December 31, 2015, CWGS Group, LLC's excess cash flow offer, as defined, was $16.1 million and was presented to the term loan holders. The holders accepted $12.0 million of the prepayment offer and a principal payment in that amount was made on May 9, 2016.

The Revolving Credit Facility matures on November 20, 2018, and the Term Loan Facility matures on February 20, 2020. The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $10.0 million may be allocated to

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 4: Long-term Debt (Continued)

such letters of credit. As of June 30, 2016, the interest rate on the term debt was 5.75%, and permitted borrowings under the undrawn revolving credit facility were $20.0 million. As of June 30, 2016, the Company had available borrowings of $16.3 million and letters of credit in the aggregate amount of $3.7 million outstanding under the Revolving Credit Facility. As of June 30, 2016, $705.3 million was outstanding under the Term Loan Facility and no amounts were outstanding on the Revolving Credit Facility.

CWGS, LLC and CWGS Group, LLC have no revenue-generating operations of their own. Their ability to meet the financial obligations associated with the Senior Secured Credit Facilities is dependent on the earnings and cash flows of its operating subsidiaries, primarily GSE and FR, and their ability to upstream dividends. The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company's existing and future domestic restricted subsidiaries with the exception of FR and its subsidiaries. The Senior Secured Credit Facilities contain certain restrictive covenants including, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the prepayment of dividends subject to certain limitations and minimum operating covenants. The Company was in compliance with all debt covenants at June 30, 2016.

Note 5: Right to Use Liabilities

The Company leases operating facilities throughout the United States. The Company analyzes all leases in accordance with Accounting Standards Codification (ASC) 840 — Leases . In the first six months of 2016, two leases were accounted for as operating leases after the completion of construction as they qualified for asset derecognition under the sale-leaseback accounting rules. This derecognition resulted in the removal of $15.4 million of right to use assets, and $15.4 million of right to use liabilities.

The Company has included the right to use assets in property and equipment, net, as follows (in thousands):


		June 30, 2016			December 31, 2015

Right to use assets	$	15,592		$	31,757
Accumulated depreciation		(869	)		(1,457	)

Right to use assets, net	$	14,723		$	30,300

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 5. Right to Use Liabilities (Continued)

The following is a schedule by year of the future changes in the right to use liabilities as of June 30, 2016 (in thousands):


2016	$	490
2017		872
2018		583
2019		486
2020		486
Thereafter ⁽¹⁾		18,964

Total minimum lease payments		21,881
Amounts representing interest		(6,788	)

Present value of net minimum right to use liabilities payments	$	15,093

(1): Includes $9.6 million of scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months rent.

Note 6: Fair Value Measurements

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of judgment.

Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:


Level 1		Quoted prices in active markets for identical assets or liabilities
Level 2		Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

The following methods and assumptions were used by us in estimating fair value disclosures for financial instruments:

Cash equivalents, accounts receivable, other assets, Notes Payable-floor plan, accounts payable, other current liabilities : The amounts reported in the accompanying Unaudited

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 6: Fair Value Measurements (Continued)

Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature.

Fixed rate debt: Our fixed rate debt consists of amounts outstanding under our Term Loan Facility. We estimate the fair value of our senior unsecured notes using quoted prices for the identical liability (Level 1). A summary of the aggregate carrying value and fair value of our fixed rate debt is as follows:


	Fair Value		6/30/2016				12/31/2015

($ in thousands)	Measurement		Carrying Value		Fair Value		Carrying Value		Fair Value

Term Loan Facility	Level 1	$	695,442	$	707,825	$	725,393	$	731,288

Non-financial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized or for a business combination.

Note 7: Commitments and Contingencies

The Company is obligated under various real estate operating leases for retail locations, distribution centers and office space, expiring in various years through February 2036.

On April 25, 2016 and May 1, 2016, Camping World entered into sponsorship agreements. The sponsorship agreements expire on January 1, 2025 and October 1, 2019, respectively. The aggregate sponsorship fees payable for each fiscal year are as follows as of June 30, 2016 (in thousands):


2016	$	1,000
2017		1,200
2018		2,500
2019		2,600
2020		1,300
Thereafter		5,700

	$	14,300

From time to time, the Company is involved in litigation arising in the normal course of business operations. The Company does not believe it is involved in any litigation that requires disclosure or will have a material adverse effect on its results of operations or financial position.

Note 8: Statement of Cash Flows

Supplemental disclosures of cash flow information for the six months ended June 30 (in thousands):


		Six Months Ended June 30,

		2016		2015

Cash paid during the period for:
Interest	$	33,833	$	28,903
Income taxes		880		590

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 8: Statement of Cash Flows (Continued)

2016:

In June 2016, the Company assigned its equity interest in AutoMatch USA, LLC, an indirect wholly-owned subsidiary of the Company, in the form of a $38.8 million non-cash distribution (See Note 11 — AutoMatch Distribution). Included in the non-cash distribution were contracts in transit of $1.0 million, accounts receivable of $0.3 million, inventories of $20.3 million, property and equipment of $17.1 million, prepaid expenses and other assets of $0.1 million.

In January 2016, the Company acquired equipment through third party capital lease arrangements totaling $2.0 million.

In the first quarter of 2016, the Company derecognized $15.4 million of fixed assets and right to use liabilities for two leases that qualified as operating leases after completion of construction in 2016.

In January 2016, FreedomRoads acquired the assets of an RV dealership group comprised of four locations for an aggregate purchase price of approximately $58.9 million plus real property of $9.5 million (see Note 9 — Acquisitions). The purchase was funded through $22.6 million of borrowings under the Floor Plan Facility and the balance through a capital contribution provided by the net proceeds of the incremental debt issuance in December 2015 under the Company's Senior Secured Credit Facilities.

In January 2016, Camping World acquired the assets of a wholesale parts dealer for $1.4 million, comprised of inventory of $1.2 million, intangible assets of $1.3 million, receivables of $1.0 million, prepaid expenses of $0.1 million and accrued liabilities of $2.2 million.

2015:

Certain real estate lease agreements were capitalized in accordance with ASC 840 — Leases . The value of the real property, other than land of $15.3 million, was capitalized as a right to use asset with a corresponding $15.3 million included as a right to use liabilities.

Note 9: Acquisitions

In the first quarter of 2016 and 2015, a subsidiary of the Company acquired the assets or stock of multiple dealership locations. The Company used its working capital, a combination of cash and floor plan financing and member's capital contributions to complete the acquisitions. The acquired businesses were recorded at their preliminary estimated fair values under the purchase method of accounting. The balance of the purchase prices in excess of fair value of the assets acquired and liabilities assumed was recorded as goodwill.

In 2016, concurrent with the acquisition of dealership businesses, the Company purchased real properties for $9.5 million from related parties of the sellers. In February and March 2016, the Company sold other real properties to a third party in sale-leaseback transactions for $1.2 million. In 2015, the Company purchased real property of $32.6 million related to the acquisition of dealership assets. In March 2015, the Company sold other real properties to a third party in sale-leaseback transactions for $17.5 million.

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 9: Acquisitions (Continued)

A summary of the purchase price allocations for the acquisitions consists of the following:


		Six Months Ended June 30,

($ in thousands)		2016			2015

Assets (liabilities) acquired (assumed) at fair value:
Accounts receivable	$	944		$	—
Inventory		25,663			76,351
Property and equipment		635			827
Intangible assets		1,349			—
Goodwill		33,795			49,378
Other assets		142			31
Accrued liabilities		(2,277	)		(1,349	)

Purchase price		60,251			125,238
Inventory purchases financed via floor plan		(22,265	)		(59,794	)

Cash payment net of holdback and floor plan financing	$	37,986		$	65,444

Included in the six months ended June 30, 2016 and 2015 Consolidated Financial results were $157.5 million and $106.9 million of revenue, respectively, and $3.1 million and $3.8 million of pre-tax income, respectively, of the acquired dealerships from the applicable acquisition dates.

Note 10: Member Unit Redemption

Note 11: Automatch Distribution

On June 13, 2016, the board of directors of CWGS, LLC declared a $42.7 million distribution comprising of (i) the assignment of its equity interest in AutoMatch USA, LLC ("AutoMatch"), an indirect wholly-owned subsidiary of CWGS, LLC, to CWGS Holding, LLC and CVRV Acquisition LLC, each a member of CWGS, LLC, in the form of a $38.8 million non-cash distribution, and (ii) a $3.8 million cash distribution to the Profits Units of which $3.6 million was paid on June 17, 2016 and the balance is anticipated to be paid in the third quarter of 2016. In connection with the AutoMatch distribution, AutoMatch and FreedomRoads, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, entered into a Transition Service Agreement whereby, for a period of up to one hundred twenty days following the distribution of AutoMatch, FreedomRoads, LLC will continue to provide administrative, employee and operational support to AutoMatch in the same manner as provided prior to such distribution and AutoMatch will be operated and managed by employees of FreedomRoads, LLC, in exchange for reimbursement by AutoMatch of all expenses incurred by FreedomRoads, LLC in connection therewith.

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CWGS Enterprises, LLC and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 12: Segments Information

We have two reportable segments: (1) Consumer Services and Plans, and (2) Retail. Our Consumer Services and Plans segment is comprised of emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; membership clubs; and publications and directories. Our Retail segment is comprised of new vehicles; used vehicles; parts and service; and finance and insurance. Corporate and other is comprised of the corporate operations of the Company.

Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, total assets, and capital expenditures are as follows (in thousands):


		Six Months Ended June 30,

		2016		2015

Revenue:
Consumer Services and Plans	$	90,426	$	86,845
Retail		1,803,681		1,628,042

Total consolidated revenue	$	1,894,107	$	1,714,887


		Six Months Ended June 30,

		2016			2015

Segment income:
Consumer Services and Plans	$	44,101		$	40,266
Retail		117,452			109,756

Total segment income		161,553			150,022
Corporate and other selling, general and administrative expense		(1,409	)		(1,364	)
Depreciation and amortization		(11,925	)		(11,398	)
Other interest expense, net		(25,325	)		(26,362	)
Other income (expense)		(2	)		—

Income from operations before income taxes	$	122,892		$	110,898


		Six Months Ended June 30,

		2016		2015

Depreciation and amortization:
Consumer Services and Plans	$	1,851	$	1,789
Retail		10,074		9,609

Total depreciation and amortization	$	11,925	$	11,398

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Note 12: Segments Information (Continued)


		Six Months Ended June 30,

		2016		2015

Other interest expense, net:
Consumer Services and Plans	$	8	$	19
Retail		2,768		7,103

Total		2,776		7,122
Corporate and other		22,549		19,240

Total other interest expense, net	$	25,325	$	26,362


		As of June 30,

		2016		2015

Assets:
Consumer Services and Plans	$	124,157	$	116,818
Retail		1,279,727		1,295,843

Total		1,403,884		1,412,661
Corporate and other		3,610		509

Total assets	$	1,407,494	$	1,413,170


		Six Months Ended June 30,

		2016		2015

Capital expenditures:
Consumer Services and Plans	$	1,506	$	1,704
Retail		15,711		19,410

Total capital expenditures	$	17,217	$	21,114

Note 13: Subsequent Event

On July 1, 2016, FR entered into Amendment No. 1 to Sixth Amended and Restated Credit Agreement for the Floor Plan Facility (See Note 2 — Inventories, Net and Floor Plan Payable).

On September 21, 2016, the Company amended the Senior Secured Credit Facilities to, among other things, amend the change of control definition and other technical changes to facilitate its transition to a public company, provide additional borrowings of $135.0 million under the Term Loan Facility, increasing the Term Loan Facility from $695.4 million to $827.1 million, net of original issue discount and finance costs totaling $3.4 million, and to permit a distribution of a portion of the proceeds to the members of CWGS, LLC. The net proceeds were used to fund a $100.0 million cash distribution to the members of CWGS, LLC on September 21, 2016, and provide $31.6 million for general corporate purposes, including the potential acquisition of dealerships.

On July 5, 2016 and September 7, 2016, the Company paid special distributions of $5.8 million and $1.8 million, respectively.

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11,363,636 Shares

Camping World Holdings, Inc.

Class A Common Stock

Goldman, Sachs & Co.
J.P. Morgan
BofA Merrill Lynch
Credit Suisse
Baird
KeyBanc Capital Markets
Wells Fargo Securities
Stephens Inc.

Through and including , 2016 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other expenses of issuance and distribution.

The following table sets forth all fees and expenses, other than the underwriting discounts and commissions payable solely by Camping World Holdings, Inc. in connection with the offer and sale of the securities being registered. All amounts shown are estimated except for the SEC registration fee, the Financial Industry Regulatory Authority, Inc. ("FINRA") filing fee and the exchange listing fee.


		Amount to be paid

SEC registration fee	$	30,267
FINRA filing fee		45,585
Exchange listing fee		250,000
Accounting fees and expenses		3,518,993
Legal fees and expenses		2,044,881
Printing expenses		340,725
Transfer agent and registrar fees		10,000
Blue sky fees and expenses		25,000
Miscellaneous expenses		534,549

Total	$	6,800,000

Item 14. Indemnification of directors and officers.

Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides that no director of Camping World Holdings, Inc. shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such

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person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Upon consummation of this offering, our amended and restated certificate of incorporation and bylaws will provide indemnification for our directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware. We will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an "Indemnitee"), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our amended and restated certificate of incorporation and bylaws will provide that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys' fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

Prior to the consummation of this offering, we intend to enter into separate indemnification agreements with each of our directors and certain officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our amended and restated certificate of incorporation and bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for the reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our amended and restated certificate of incorporation and bylaws.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of Class A common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended (the "Securities Act") against certain liabilities.

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Item 15. Recent sales of unregistered securities.

On March 8, 2016, Camping World Holdings, Inc. agreed to issue 100 shares of common stock, par value $0.01 per share, which will be redeemed upon the consummation of this offering, to an officer of Camping World Holdings, Inc. in exchange for $100.00. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving any public offering.

In connection with the recapitalization transactions described in the accompanying prospectus, Camping World Holdings, Inc. will issue (i) 7,063,716 shares of Class A common stock to funds controlled by Crestview Partners II GP, L.P. in exchange for their indirect ownership interests in CWGS Enterprises, LLC, (ii) 62,002,729 shares of Class B common stock to funds controlled by Crestview Partners II GP, L.P. and CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC and (iii) one share of Class C common stock to ML RV Group, LLC. The shares of Class A common stock, the shares of Class B common stock and the one share of Class C common stock described above will be issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act on the basis that the transaction will not involve a public offering. No underwriters will be involved in the transaction.

Item 16. Exhibits and financial statements.

(a) Exhibits

The exhibit index attached hereto is incorporated herein by reference.

(b) Financial Statement Schedules

All schedules have been omitted because the information required to be set forth in the schedules is either not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Camping World Holdings, Inc. pursuant to the foregoing provisions, or otherwise, Camping World Holdings, Inc. has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Camping World Holdings, Inc. of expenses incurred or paid by a director, officer or controlling person of Camping World Holdings, Inc. in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Camping World Holdings, Inc. will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by Camping World Holdings, Inc.

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pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d) The undersigned registrant hereby further undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(2) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(3) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(4) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, Camping World Holdings, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lincolnshire, Illinois on September 26, 2016.


		Camping World Holdings, Inc.
		By:		/s/ MARCUS A. LEMONIS
				Marcus A. Lemonis Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities set forth opposite their names and on the date indicated above.


Signature		Title	Date


/s/ MARCUS A. LEMONIS Marcus A. Lemonis		Chairman, Chief Executive Officer and Director (Principal Executive Officer)	September 26, 2016
/s/ THOMAS F. WOLFE Thomas F. Wolfe		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 26, 2016
* Stephen Adams		Director	September 26, 2016
* Andris A. Baltins		Director	September 26, 2016
* Brian P. Cassidy		Director	September 26, 2016
* Jeffrey A. Marcus		Director	September 26, 2016
* K. Dillon Schickli		Director	September 26, 2016
*By:	/s/ MARCUS A. LEMONIS Marcus A. Lemonis Attorney-in-fact

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INDEX TO EXHIBITS


Exhibit No.

1.1		Form of Underwriting Agreement.
3.1	**	Certificate of Incorporation of CWGS, Inc. as in effect prior to the consummation of this offering.
3.2	**	Certificate of Amendment of Certificate of CWGS, Inc., as in effect prior to the consummation of this offering.
3.3		Form of Amended and Restated Certificate of Incorporation of Camping World Holdings, Inc., to be in effect upon the consummation of this offering.
3.4	**	Bylaws of CWGS, Inc. as in effect prior to the consummation of this offering.
3.5	**	Form of Amended and Restated Bylaws of Camping World Holdings, Inc. to be in effect upon the consummation of this offering.
4.1	**	Specimen Stock Certificate evidencing the shares of Class A common stock.
5.1		Opinion of Latham & Watkins LLP.
10.1		Form of Tax Receivable Agreement, to be effective upon the consummation of this offering.
10.2	**	Form of Voting Agreement, to be effective upon the consummation of this offering.
10.3		Form of Amended and Restated LLC Agreement of CWGS Enterprises, LLC, to be effective upon the consummation of this offering.
10.4	**	Form of Registration Rights Agreement.
10.5	**	Credit Agreement, dated November 20, 2013, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, certain of CWGS Enterprises, LLC's existing and future domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.
10.6	**	First Amendment to Credit Agreement, dated December 1, 2014, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, certain of CWGS Enterprises, LLC's existing and future domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.
10.7	**	Second Amendment to Credit Agreement, dated June 2, 2015, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, certain of CWGS Enterprises, LLC's existing and future domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.
10.8	**	Third Amendment to Credit Agreement, dated December 17, 2015, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, certain of CWGS Enterprises, LLC's existing and future domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.
10.9	**	Sixth Amended and Restated Credit Agreement, dated August 12, 2015, by and among FreedomRoads, LLC, as the borrower, certain of FreedomRoads, LLC's subsidiaries from time to time, the lenders party thereto and Bank of America, N.A., as administrative agent and letter of credit issuer.

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Exhibit No.

10.10	**	Amendment No. 1 to Sixth Amended and Restated Credit Agreement, dated July 1, 2016, by and among FreedomRoads, LLC, as the borrower, certain of FreedomRoads, LLC's subsidiaries from time to time, the lenders party thereto and Bank of America, N.A., as administrative agent and letter of credit issuer.
10.11	**†	Amended and Restated Employment Agreement, dated November 2011, by and between CWGS Enterprises, LLC, FreedomRoads, LLC and Marcus Lemonis.
10.12	**†	Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc. and Marcus A. Lemonis.
10.13	**†	Employment Agreement, dated January 1, 2013, by and between Good Sam Enterprises, LLC and Thomas F. Wolfe.
10.14	**†	First Amendment to Employment Agreement, dated February 16, 2015, by and between Good Sam Enterprises, LLC and Thomas F. Wolfe.
10.15	**†	Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc. and Thomas F. Wolfe.
10.16	**†	Employment Agreement, dated December 1, 2012, by and between FreedomRoads, LLC and Roger Nuttall.
10.17	**†	Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc. and Roger Nuttall.
10.18	**†	Employment Agreement, dated January 1, 2010, by and between FreedomRoads, LLC, CWI, Inc. and Brent Moody.
10.19	**†	First Amendment to Employment Agreement, dated January 1, 2011, by and between FreedomRoads, LLC, CWI, Inc. and Brent Moody.
10.20	**†	Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc. and Brent Moody.
10.21	**†	Employment Agreement, dated December 1, 2012, by and between Good Sam Enterprises, LLC and Mark Boggess.
10.22	**†	CWGS Enterprises, LLC Equity Incentive Plan, as in effect prior to the consummation of this offering.
10.23	†	Camping World Holdings, Inc. 2016 Incentive Award Plan.
10.24	**†	Camping World Holdings, Inc. 2016 Senior Executive Bonus Plan.
10.25	**†	Camping World Holdings, Inc. Non-Employee Director Compensation Policy.
10.26	**†	Camping World Holdings, Inc. Director Stock Ownership Guidelines.
10.27	**†	Camping World Holdings, Inc. Executive Stock Ownership Guidelines.
10.28	**†	Form of Employee Stock Option Agreement.
10.29	**†	Form of Employee Restricted Stock Unit Agreement.
10.30	**†	Form of Director Restricted Stock Unit Agreement.
10.31		Form of Indemnification Agreement.
10.32		Fourth Amendment to Credit Agreement, dated September 21, 2016, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, certain of CWGS Enterprises, LLC's existing and future domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.
21.1		List of Subsidiaries of Camping World Holdings, Inc.
23.1		Consent of Independent Registered Public Accounting Firm.

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Exhibit No.

23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1	**	Power of Attorney.

*: To be filed by amendment.
**: Previously filed.
†: Indicates a management contract or compensatory plan or arrangement.

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Exhibit 1.1

Camping World Holdings, Inc.

Class A Common Stock

Underwriting Agreement

[ · ] , 2016

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

As representatives of the several Underwriters

named in Schedule I hereto (the “Representatives”),

c/o Goldman, Sachs & Co.

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 herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ · ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ · ] additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.01 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

In connection with the offering contemplated by this agreement, the “Transactions” (as such term is defined in the Registration Statement and the Pricing Disclosure Package (each as defined below) under the section “Our Organizational Structure”) were or will be effected, pursuant to which the Company will become 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) A registration statement on Form S—1 (File No. 333-211977) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the

offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and 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 information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(c) For the purposes of this Agreement, the “Applicable Time” is [ · ]:[ · ] [a/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 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 listed on Schedule II(a) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did 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 reliance upon

and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(d) No 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(b) hereto.

(e) The Registration Statement conforms at the time it was declared 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 and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, 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 information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(f) None of the CWGS Parties has sustained since the date of the latest audited financial statements included in the Pricing Prospectus 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, 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 any change in the capital stock or long-term debt of the CWGS Parties or any material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, financial position, stockholders’ equity or results of operations of the CWGS Parties, taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus (any such change or event, a “Material Adverse Effect”);

(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 Disclosure Package 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 material 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 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;

(k) The Company has an authorized capitalization as set forth in the Pricing Disclosure Package and the 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 Pricing Disclosure Package, 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 Shares to be issued and sold by the Company have been duly and validly authorized and, when issued 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;

(m) The issue and sale of the Shares to be sold by the Company, the consummation of the transactions described in the Pricing Prospectus and the Prospectus and the compliance by the Company and CWGS, LLC with this Agreement and the consummation of the transactions herein contemplated (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 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 the sale of the Shares or the consummation by the CWGS Parties of the transactions contemplated by this Agreement,

except for the registration under the Act of the Shares, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements 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 Shares by the Underwriters or (ii) will have been obtained or made on or prior to the closing of the offering;

(n) The statements set forth in the Pricing Prospectus and the 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 Consideration for Non-U.S. Holders of Class A Common Stock”, under the caption “Our Organizational Structure,” and under the caption “Certain Relationships and Related Party Transactions”, 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;

(o) 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, or (ii) in default in the performance or observance of any material 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 clause (ii) above for such defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(p) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which any of the CWGS Parties is a party or of which any property of any of the CWGS Parties is the subject which, if determined adversely to any of the CWGS Parties, 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 by governmental authorities or threatened by others;

(q) The Company is not, and, after giving effect to the offering and sale of the Shares 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) Ernst & Young LLP, who have certified certain financial statements of the Company, CWGS, LLC and their respective subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(s) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that has been designed to comply with the requirements of the Exchange Act and 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. The Company is not aware of any material weaknesses in its internal control over financial reporting;

(t) Since the date of the latest audited financial statements included 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;

(u) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that will comply with the requirements of the Exchange Act within the time period required and 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;

(v) This Agreement has been duly authorized, executed and delivered by the Company and CWGS, LLC;

(w) 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;

(x) 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;

(y) 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 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;

(z) 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;

(aa) (i) 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;

(bb) None of the CWGS Parties nor, to the knowledge of the Company or CWGS, LLC, any director, officer, agent, employee, controlled affiliate or other person acting on behalf of the CWGS Parties has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; (iv) violated or is in violation of any provision of the Bribery Act 2010 of the United Kingdom; or (v) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;

(cc) The operations of the CWGS Parties are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the CWGS Parties (collectively, the “Money Laundering Laws”), except for noncompliance that could not reasonably be expected to result in a material liability to the CWGS Parties, taken as a whole, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the CWGS Parties with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or CWGS, LLC, threatened;

(dd) None of the CWGS Parties or, to the knowledge of the Company of CWGS, LLC, any director, officer, agent, employee or controlled affiliate of the CWGS Parties is 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 other relevant sanctions authority (collectively, “Sanctions”), 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 any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject 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;

(ee) Any third party statistical and market-related data included in the Registration Statement, a Pricing Prospectus or the Pricing Disclosure Package are based on or derived from sources that the Company believes to be reliable and accurate;

(ff) 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;

(gg) 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 Shares;

(hh) 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 or the issuance and sale of the Shares by the Company hereunder;

(ii) The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares;

(jj) 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, to the extent compliance is required as of the date of the Agreement;

(kk) 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); and

(ll) At the time of filing the Initial 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 Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Act.

2. Subject to the terms and conditions herein set forth, (a) the Company agrees to 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 $[ · ], the number of Firm Shares 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 Shares as provided below, the Company agrees to 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, that portion of the number of Optional Shares 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 Shares by a fraction, the numerator of which is the maximum number of Optional Shares 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 Shares 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 [ · ] Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares 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 the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

3. Upon the authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. The Company hereby confirms its engagement of J.P. Morgan Securities LLC as, and J.P. Morgan Securities LLC hereby confirms its agreement with the Company to render services as a, “qualified independent underwriter” within the meaning of FINRA Rule 5121 with respect to the offering and sale of the Shares.

4. (a) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight 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[s] specified by the Company to the Representatives at least forty-eight hours in advance. The Company will cause the certificates representing the Shares 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 Shares, 9:30 a.m., New York time, on [ · ], 2016 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by the Representatives in each written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, 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 Shares is herein called the “First Time of Delivery”, each such time and date for delivery of the Optional Shares, 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 Shares and any additional

documents requested by the Underwriters pursuant to Section 8(k) 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 Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at [5:30] 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 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 not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement 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 material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; 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 Shares, of the suspension of the qualification of the Shares 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;

(b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as the Representatives 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 Shares, 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;

(c) Prior to 10:00 a.m., New York City time, on the second New York Business Day following 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 the Representatives 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 Shares 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 in order to comply with the Act, to notify you and upon your request 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 Shares 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;

(d) 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);

(e) (i) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Company Lock-Up Period”), not to (A) 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 Shares, 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 (B) 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 (A) or (B) above is to be settled by delivery of Stock or such other securities, in cash or otherwise (other than the Shares to be sold hereunder or any Shares sold 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 prior written consent of the Representatives; provided , however , that the restrictions in the foregoing sentence shall not apply to (a) the Shares to be sold hereunder; (b) Shares 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 Shares issuable under any employee performance incentive plan adopted and approved by the Company’s

board of directors ; and (e) the issuance of up to 10% of the outstanding shares of Stock 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;

(ii) If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(i) hereof, for an officer or director of the Company, and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Annex II hereto through a major news service at least two business days before the effective date of the release or waiver;

(f) For so long as the Company is subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, to furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided that, no reports, documents or other information need to be furnished pursuant to this Section 5(f) to the extent they are available on EDGAR;

(g) During a period of three years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to you copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission); provided , however , that any report, communication or financial statement that is furnished or filed by the Company and publicly available on the Commission’s EDGAR system shall be deemed to have been furnished to you at the same timed furnished or filed with the Commission;

(h) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(i) To use its best efforts to list for trading, subject to official notice of issuance, the Shares on the New York Stock Exchange (the “Exchange”);

(j) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

(k) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration

Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures (16 CFR 202.3a); and

(l) 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 Shares (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 Shares 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 Shares that would constitute a free writing prospectus; 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; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show; and

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus 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 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 information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

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 Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, 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 Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) 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 Shares 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 FINRA of the terms of the sale of the Shares; provided , that the reasonable fees of counsel for the Underwriters relating to subclauses (iii) and (v) of this Section 7 shall not exceed $40,000 in the aggregate; (vi) the cost of preparing stock certificates, if applicable; (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 7 and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares 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 Shares 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 such Time of Delivery, true and correct, the condition that the Company shall have performed all of its and their 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 filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission no stop order suspending or preventing the use of the 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 the Representatives such written opinion or opinions, dated such Time of Delivery, in form and substance satisfactory to you, with respect to such matters as the Representatives may reasonably request;

(c) Latham & Watkins LLP, counsel for the Company, shall have furnished to the Representatives their written opinions (a form of such opinions is attached as Annex I hereto), 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 each Time of Delivery, Ernst & Young 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 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, otherwise than as set forth or contemplated in 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 any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the CWGS Parties, otherwise than as set forth or contemplated in the Pricing 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 Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing 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 New York Stock Exchange or the NASDAQ National Market System; (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 Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(g) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to official notice of issuance, on the Exchange;

(h) The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each stockholder of the Company listed on Schedule III hereto, substantially to the effect set forth in Annex III hereto in form and substance satisfactory to you;

(i) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the second New York Business Day following the date of this Agreement; 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 satisfactory to you as to the accuracy of the representations and warranties of the Company and CWGS, LLC herein at and as of such Time of Delivery, as to the performance by the Company and CWGS, LLC of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery, as to such other 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, as applicable.

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, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act 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 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, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.

The Company and CWGS, LLC, jointly and severally, also agree to indemnify and hold harmless J.P. Morgan Securities LLC, its affiliates, directors and officers and each person, if any, who controls J.P. Morgan Securities LLC within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, J.P. Morgan Securities LLC’s participation as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 in connection with the offering of the Shares.

(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, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, 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, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; 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.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) of this Section 9 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; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. 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 Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, 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 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 Shares 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. The Company, CWGS, LLC and the Underwriters agree that J.P. Morgan Securities LLC will not receive any additional benefits hereunder for serving as the “qualified independent underwriter” in connection with the offering and sale of the Shares.

(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 officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer 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 Shares that it has agreed to purchase hereunder at a Time of Delivery, the Representatives may in their discretion arrange for the Representatives or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Shares, 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 the Representatives to purchase such Shares on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that they have so arranged for the purchase of such Shares, or the Company notifies the Representatives that it has so arranged for the purchase of such Shares, the Representatives 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 Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all of the Shares 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 Shares which such Underwriter agreed to purchase hereunder) of the Shares 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 Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above,

the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares 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 Shares 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 Shares) 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, agreements, representations, warranties and other statements of the Company, the several Underwriters and J.P. Morgan Securities LLC as a “qualified independent underwriter” 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 controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, or J.P. Morgan Securities LLC as a “qualified independent underwriter,” or any officer or director or controlling person of J.P. Morgan Securities LLC as a “qualified independent underwriter” and shall survive delivery of and payment for the Shares.

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 Shares 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 Shares 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 jointly or by Goldman, Sachs & Co. and J.P. Morgan Securities LLC on behalf of you as the representatives.

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.

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 Goldman, Sachs & Co. , 200 West Street, New York, New York 10282, Attention: Registration Department and to J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk; 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 on the cover of the Registration Statement, Attention: Chief Financial Officer and Secretary; and if to any stockholder that has delivered a lock-up letter described in Section 8(i) hereof shall be delivered or sent by mail to his or her respective address provided in Schedule III hereto or such other address as such stockholder provides in writing to the Company; 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 on request; provided further that notices under subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as you at Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Control Room and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and 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, CWGS, LLC or 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 Shares 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 Shares 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 or CWGS, LLC 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 or CWGS, LLC on other matters) or any other obligation to the Company or CWGS, LLC except the obligations expressly set forth in this Agreement and (iv) the Company and CWGS, LLC have consulted their own legal and financial advisors to the extent it deemed appropriate. Each of the Company and CWGS, LLC 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 shall be governed by and construed in accordance with the laws of the State of New York.

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 counterparts shall together constitute one and the same instrument.

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.

If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and each of 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, 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:
		Name:
		Title:

	CWGS Enterprises, LLC

	By:
		Name:
		Title:

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof:

Goldman, Sachs & Co.

By:
	Name:
	Title:

J.P. Morgan Securities LLC

By:
	Name:
	Title:

For themselves and as Representatives
on behalf of each of the Underwriters
named in Schedule I to this Agreement

[Signature Page to Underwriting Agreement]

SCHEDULE I

		Number of Optional
		Shares to be
	Total Number of	Purchased if
	Firm Shares	Maximum Option
Underwriter	to be Purchased	Exercised
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Credit Suisse Securities (USA) LLC
Robert W. Baird & Co. Incorporated
KeyBanc Capital Markets Inc.
Wells Fargo Securities, LLC
Stephens, Inc.
Total

SCHEDULE II

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package

[None]

(b) Additional documents incorporated by reference

[None]

The initial public offering price per share for the Shares is $ [ · ]

The number of Shares purchased by the Underwriters is [ · ].

SCHEDULE III

Parties to Lock-Up Agreements

1. Marcus A. Lemonis

2. Thomas F. Wolfe

3. Brent L. Moody

4. Roger L. Nuttall

5. Mark J. Boggess

6. Stephen Adams

7. Andris A. Baltins

8. Brian P. Cassidy

9. Jeffrey A. Marcus

10. K. Dillon Schickli

11. CWGS Holding, LLC

12. CVRV Acquisition LLC

13. CVRV Acquisition II LLC

14. ML RV Group, LLC

15. Matthew Baden

16. John Sirpilla

17. Prabhuling Patel

18. Tamara Ward

19. Mike Siemens

20. Steve Hedlund

21. Brock Whinnery

22. Ann Jackson

23. Lisa L. Marshall Revocable Living Trust

24. Dale Hendrix

25. Karin Bell

26. Seth Rosenberg

ANNEX I

[FORM OF OPINION OF COUNSEL FOR THE COMPANY]

ANNEX II

[FORM OF PRESS RELEASE]

[Company]

[Date]

(“[Company]”) announced today that Goldman, Sachs & Co. and J.P. Morgan Securities LLC, the lead book-running managers in the recent public sale of shares of the Company’s Class A common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s Class A common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

ANNEX III

[FORM OF LOCK-UP AGREEMENT]

Camping World Holdings, Inc.

Lock-Up Agreement

[ · ], 2016

Goldman, Sachs & Co.

J.P. Morgan Securities, LLC

As representatives of the several Underwriters

c/o Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198

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”), providing for a public offering of Class A Common Stock, par value $0.01 per share (the “Stock”) of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 (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 specified in the following paragraph (the “Stockholder Lock-Up Period”), the undersigned will not 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 publicly disclose the intention to make any offer, sale, pledge or disposition, of any shares of Stock of the Company, or any options or warrants to purchase any shares of Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Stock of the Company, whether now owned or hereafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership

within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.

The Stockholder Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for one-hundred eighty (180) days after the public offering date set forth on the final prospectus used to sell the Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement.

If the undersigned is an officer or director of the Company, (1) the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the offering, (2) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Stock, the Representatives will notify the Company of the impending release or waiver, and (3) the Company has agreed in Section 5(e)(ii) of the Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares:

(i) to the Underwriters pursuant to the Underwriting Agreement or to the Company or any of its subsidiaries in connection with the purchase of membership interests of CWGS Enterprises, LLC (“CWGS, LLC”) from the undersigned, by the Company or any of its subsidiaries with the net proceeds of the public offering pursuant to the Registration Statement;

(ii) pursuant to any transfer, sale or exchange of CWGS, LLC’s common units to the Company in connection with, and as contemplated by, the “Transactions” (as such term is defined in the preliminary prospectus included in the Registration Statement under the section “Our Organizational Structure”) at the time of its effectiveness, including, without limitation, any purchase by the Company of Shares or membership interests of CWGS, LLC, as the case may be;

(iii) pursuant to any exchange of membership interests of CWGS, LLC and a corresponding number of shares of the Company’s Class A common stock, par value $0.01 per share in accordance with the amended and restated CWGS LLC Agreement

(as defined in the Registration Statement), which will become effective upon the consummation of the offering, in connection with the Transactions;

(iv) as a result of the redemption by the Company, CWGS, LLC or their affiliates of Shares held by or on behalf of an employee in connection with the termination of such employee’s employment;

(v) as part of the repurchase of Shares by the Company, not at the option of the undersigned, pursuant to an employee benefit plan described in the preliminary prospectus included in the Registration Statement at the time of its effectiveness or pursuant to the agreements pursuant to which such Shares were issued; provided that if the undersigned is required to file a report under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, that the undersigned shall include a statement in such report the reason of such transfer and that such transfer of Shares was solely to the Company;

(vi) 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;

(vii) as a bona fide gift or gifts; provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein;

(viii) 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 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;

(ix) 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;

(x) 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;

(xi) 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;

(xii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (viii) through (xi) above; provided , that the transferee agrees to be bound in writing by the restrictions set forth herein;

(xiii) pursuant to an order of a court or regulatory agency or to comply with any regulations related to the Undersigned’s ownership of Shares; provided , that in the case

of any transfer or distribution pursuant this clause, any filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Stock, 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 Shares 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;

(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 Stock under restricted stock units or restricted stock awards, in each case pursuant to employee benefit plans disclosed in the Registration Statement; provided , that in the case of any transfer or distribution pursuant this clause, except as a result of the vesting of Stock under restricted stock units or restricted stock awards, no filing under Section 16(a) of the Exchange Act (other than a filing on Form 5), reporting a reduction in beneficial ownership of shares of Stock, shall be required or shall be voluntarily made during the Stockholder Lock-Up Period; or

(xvi) with the prior written consent of the Representatives on behalf of the Underwriters;

provided, that in connection with any transfer pursuant to clauses (iii) or (vi)-(xii) above, the undersigned shall not be required to report a reduction in the undersigned’s beneficial ownership in connection with such transfer with the SEC in accordance with Section 16 of the Exchange Act (other than on Form 5 if such Form 5 is filed after the expiration of the Stockholder Lock-Up Period and other than with respect to transfers by will or intestate succession).

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation; provided , however , that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. The undersigned now has, and, except as contemplated by clause (i) through (xvi) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, 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 Shares except in compliance with the foregoing restrictions.

Notwithstanding the foregoing, the undersigned shall be permitted to make transfers, sales, tenders or other dispositions of the Undersigned’s Shares 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 Shares in connection with any such transaction, or vote any of the Undersigned’s Shares in favor of any such transaction), provided that all of the Undersigned’s Shares 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 Shares subject to this Lock-Up Agreement shall remain subject to the restrictions herein.

The restrictions described in this Lock-Up Agreement shall not apply to the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that no transfers occur under such plan during such Stockholder Lock-Up Period and no public announcement or filing shall be required or voluntarily made by any person in connection therewith until after the expiration of the Stockholder Lock-Up Period.

This Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder upon the earlier of (i) the date the Registration Statement filed with the SEC with respect to the 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’ over-allotment option) or (iii) December 31, 2016, if the offering is not completed by such date.

The undersigned understands that the Company, CWGS, LLC and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the 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.

[ Signature Page Follows ]

	Very truly yours,


	Exact Name of Shareholder


	Authorized Signature


	Title

[Signature Page to Lock-Up Agreement]

Exhibit 3.3

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CAMPING WORLD HOLDINGS, INC.

Camping World Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on March 8, 2016 (the “ Certificate of Incorporation ”). The name under which the Corporation was originally incorporated was CWGS, Inc.

2. The Corporation is filing this Amended and Restated Certificate of Incorporation of the Corporation (the “ Amended and Restated Certificate of Incorporation ”), which restates, integrates and further amends the Certificate of Incorporation, as heretofore amended (the “ Original Certificate ”), and which was duly adopted by all necessary action of the board of directors of the Corporation (the “ Board of Directors ”) and the stockholders of the Corporation in accordance with the provisions of Sections 242, 245 and 228 of the General Corporation Law of the State of Delaware (the “ DGCL ”).

3. The text of the Original Certificate is hereby amended and restated in its entirety by this Amended and Restated Certificate of Incorporation to read in full as follows:

ARTICLE I.

The name of the corporation is Camping World Holdings, Inc.

ARTICLE II.

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III.

The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it is to engage in any lawful act or activity for which corporations may be organized under the DGCL, including, without limitation, (i) investing in securities of CWGS Enterprises, LLC, a Delaware limited liability company, or any successor entities thereto (“ CWGS LLC ”) and any of its subsidiaries, (ii) exercising all rights, powers, privileges and other incidents of ownership or possession with respect to the Corporation’s assets, including managing, holding, selling and disposing of such assets and (iii) engaging in any other activities incidental or ancillary thereto.

ARTICLE IV.

Section 4.1 Authorized Stock . The total number of shares of all classes of stock that the Corporation is authorized to issue is three hundred forty five million and one (345,000,001), consisting of:

(a) Two hundred fifty million (250,000,000) shares of Class A common stock, with a par value of $0.01 per share (the “ Class A Common Stock ”);

(b) Seventy five million (75,000,000) shares of Class B common stock, with a par value of $0.0001 per share (the “ Class B Common Stock ”);

(c) One (1) share of Class C common stock, with a par value of $0.0001 per share (the “ Class C Common Stock ”, and together with the Class A Common Stock and the Class B Common Stock, the “ Common Stock ”); and

(d) Twenty million (20,000,000) shares of preferred stock, with a par value of $0.01 per share (the “ Preferred Stock ”).

Section 4.2 Preferred Stock . The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “ Preferred Stock Designation ”), to establish from time to time the number of shares to be included in each such series and to fix the powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation, the authority to fix or alter the dividend rights, dividend rates, conversion rights, exchange rights, voting rights, rights and terms of redemption (including sinking and purchase fund provisions), the redemption price or prices, restrictions on the issuance of shares of such series, the dissolution preferences and the rights in respect to any distribution of assets of any wholly unissued series of Preferred Stock and the number of shares constituting any such series, and the designation thereof, or any of them and to increase or decrease the number of shares of any series so created (except where otherwise provided in the Preferred Stock Designation), subsequent to the issue of that series but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors or by a committee of the Board of Directors, providing for the issuance of the various series of Preferred Stock.

Section 4.3 Number of Authorized Shares . The number of authorized shares of any of the Class A Common Stock, Class B Common Stock, Class C Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the outstanding

shares of stock of the Corporation entitled to vote thereon, without a separate vote of any holders of the Class A Common Stock, Class B Common Stock, Class C Common Stock or Preferred Stock, or of any series thereof, unless a separate vote of any such holders is required pursuant to the terms of any Preferred Stock Designation, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Section 4.4 Common Stock . The powers, preferences and rights of the Class A Common Stock, the Class B Common Stock and the Class C Common Stock, and the qualifications, limitations or restrictions thereof are as follows:

(a) Voting Rights . Except as otherwise required by law,

(i) Each share of Class A Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per share in person or by proxy on all matters submitted to a vote of the holders of Class A Common Stock, whether voting separately as a class or otherwise.

(ii) Each share of Class B Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per share in person or by proxy on all matters submitted to a vote of the holders of Class B Common Stock, whether voting separately as a class or otherwise; provided , that so long as ML Acquisition Company, LLC, a Delaware limited liability company (“ ML Acquisition ”), and its Permitted Transferees (as defined below) of Common Units (as defined below) (collectively, the “ ML Related Parties ”) beneficially own, directly or indirectly, twenty-seven and five-tenths percent (27.5%) or more of all Common Units issued and outstanding, all shares of Class B Common Stock held by the ML Related Parties shall entitle such ML Related Parties as of the applicable record date on all matters submitted to a vote of the holders of Class B Common Stock, whether voting separately as a class or otherwise to the number of votes per share equal to the minimum number of whole votes per share that are necessary such that, if all holders of Class B Common Stock and all holders of each other class or series of Common Stock, Preferred Stock and other classes of capital stock of the Corporation (if any) were to cast all votes they are entitled to cast on such matter, such ML Related Parties (with respect to their Class B Common Stock) voting on such matter would cast in the aggregate forty-seven percent (47%) of the total votes cast by all such holders on such matters. As used in this Amended and Restated Certificate of Incorporation, “ Common Unit ” means a membership interest in CGWS LLC, authorized and issued under the Amended and Restated Limited Liability Company Agreement of CWGS LLC, dated as of the Effective Date, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “ LLC Agreement ”), and constituting a “Common Unit” as defined in such LLC Agreement.

(iii) Subject to Section 4.4(e)(iii), the share of Class C Common Stock shall entitle the record holder thereof as of the applicable record date on all matters submitted to a vote of the holder of Class C Common Stock, whether voting separately as a class or otherwise, in person or by proxy, to the number of votes per share equal to the minimum number of whole votes per share that are necessary such that, if the holder of Class C Common Stock and all holders of each other class or series of Common Stock, Preferred Stock and other classes of capital stock of the Corporation (if any) were to cast all votes they are entitled to cast on such

matter, such holder of Class C Common Stock (with respect to its Class C Common Stock) voting on such matter would cast in the aggregate five percent (5%) of the total votes cast by all such holder on such matters.

(iv) Except as otherwise required in this Amended and Restated Certificate of Incorporation or by applicable law, the holders of shares of Common Stock shall vote together as a single class (or, if any holders of shares of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of Preferred Stock) on all matters submitted to a vote of stockholders of the Corporation.

(b) Dividends and Distributions . Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Class A Common Stock out of the assets or funds of the Corporation that are by law available therefor, at such times and in such amounts as the Board of Directors in its discretion shall determine. Dividends shall not be declared or paid on the Class B Common Stock or the Class C Common Stock.

(c) Liquidation Rights . In the event of liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provisions for preferential and other amounts, if any, to which the holders of Preferred Stock shall be entitled, the remaining assets and funds of the Corporation available for distribution shall be divided among and paid ratably to the holders of all outstanding shares of Class A Common Stock, Class B Common Stock and Class C Common Stock in proportion to the number of shares held by each such stockholder; provided , that the holders of shares of Class B Common Stock and Class C Common Stock shall be entitled to receive $0.01 per share, and upon receiving such amount, the holders of shares of Class B Common Stock and Class C Common Stock, as such, shall not be entitled to receive any other assets or funds of the Corporation. A consolidation, reorganization or merger of the Corporation with any other Person or Persons (as defined below), or a sale of all or substantially all of the assets of the Corporation, shall not be considered to be a dissolution, liquidation or winding up of the Corporation within the meaning of this Section 4.4(c) .

(d) Class B Common Stock .

(i) Shares of Class B Common Stock may be issued only to, and registered in the name of, the ML Related Parties and CVRV Acquisition, LLC, a Delaware limited liability company (“ Crestview ”) and its Permitted Transferees (as defined below) (the “ Crestview Holders ”, and together with the ML Related Parties, the “ Permitted Class B Owners ”).

(ii) The Corporation shall, to the fullest extent permitted by law, undertake all necessary and appropriate action to ensure that the number of shares of Class B Common Stock issued by the Corporation at any time to any Permitted Class B Owner shall be equal to the aggregate number of Common Units held of record by such Permitted Class B Owner in accordance with Article VI , as applicable.

(iii) From and after the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Effective Time ”), additional shares of Class B Common Stock may be issued only to, and registered in the name of, the Permitted Class B Owners in accordance with Article VI and the aggregate number of shares of Class B Common Stock following any such issuance registered in the name of each such Permitted Class B Owner must be equal to the aggregate number of Common Units held of record by such Permitted Class B Owner under the LLC Agreement as set forth in Section 4.4(d)(ii) .

(iv) In the event that (1) the Corporation undergoes a merger, consolidation or other business transaction in which shares of Common Stock are exchanged for or converted into other stock or securities, or the right to receive cash and/or any other property, other than a merger or consolidation that would result in the shares of Common Stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than fifty percent (50%) of the combined voting power of the shares of capital stock of such surviving or resulting entity outstanding immediately after such merger or consolidation, or (2) there is any tender or exchange offer by any third party to acquire shares of Class B Common Stock, then the holders of shares of Class B Common Stock shall be entitled to receive $0.01 per share of Class B Common Stock, and upon receiving such amount, the holders of shares of Class B Common Stock, as such, shall not be entitled to receive any other assets or funds with respect to the Class B Common Stock.

(e) Class C Common Stock .

(i) The share of Class C Common Stock shall be issued only to, and registered in the name of, ML RV Group, LLC, a Delaware limited liability company (together with its successors, “ ML RV Group ”).

(ii) From and after the Effective Time, no additional shares of Class C Common Stock shall be issued by the Corporation.

(iii) Notwithstanding anything to the contrary set forth in this Amended and Restated Certificate of Incorporation, upon the occurrence of a Change of Control (as defined below) or a transfer of the share of Class C Common Stock, the outstanding share of Class C Common Stock shall, to the fullest extent permitted by law, automatically lose all voting rights (including those set forth herein) and become a non-voting share, and upon transfer to the Corporation by the holder thereof shall be cancelled for no consideration upon a transfer of such share (and the Corporation shall, to the fullest extent permitted by applicable law, take all actions necessary to retire such share transferred to the Corporation and such share shall not be re-issued by the Corporation).

(iv) As used in this Amended and Restated Certificate of Incorporation, “ Change of Control ” means the occurrence of any of the following events:

(A) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act (excluding the ML Related Parties and Crestview)) becomes the beneficial owner of shares of Common Stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote;

(B) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation;

(C) the merger or consolidation of the Corporation with any other Person, other than a merger or consolidation that would result in the shares of Common Stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than fifty percent (50%) of the combined voting power of the shares of capital stock of such surviving or resulting entity outstanding immediately after such merger or consolidation;

(D) the Corporation ceases to be the sole managing member of CWGS LLC; or

(E) the ML Related Parties beneficially own, directly or indirectly, less than twenty-seven and five-tenths percent (27.5%) of all outstanding Common Units.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock, Class B Common Stock and Class C Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

Section 4.5 Transfer of Class B Common Stock and Class C Common Stock .

(a) A holder of Class B Common Stock or a holder of Class C Common Stock may surrender shares of Class B Common Stock or Class C Common Stock, as applicable, to the Corporation for no consideration at any time. Following the surrender of any shares of Class B Common Stock or Class C Common Stock, as applicable, to the Corporation, the Corporation will take all actions necessary to retire such shares and such shares shall not be re-issued by the Corporation.

(b) Except as set forth in Section 4.5(a) : (i) a holder of Class B Common Stock may transfer or assign shares of Class B Common Stock (or any legal or beneficial interest in such shares) to any transferee or assignee only to the extent permitted by the LLC Agreement

(a “ Permitted Transfer ” and a holder of Class B Common Stock pursuant to a Permitted Transfer, a “ Permitted Transferee ”) and only if such holder also simultaneously Transfers an equal number of such holder’s Common Units to such transferee in compliance with the LLC Agreement, and (ii) a holder of Class C Common Stock shall not, directly or indirectly, sell, exchange, assign, transfer, convey, give, hypothecate or dispose of shares (or any legal or beneficial interest in such share or shares) of Class C Common Stock to any Person, as the shares of Class C Common Stock are exclusively issued to ML RV Group and are personal to it and non-transferable. The transfer restrictions described in this Section 4.5(b) are referred to as the “ Restrictions ”.

(c) Any purported transfer of shares of Class B Common Stock or Class C Common Stock, as applicable, in violation of the Restrictions shall be null and void. If, notwithstanding the Restrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“ Purported Owner ”) of shares of Class B Common Stock or Class C Common Stock, as applicable, in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “ Restricted Class B Shares ”) or such shares of Class C Common Stock (the “ Restricted Class C Shares ”, and together with the Restricted Class B Shares, the “ Restricted Shares ”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation, the Corporation’s transfer agent (the “ Transfer Agent ”) or the Secretary of the Corporation, as determined by the Board of Directors and each Restricted Share shall, to the fullest extent permitted by law, automatically, without any further action on the part of the Corporation, the holder thereof, or any other party, lose all voting rights as set forth herein and become a non-voting share.

(d) Upon a determination by the Board of Directors that a Person has attempted or may attempt to transfer or to acquire Restricted Shares in violation of the Restrictions, the Board of Directors may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation to cause the Transfer Agent or the Secretary of the Corporation, as applicable, to not record the Purported Owner as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition.

(e) The Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.5 for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.5 . Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to holders of shares of Class B Common Stock.

(f) The Board of Directors shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock and/or Class C Common Stock on the books and records of the Corporation in violation thereof.

Section 4.6 Certificates . All certificates or book entries representing shares of Class B Common Stock and Class C Common Stock, as the case may be, shall bear a legend substantially in the following form (or in such other form as the Board of Directors may determine):

THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][BOOK ENTRY] ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR).

Section 4.7 Fractions . The Common Stock may be issued and transferred in fractions of a share which shall entitle the holder to exercise voting rights and to have the benefit of all other rights of holders of Common Stock. Subject to the Restrictions, holders of shares of Common Stock shall be entitled to transfer fractions thereof and the Corporation shall, and shall cause the Transfer Agent to, facilitate any such transfers, including by issuing certificates or making book entries representing any such fractional shares. For all purposes of this Amended and Restated Certificate of Incorporation, all references to Common Stock or any share thereof (whether in the singular or plural) shall be deemed to include references to any fraction of a share of Common Stock.

ARTICLE V.

The Corporation shall at all times reserve and keep available out of its authorized but unissued shares or other securities at least as many shares or other securities equal to the number of Common Units held by the members of CWGS LLC (other than the Corporation).

ARTICLE VI.

Section 6.1 Common Units and Common Stock Ratio . The Corporation shall, to the fullest extent permitted by law, undertake all actions, including, without limitation, a reclassification, dividend, division or recapitalization, with respect to:

(a) the shares of Class A Common Stock necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) shares of Class A Common Stock issuable pursuant to awards granted under the Corporation’s 2016 Incentive Award Plan (the “ 2016 Incentive Award Plan ”), and any other stock incentive plan adopted by the Corporation from time to time, that have not vested thereunder, (ii) treasury stock, or (iii) Preferred Stock or other debt or equity securities (including without limitation warrants, options and rights) issued by the Corporation that are convertible or exercisable or exchangeable for Class A Common Stock (except to the extent such securities have been converted, exercised or exchanged for Class A Common Stock and the net proceeds from such other securities, including without limitation any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the LLC).

(b) the shares of Class B Common Stock necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by all Permitted Class B Owners and the number of outstanding shares of Class B Common Stock owned by all Permitted Class B Owners.

Section 6.2 Common Units and Common Stock Ratio upon a Stock Split . The Corporation shall not undertake or authorize any subdivision (by any stock split, stock dividend, reclassification, recapitalization or similar event) or combination (by reverse stock split, reclassification, recapitalization or similar event) of (i) the Class A Common Stock that is not accompanied by an identical subdivision or combination of the Common Units to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock; or (ii) the Class B Common Stock that is not accompanied by an identical subdivision or combination of the Common Units to maintain at all times, subject to the provisions of this Amended and Restated Certificate of Incorporation, a one-to-one ratio between the number of Common Units owned by all Permitted Class B Owners and the number of outstanding shares of Class B Common Stock owned by all Permitted Class B Owners, unless, such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by all Permitted Class B Owners and the number of outstanding shares of Class B Common Stock owned by all Permitted Class B Owners.

Section 6.3 Common Units and Class A Common Stock Ratio upon a Sale or Repurchase . The Corporation shall not issue, transfer or deliver from treasury stock or repurchase shares of Class A Common Stock unless in connection with any such issuance, transfer, delivery or repurchase the Corporation takes or authorizes all requisite action such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) shares of Class A Common Stock issuable pursuant to awards granted under the 2016 Incentive Award Plan, and any other stock incentive plan adopted by the Corporation from time to time, that have not vested thereunder, (ii) treasury stock or (iii) Preferred Stock or other debt or equity securities (including without limitation warrants, options and rights) issued by the Corporation that are convertible or exercisable or exchangeable for Class A Common Stock (except to the extent such securities have been converted, exercised or exchanged for Class A Common Stock and the net proceeds from such other securities, including without limitation any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the LLC). The Corporation shall not issue, transfer or deliver from treasury stock or repurchase or redeem shares of Preferred Stock unless in connection with any such issuance, transfer, delivery, repurchase or redemption the Corporation takes all requisite action such that, after giving effect to all such issuances, transfers, repurchases or redemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in CWGS LLC which (in the good faith determination by the Board of Directors) are in the aggregate substantially equivalent in all respects to the outstanding Preferred Stock so issued, transferred, delivered, repurchased or redeemed.

Section 6.4 Common Units and Class A Common Stock Ratio upon a Merger . Unless otherwise consented to in writing by the Permitted Class B Owners, the Corporation shall not consolidate, merge, combine or consummate any other transaction (other than an action or transaction for which an adjustment is provided in one of the preceding paragraphs of this Article VI or in Article IV ) in which shares of Class A Common Stock are exchanged for or converted into other stock or securities, or the right to receive cash and/or any other property (a “ Transaction ”), unless in connection with any such Transaction each Common Unit that is redeemable by the holder thereof pursuant to the terms of the LLC Agreement for, at the option of the Corporation, a share of Class A Common Stock or a cash payment, shall be entitled to be exchanged for or converted into (without duplication of any corresponding share of Class A Common Stock which the Corporation may elect to issue upon a redemption of such Common Unit by the holder thereof) the same kind and amount of stock or securities, cash and/or any other property, as the case may be, into which or for which each share of Class A Common Stock is exchanged or converted (such stock or securities, cash and/or property shall be referred to herein as the “ Consideration ”), to maintain at all times a one-to-one ratio between (x) the Consideration issuable in such Transaction in exchange for or conversion of one share of Class A Common Stock and (y) the Consideration issuable in such Transaction in exchange for or conversion of one Common Unit.

ARTICLE VII.

The Board of Directors is expressly authorized to adopt, amend and repeal the bylaws of the Corporation (the “ Bylaws ”).

ARTICLE VIII.

Section 8.1 Ballot . Elections of the directors comprising the Board of Directors (each such director, in such capacity, a “ Director ”) need not be by written ballot unless the Bylaws shall so provide.

Section 8.2 Number and Terms of the Board of Directors . Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of Directors shall be fixed from time to time exclusively by resolutions adopted by the Board of Directors; provided , that for as long as the voting agreement, dated as of [•], 2016, by and among the Corporation and the other Persons party thereto (the “ Voting Agreement ” ) is in effect, the number of Directors shall never be less than the aggregate number of Directors that the parties to the Voting Agreement are entitled to designate from time to time pursuant to Section 1 thereof.

Section 8.3 Newly Created Directorships and Vacancies . Subject to Section 2(c) of the Voting Agreement with respect to the rights of certain parties to fill vacancies on the Board of Directors (but only to the extent the Voting Agreement remains in effect) and except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock then outstanding, unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from the death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority vote of the Directors then in

office, though less than a quorum, or by a sole remaining Director entitled to vote thereon, and not by the stockholders. Any Director so chosen shall hold office until the next election of the class for which such Director shall have been chosen and until his successor shall be elected and qualified.

Section 8.4 Removal for Cause . Subject to the rights of the holders of any series of Preferred Stock then outstanding and except as provided in Section 2(b) of the Voting Agreement, for as long as this Amended and Restated Certificate of Incorporation provides for a staggered Board of Directors, any Director, or the entire Board of Directors, may be removed only for cause, at a meeting called for that purpose.

Section 8.5 Staggered Board . At the Effective Time, the Directors shall be classified, with respect to the time for which they shall hold their respective offices, by dividing them into three (3) classes, with each Director then in office to be designated as a Class I Director, a Class II Director or a Class III Director, with each class to be apportioned as nearly equal in number as possible. Directors shall be assigned to each class in accordance to a resolution or resolutions adopted by the Board of Directors. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders of the Corporation following the Effective Time; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Effective Time; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the Effective Time. At each annual meeting of stockholders beginning with the first annual meeting of stockholders following the Effective Time, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders to be held following their election, with each Director in each such class to hold office until his or her successor is duly elected and qualified, subject to such Director’s earlier death, resignation or removal in accordance with Section 8.4 of this Amended and Restated Certificate of Incorporation. The Board of Directors is authorized to assign each Director already in office at the Effective Time, as well as each Director elected or appointed to a newly created directorship due to an increase in the size of the Board of Directors, to Class I, Class II or Class III, provided that the class assignments of the initial CV Directors, the initial ML Directors and the initial ML RV Director (as such terms are defined in the Voting Agreement) shall be as set forth in Section 3 of the Voting Agreement.

Section 8.6 Notice . Advance notice of stockholder nominations for election of Directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.

Section 8.7 Committees . To the extent required by the Voting Agreement, (i) each committee designated by the Board of Directors shall consist of no less than two (2) Directors, and (ii) the Board of Directors shall ensure, subject its fiduciary duties and the Voting Agreement, that the percentage of CV Directors and ML Directors (each as defined in the Voting Agreement) appointed to serve on any such committee matches, as nearly as practical, the percentage of CV Directors and ML Directors serving on the Board of Directors as a whole from time to time.

ARTICLE IX.

Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares of the relevant class(es) or series of stock of the Corporation representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation then issued and outstanding (other than treasury stock) entitled to vote thereon were present and voted and delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided , however , that, subject to the rights of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, and except as provided in Section 6.4, after the date on which the ML Related Parties beneficially own, directly or indirectly, in the aggregate less than twenty-seven and five-tenths percent (27.5%) of all Common Units issued and outstanding, any action required or permitted to be taken by stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting.

ARTICLE X.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute and subject to obtaining any written approval(s) required under Section 4(b)(iv) of the Voting Agreement, and all rights conferred upon stockholders herein are granted subject to this reservation; provided , that any amendment to this Amended and Restated Certificate of Incorporation that gives holders of the Class B Common Stock and/or the Class C Common Stock (i) any rights to receive dividends or any other kind of distribution, (ii) any right to convert into or be exchanged for Class A Common Stock or (iii) any other economic rights shall, in addition to the affirmative vote of the holders of a majority of the voting power of all of the outstanding voting stock of the Corporation, be effective only upon the affirmative vote of a majority of shares of Class A Common Stock voting separately as a class; provided , further , that after the date on which the ML Related Parties beneficially own, directly or indirectly, in the aggregate less than twenty-seven and five-tenths percent (27.5%) of all of the outstanding Common Units, the affirmative vote of the holders of Common Stock and Preferred Stock then outstanding representing sixty-six and two-thirds percent (66 2/3%) or more of the votes which all the holders of Common Stock and Preferred Stock would be entitled to cast in any election of directors shall be required to amend, alter, change or repeal or to adopt any provision contained in this Amended and Restated Certificate of Incorporation. If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any sentence of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable)

and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

ARTICLE XI.

The Corporation is authorized to indemnify, and to advance expenses to, each current, former or prospective Director, officer, employee or agent of the Corporation to the fullest extent permitted by Section 145 of the DGCL. To the fullest extent permitted by the laws of the State of Delaware, no Director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to, or modification or repeal of, this Article XI shall adversely affect any right or protection of a Director or of any officer, employee or agent of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal.

ARTICLE XII.

Section 12.1 Corporate Opportunity . To the fullest extent permitted by the laws of the State of Delaware, (a) the Corporation hereby renounces all interest and expectancy that it otherwise would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to (i) the Board of Directors or any Director, (ii) any stockholder, officer or agent of the Corporation, or (iii) any Affiliate of any person or entity identified in the preceding clause (i) or (ii), but in each case excluding any such person in its capacity as an employee or Director of the Corporation or its subsidiaries; (b) no stockholder and no Director, in each case, that is not an employee of the Corporation or its subsidiaries, will have any duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which the Corporation or its subsidiaries from time to time is engaged or proposes to engage or (ii) otherwise competing, directly or indirectly, with the Corporation or any of its subsidiaries; and (c) if any stockholder or any Director, in each case, that is not an employee of the Corporation or its subsidiaries, acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity both for such stockholder or such Director or any of their respective Affiliates, on the one hand, and for the Corporation or its subsidiaries, on the other hand, such stockholder or Director shall have no duty to communicate or offer such transaction or business opportunity to the Corporation or its subsidiaries and such stockholder or Director may take any and all such transactions or opportunities for itself or offer such transactions or opportunities to any other person or entity. The preceding sentence of this Article XII shall not apply to any potential transaction or business opportunity that is expressly offered to a Director or employee of the Corporation or its subsidiaries, solely in his or her capacity as a Director or employee of the Corporation or its subsidiaries.

Section 12.2 Corporate Opportunity . To the fullest extent permitted by the laws of the State of Delaware, no potential transaction or business opportunity may be deemed to be a corporate opportunity of the Corporation or its subsidiaries unless (a) the Corporation or its subsidiaries would be permitted to undertake such transaction or opportunity in accordance with this Amended and Restated Certificate of Incorporation, (b) the Corporation or its subsidiaries at such time have sufficient financial resources to undertake such transaction or opportunity (c) the Corporation or its subsidiaries have an interest or expectancy in such transaction or opportunity

and (d) such transaction or opportunity would be in the same or similar line of business in which the Corporation or its subsidiaries are then engaged or a line of business that is reasonably related to, or a reasonable extension of, such line of business.

Section 12.3 Liability . No stockholder and no Director will be liable to the Corporation or its subsidiaries or stockholders for breach of any duty (contractual or otherwise) solely by reason of any activities or omissions of the types referred to in this Article XII , except to the extent such actions or omissions are in breach of this Article XII .

ARTICLE XIII.

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “ Court of Chancery ”) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any Person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII .

ARTICLE XIV.

Section 14.1 Section 203 of the DGCL . The Corporation expressly elects not to be governed by Section 203 of the DGCL and the restrictions and limitations set forth therein.

Section 14.2 Interested Stockholder Transactions. Notwithstanding anything to the contrary set forth in this Amended and Restated Certificate of Incorporation, the Corporation shall not engage in any Business Combination (as defined below) at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, with any Interested Stockholder (as defined below) for a period of three years following the time that such stockholder became an Interested Stockholder, unless:

(a) prior to such time, the Board of Directors approved either the Business Combination or the transaction which resulted in such stockholder becoming an Interested Stockholder; or

(b) at or subsequent to such time the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of capital stock of the Corporation which is not owned by such Interested Stockholder.

Section 14.3 Definitions . As used in this Amended and Restated Certificate of Incorporation, the following terms shall have the following meaning:

(a) “ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person;

(b) “ Associate ,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of shares of voting stock of the Corporation; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

(c) “ Business Combination ” means (i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with the Interested Stockholder or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares of capital stock of the Corporation.

(d) “ Control ,” including the terms “ controlling ,” “ controlled by ” and “ under common control with ,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of stock or other equity interests, by contract or otherwise.

(e) “ Interested Stockholder ” means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of fifteen percent (15%) or more of the outstanding shares of capital stock of the Corporation that are entitled to vote, or (ii) is an Affiliate of the Corporation and was the owner of fifteen percent (15%) or more of the outstanding shares of capital stock of the Corporation that are entitled to vote at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such Person. Notwithstanding anything in this Article XIV to the contrary, the term “ Interested Stockholder ” shall not include: (x) ML Related Parties or any of their Affiliates or Associates, (y) Crestview Holders or any of their Affiliates or Associates, including any investment funds managed, directly or indirectly, by Crestview or any other Person with whom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of shares of capital stock of the Corporation, or (z) any Person who acquires voting stock of the Corporation directly from an ML Related Party or a Crestview Holder or any of their respective Affiliates, and excluding, for the avoidance of doubt, any Person who acquires voting stock of the Corporation through a broker’s transaction executed on any securities exchange or other over-the-counter market or pursuant to an underwritten public offering.

(f) “ Person ” means any individual, corporation, partnership, unincorporated association or other entity.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed on this [ · ], 2016.

	CAMPING WORLD HOLDINGS, INC.


	By:
	Name:	Brent L. Moody
	Title:	Chief Operating and Legal Officer

Exhibit 5.1

	53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com

	FIRM / AFFILIATE OFFICES
	Barcelona	Moscow
	Beijing	Munich
	Boston	New Jersey
September 26, 2016	Brussels	New York
September 26, 2016	Century City	Orange County
	Chicago	Paris
	Dubai	Riyadh
	Düsseldorf	Rome
	Frankfurt	San Diego
	Hamburg	San Francisco
	Hong Kong	Shanghai
	Houston	Silicon Valley
	London	Singapore
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

Camping World Holdings, Inc.

250 Parkway Drive

Suite 270

Lincolnshire, Illinois 60069

Re: Registration Statement No. 333-211977;
13,068,181 shares of Class A common stock, par value $0.01 per share

Ladies and Gentlemen:

We have acted as special counsel to Camping World Holdings, Inc., a Delaware corporation (the “ Company ”), in connection with the proposed issuance of up to 13,068,181 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-1 under the Securities Act of 1933, as amended (the “ Act ”), initially filed with the Securities and Exchange Commission (the “ Commission ”) on June 13, 2016 (Registration No. 333-211977, as amended, the “ Registration Statement ”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. 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 contained therein (the “ 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, upon the proper filing of the amended and restated certificate of incorporation of the Company, substantially in the form most recently filed as an exhibit to the Registration Statement, with the Secretary of State of the State of Delaware and 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 form of underwriting agreement most recently filed as an exhibit to the Registration Statement, 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 non-assessable. 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.

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 Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) with respect to the Shares. 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.

	Very truly yours,

	/s/ Latham & Watkins LLP

Exhibit 10.1

TAX RECEIVABLE AGREEMENT

by and among

CAMPING WORLD HOLDINGS, INC.

the several MEMBERS (as defined herein)

MANAGEMENT REPRESENTATIVE (as defined herein) and

OTHER MEMBERS OF CWGS ENTERPRISES, LLC
FROM TIME TO TIME PARTY HERETO

Dated as of [ ], 2016

CONTENTS

		Page

Article I. DEFINITIONS		2

Section 1.1	Definitions	2
Section 1.2	Rules of Construction	10

Article II. DETERMINATION OF REALIZED TAX BENEFIT		11

Section 2.1	Basis Adjustments; the LLC 754 Election	11
Section 2.2	Basis Schedules	12
Section 2.3	Tax Benefit Schedules	12
Section 2.4	Procedures; Amendments	13

Article III. TAX BENEFIT PAYMENTS		14

Section 3.1	Timing and Amount of Tax Benefit Payments	14
Section 3.2	No Duplicative Payments	17
Section 3.3	Pro-Ration of Payments as Between the Members	17
Section 3.4	Optional Estimated Payment Procedure	18
Section 3.5	Changes; Reserves; Suspension of Payments	19

Article IV. TERMINATION		20

Section 4.1	Early Termination of Agreement; Breach of Agreement	20
Section 4.2	Early Termination Notice	21
Section 4.3	Payment Upon Early Termination	22

Article V. SUBORDINATION AND LATE PAYMENTS		23

Section 5.1	Subordination	23
Section 5.2	Late Payments by the Corporation	23

Article VI. TAX MATTERS; CONSISTENCY; COOPERATION		23

Section 6.1	Participation in the Corporation’s and the LLC’ Tax Matters	23
Section 6.2	Consistency	23
Section 6.3	Cooperation	24

Article VII. MISCELLANEOUS		24

Section 7.1	Notices	24
Section 7.2	Counterparts	26
Section 7.3	Entire Agreement; No Third Party Beneficiaries	26
Section 7.4	Governing Law	26
Section 7.5	Severability	26

Section 7.6	Assignments; Amendments; Successors; No Waiver	27
Section 7.7	Titles and Subtitles	27
Section 7.8	Resolution of Disputes	28
Section 7.9	Reconciliation	28
Section 7.10	Withholding	29
Section 7.11	Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets	29
Section 7.12	Confidentiality	30
Section 7.13	Change in Law	31
Section 7.14	Interest Rate Limitation	31
Section 7.15	Independent Nature of Rights and Obligations	31
Section 7.17	Management Representative	32

Exhibits

Exhibit A	-	Form of Joinder Agreement

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time ,this “ Agreement ”), dated as of [ ], 2016, is hereby entered into by and among Camping World Holdings, Inc., a Delaware corporation (the “ Corporation ”), CWGS Enterprises, LLC, a Delaware limited liability company (the “ LLC ”), each of the Members from time to time party hereto, and the Management Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.

RECITALS

WHEREAS, the LLC is treated as a partnership for U.S. federal income tax purposes;

WHEREAS, each of the members of the LLC other than the Corporation (such members and each other Person who becomes party hereto by satisfying the Joinder Requirement, the “ Members ”) owns (or, in the case of such other Persons, will own) limited liability company interests in the LLC (the “ Units ”);

WHEREAS, on the date hereof, the Corporation will become the managing member of the LLC;

WHEREAS, on the date hereof and exclusive of the Over-Allotment Option (as defined below), the Corporation issued [ ] shares of its Class A common stock, par value $0.01 per share (the “ Class A Common Stock ”) to certain purchasers in an initial public offering of its Class A Common Stock (the “ IPO ”);

WHEREAS, on the date hereof, the Corporation used a portion of the net proceeds from the IPO to purchase newly-issued Units directly from the LLC (the “ Base Offering Capital Contribution ”), which proceeds will be used to repay or prepay certain indebtedness of the LLC and for general corporate purposes;

WHEREAS, on and after the date hereof, the Corporation may issue additional Class A Common Stock in connection with the IPO as a result of the exercise by the underwriters of their over-allotment option (the “ Over-Allotment Option ”) and, if the Over-Allotment Option is in fact exercised in whole or in part, any additional net proceeds will be used by the Corporation to acquire additional newly-issued Units directly from the LLC (the “ Over-Allotment Capital Contribution ” and, together with the Base Offering Capital Contribution, the “ Corporation’s Capital Contribution ”), which proceeds will be used to repay or prepay certain indebtedness of the LLC and for general corporate purposes;

WHEREAS, on and after the date hereof, pursuant to the LLC Agreement, each Member has the right, in its sole discretion, from time to time to require the LLC to redeem (a “ Redemption ”) all or a portion of such Member’s Units for cash or under certain circumstances, Class A Common Stock; provided that, at the election of the Corporation in its sole discretion, the Corporation may effect a direct exchange (a “ Direct Exchange ”) of such cash or shares of Class A Common Stock for such Units;

WHEREAS, the LLC and any direct or indirect subsidiary (owned through a chain of pass-through entities) of the LLC that is treated as a partnership for U.S. federal income tax purposes (together with the LLC and any direct or indirect subsidiary (owned through a chain of pass-through entities) of the LLC that is treated as a disregarded entity for U.S. federal income tax purposes, the “ the LLC Group ”) will have in effect an election under Section 754 of the Code (as defined herein) for the Taxable Year (as defined herein) in which any Exchange (as defined below) occurs, which election should result in an adjustment to the Corporation’s share of the tax basis of the assets owned by the LLC Group as of the date of the Exchange, with a consequent result on the taxable income subsequently derived therefrom; and

WHEREAS, the parties to this Agreement desire to provide for certain payments and make certain arrangements with respect to any tax benefits to be derived by the Corporation as the result of Exchanges and the receipt of payments under this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both (i) the singular and plural and (ii) the active and passive forms of the terms defined).

“ Actual Interest Amount ” is defined in Section 3.1(b)(vii) of this Agreement.

“ Advisory Firm ” means Ernst & Young LLP or any other accounting firm that is nationally recognized as being an expert in Covered Tax matters and is not an Affiliate of the Corporation, selected by the Corporation.

“ Advisory Firm Letter ” means a letter, that has been prepared by the Advisory Firm used by the Corporation in connection with the performance of its obligations under this Agreement, which states that the relevant Schedules, notices or other information to be provided by the Corporation to the Members, along with all supporting schedules and work papers, were prepared in a manner that is consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such Schedules, notices or other information were delivered by the Corporation to the Members.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“ Agreed Rate ” means LIBOR plus 100 basis points.

“ Agreement ” is defined in the preamble.

“ Amended Schedule ” is defined in Section 2.4(b) of this Agreement.

“ Assumed State and Local Tax Rate ” means the tax rate equal to the sum of the products of (x) the LLC’s income tax apportionment rate(s) for each state and local jurisdiction in which the LLC files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate(s) for each such state and local jurisdiction in which the LLC files income tax returns for each relevant Taxable Year; provided, that the Assumed State and Local Tax Rate calculated pursuant to the foregoing shall be reduced by the assumed federal benefit received by the Corporation with respect to state and local jurisdiction income taxes (with such benefit calculated as the product of (x) the Corporation’s marginal U.S. federal income tax rate for the relevant Taxable Year and (y) the Assumed State and Local Tax Rate (without regard to this proviso)).

“ Attributable ” is defined in Section 3.1(b)(i) of this Agreement.

“ Audit Committee ” means the audit committee of the Board.

“ Basis Adjustment ” means the increase or decrease to the tax basis of, or the Corporation’s share of, the tax basis of the Reference Assets (i) under Section 734(b), 743(b) and 754 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, the LLC remains in existence as an entity for tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, the LLC becomes an entity that is disregarded as separate from its owner for tax purposes), in each case, as a result of any Exchange and any payments made under this Agreement. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer of such Units and as if any such Pre-Exchange Transfer had not occurred.

“ Basis Schedule ” is defined in Section 2.2 of this Agreement.

“ Beneficial Owner ” means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security.

“ Board ” means the Board of Directors of the Corporation.

“ Business Day ” means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in New York are closed.

“ Change Notice ” is defined in Section 3.5(a) of this Agreement.

“ Change of Control ” means the occurrence of any of the following events:

(1) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor provisions thereto (the “ Exchange Act ”), but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and excluding the Permitted Transferees) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of Common Stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote;

(2) the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Corporation of all or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of the LLC);

(3) there is consummated a merger or consolidation of the Corporation with any other corporation or entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Corporation immediately prior to such merger or consolidation do not continue to represent, or are not converted into, more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or

(4) the Corporation ceases to be the sole managing member of the LLC.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock and Class B Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

“ Class B Common Stock ” means shares of Class B common stock, par value $0.01 per share, of the Corporation.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations promulgated thereunder.

“ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or other agreement.

“ Corporation ” is defined in the preamble to this Agreement.

“ Corporation’s Capital Contribution ” is defined in the recitals to this Agreement.

“ Covered Person ” is defined in Section 7.17 of this Agreement.

“ Covered Tax Benefit ” is defined in Section 3.3(a) of this Agreement.

“ Covered Taxes ” means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measure with respect to net income or profits and any interest related thereto.

“ Crestview ” means CVRV Acquisition LLC, a Delaware limited liability company, Crestview Partners II GP, L.P., a Delaware limited partnership, and each of their respective Permitted Transferees in the LLC Agreement.

“ Cumulative Net Realized Tax Benefit ” is defined in Section 3.1(b)(iii) of this Agreement.

“ Default Rate ” means the sum of (i) the highest rate applicable at the time under the Senior Secured Credit Facilities plus (ii) 200 basis points, it being understood that if there are no Senior Secured Credit Facilities then the Default Rate shall be LIBOR plus 550 basis points.

“ Default Rate Interest ” is defined in Section 3.1(b)(ix) of this Agreement.

“ Determination ” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of U.S. state tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for tax.

“ Direct Exchange ” is defined in the recitals to this agreement.

“ Dispute ” is defined in Section 7.8(a) of this Agreement.

“ Early Termination Effective Date ” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

“ Early Termination Notice ” is defined in Section 4.2 of this Agreement.

“ Early Termination Payment ” is defined in Section 4.3(b) of this Agreement.

“ Early Termination Rate ” means the lesser of (i) 6.50% per annum, compounded annually, and (ii) the Agreed Rate.

“ Early Termination Reference Date ” is defined in Section 4.2 of this Agreement.

“ Early Termination Schedule ” is defined in Section 4.2 of this Agreement.

“ Estimated Tax Benefit Payment ” is defined in Section 3.4 of this Agreement.

“ Exchange ” means any Direct Exchange or Redemption and, for the avoidance of doubt, includes the Direct Exchange occurring pursuant to the Common Unit Purchase Agreement between the Corporation and Crestview, dated as of [ · ], 2016.

“ Exchange Date ” means the date of any Exchange.

“ Expert ” is defined in Section 7.9 of this Agreement.

“ Extension Rate Interest ” is defined in Section 3.1(b)(viii) of this Agreement.

“ Final Payment Date ” means any date on which a payment is required to be made pursuant to this Agreement. For the avoidance of doubt, the Final Payment Date in respect of a Tax Benefit Payment is determined pursuant to Section 3.1(a) of this Agreement.

“ GAAP ” means generally accepted accounting principles in the United States, as in effect from time to time; provided, however , that if the Corporation notifies the Members that the Corporation requests an amendment to any provision hereof to eliminate the effect of any change in GAAP or in the application thereof occurring after the date of this Agreement (including through the adoption of International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (the “ IFRS ”)), on the operation of such provision (or if the Members notify the Corporation that they request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof (including through the adoption of IFRS), then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“ Hypothetical Tax Liability ” means, with respect to any Taxable Year, the hypothetical liability of the Corporation that would arise in respect of Covered Taxes, using the same methods, elections, conventions and similar practices used on the actual relevant Tax Returns of the Corporation but (i) calculating depreciation, amortization, or other similar deductions, or otherwise calculating any items of income, gain, or loss, using the Corporation’s share of the Non-Adjusted Tax Basis as reflected on the Basis Schedule, including amendments thereto for the Taxable Year and (ii) excluding any deduction attributable to Imputed Interest, Actual Interest Amounts or Default Rate Interest for the Taxable Year; provided, that for purposes determining the Hypothetical Tax Liability, the combined tax rate for U.S. state and local Covered Taxes shall be the Assumed State and Local Tax Rate. For the avoidance of doubt, the Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any tax item attributable to Imputed Interest, Actual Interest, Default Rate Interest or a Basis Adjustment (or portions thereof).

“ Imputed Interest ” is defined in Section 3.1(b)(vi) of this Agreement.

“ Independent Directors ” means the members of the Board who are “independent” under the standards set forth in Rule 10A-3 promulgated under the Exchange Act and the corresponding rules of the applicable exchange on which the Class A Common Stock is traded or quoted.

“ IPO ” is defined in the recitals to this Agreement

“ IRS ” means the U.S. Internal Revenue Service.

“ Joinder ” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.

“ Joinder Requirement ” is defined in Section 7.6(b) of this Agreement.

“ LIBOR ” means during any period, a rate per annum equal to (i) the ICE LIBOR rate for a period of one year (“ ICE LIBOR ”), as published on the applicable Bloomberg screen page (or such other commercially available source providing quotations of ICE LIBOR as may be designated by the Corporation from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such period, for dollar deposits (for delivery on the first day of such period) with a term equivalent to such period.

“ LLC ” is defined in the recitals to this Agreement.

“ LLC Agreement ” means that certain Amended and Restated Limited Liability Company Agreement of the LLC, dated as of the date hereof, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.

“ Management Representative ” is defined in Section 7.17 of this Agreement.

“ Market Value ” means the Common Unit Redemption Price, as defined in the LLC Agreement, determined as of an Early Termination Date.

“ Members ” is defined in the recitals to this Agreement.

“ ML Acquisition ” means ML Acquisition Company, LLC, a Delaware limited liability company and CWGS Holdings, LLC, a Delaware limited liability company.

“ ML Related Parties ” means ML Acquisition and its Permitted Transferees under the LLC Agreement.

“ Net Tax Benefit ” is defined in Section 3.1(b)(ii) of this Agreement.

“ Non-Adjusted Tax Basis ” means, with respect to any Reference Asset at any time, the tax basis that such asset would have had at such time if no Basis Adjustments had been made.

“ Objection Notice ” is defined in Section 2.4(a)(i) of this Agreement.

“ Over-Allotment Option” is defined in the recitals to this Agreement.

“ Parties ” means the parties named on the signature pages to this agreement and each additional party that satisfies the Joinder Requirement, in each case with their respective successors and assigns.

“ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“ Permitted Transfer ” means the transfer of Units by a holder of Units to any transferee as permitted by the LLC Agreement.

“ Permitted Transferee ” means a holder of Units pursuant to a Permitted Transfer.

“ Pre-Exchange Transfer ” means any transfer of one or more Units (including upon the death of a Member) (i) that occurs after the IPO but prior to an Exchange of such Units and (ii) to which Section 743(b) of the Code applies.

“ Realized Tax Benefit ” is defined in Section 3.1(b)(iv) of this Agreement.

“ Realized Tax Detriment ” is defined in Section 3.1(b)(v) of this Agreement.

“ Reconciliation Dispute ” is defined in Section 7.9 of this Agreement.

“ Reconciliation Procedures ” is defined in Section 2.4(a) of this Agreement.

“ Redemption ” has the meaning in the recitals to this Agreement.

“ Reference Asset ” means any tangible or intangible asset of the LLC or any of its successors or assigns, and whether held directly by the LLC or indirectly by the LLC through any entity in which the LLC now holds or may subsequently hold an ownership interest (but only if such entity is treated as a partnership or disregarded entity for purposes of the applicable tax), at the time of an Exchange. A Reference Asset also includes any asset the tax basis of which is determined, in whole or in part, by reference to the tax basis of an asset that is described in the preceding sentence, including “substituted basis property” within the meaning of Section 7701(a)(42) of the Code.

“ Reserve Notice ” is defined in Section 3.5(b).

“ Schedule ” means any of the following: (i) a Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule, and, in each case, any amendments thereto.

“ Senior Obligations ” is defined in Section 5.1 of this Agreement.

“ Senior Secured Credit Facilities ” means the indebtedness described in that certain agreement entered into on November 20, 2013 (as amended) among CWGS Group, LLC and CWGS, LLC, as borrower and parent-guarantor, respectively, and Goldman Sachs Bank USA and other lenders for a senior secured credit facility, or any replacement or refinancing thereof.

“ Subsidiary ” means, with respect to any Person and as of the date of any determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls, more than 50% of the voting power or other similar interests, or the sole general partner interest, or managing member or similar interest, of such Person.

“ Subsidiary Stock ” means any stock or other equity interest in any Subsidiary of the Corporation that is treated as a corporation for U.S. federal income tax purposes.

“ Tax Benefit Payment ” is defined in Section 3.1(b) of this Agreement.

“ Tax Benefit Schedule ” is defined in Section 2.3(a) of this Agreement.

“ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect to taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated tax.

“ Taxable Year ” means a taxable year of the Corporation as defined in Section 441(b) of the Code or comparable section of U.S. state or local tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made), ending on or after the closing date of the IPO.

“ Taxing Authority ” means any national, federal, state, county, municipal, or local government, or any subdivision, agency, commission or authority thereof, or any quasi-governmental body, or any other authority of any kind, exercising regulatory or other authority in relation to tax matters.

“ Termination Objection Notice ” is defined in Section 4.2 of this Agreement.

“ Treasury Regulations ” means the final, temporary, and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“ True-Up ” is defined in Section 3.4 of this Agreement.

“ U.S. ” means the United States of America.

“ Units ” is defined in the recitals to this Agreement.

“ Valuation Assumptions ” means, as of an Early Termination Effective Date, the assumptions that:

(1) in each Taxable Year ending on or after such Early Termination Effective Date, the Corporation will have taxable income sufficient to fully use the deductions arising from the Basis Adjustments and the Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available;

(2) the U.S. federal income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Effective Date, except to the extent any change to such tax rates for such Taxable Year have already been enacted into law and the combined U.S. state and local income tax rates shall be the Assumed State and Local Tax Rate;

(3) all taxable income of the Corporation will be subject to the maximum applicable tax rates for each Covered Tax throughout the relevant period; provided, that the combined tax rate for U.S. state and local income taxes shall be the Assumed State and Local Tax Rate;

(4) any loss carryovers or carrybacks generated by any Basis Adjustment or Imputed Interest (including such Basis Adjustment and Imputed Interest generated as a result of payments under this Agreement) and available as of the Early Termination Effective Date will be used by the Corporation on a pro rata basis from the date of the Early Termination Schedule through the scheduled expiration date of such loss carryovers or carrybacks;

(5) any non-amortizable assets (other than Subsidiary Stock) will be disposed of on the earlier of (i) the fifteenth anniversary of the applicable Basis Adjustment and (ii) the Early Termination Effective Date;

(6) any Subsidiary Stock will be deemed never to be disposed of except if Subsidiary Stock is directly disposed of in the Change of Control;

(7) if, on the Early Termination Effective Date, any Member has Units that have not been Exchanged, then such Units shall be deemed to be Exchanged for the Market Value that would be received by such Member if such Units had been Exchanged on the Early Termination Effective Date, and such Member shall be deemed to receive the amount of cash such Member would have been entitled to pursuant to Section 4.3(a) had such Units actually been Exchanged on the Early Termination Effective Date; and

(8) any payment obligations pursuant to this Agreement will be satisfied on the date that any Tax Return to which such payment obligation relates is required to be filed excluding any extensions.

Section 1.2 Rules of Construction . Unless otherwise specified herein:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) For purposes of interpretation of this Agreement:

(i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof.

(ii) References in this Agreement to a Schedule, Article, Section, clause or sub-clause refer to the appropriate Schedule to, or Article, Section, clause or subclause in, this Agreement.

(iii) References in this Agreement to dollars or “$” refer to the lawful currency of the United States of America.

(iv) The term “including” is by way of example and not limitation.

(v) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

(e) Unless otherwise expressly provided herein, (a) references to organization documents (including the LLC Agreement), agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted hereby; and (b) references to any law (including the Code and the Treasury Regulations) shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

ARTICLE II.
DETERMINATION OF REALIZED TAX BENEFIT

Section 2.1 Basis Adjustments; the LLC 754 Election .

(a) Basis Adjustments . The Parties acknowledge and agree that (A) each Direct Exchange shall give rise to Basis Adjustments and (B) each Redemption using cash or Class A Common Stock contributed to the LLC by the Corporation shall be treated as a direct purchase of Units by the Corporation from the applicable Member pursuant to Section 707(a)(2)(B) of the Code that shall give rise to Basis Adjustments. In connection with any such Direct Exchange or Redemption, the Parties acknowledge and agree that pursuant to applicable law the Corporation’s share of the basis in the Reference Assets shall be increased by the excess, if any, of (A) the sum of (x) the Market Value of Class A Common Stock or the cash transferred to a Member pursuant to an Exchange as payment for the Units, (y) the amount of payments made pursuant to this Agreement with respect to such Exchange and (z) the amount of liabilities allocated to the Units acquired pursuant to the Exchange, over (B) the Corporation’s proportionate share of the basis of the Referenced Assets immediately after the Exchange attributable to the Units exchanged, determined as if each member of the LLC Group remains in existence as an entity for tax purposes and no member of the LLC Group made the election provided by Section 754 of the Code.

For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent that such payments are treated as Imputed Interest or are Actual Interest Amounts or Default Rate Interest.

(b) Section 754 Election . In its capacity as the sole managing member of the LLC, the Corporation will ensure that, on and after the date hereof and continuing throughout the term of this Agreement, the LLC and each of its direct and indirect Subsidiaries that is treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law).

Section 2.2 Basis Schedules . Within ninety (90) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to ML Acquisition, Crestview and the Management Representative, as applicable, a schedule (the “ Basis Schedule ”) that shows, in reasonable detail as necessary in order to understand the calculations performed under this Agreement: (a) the Basis Adjustments with respect to the Reference Assets as a result of the relevant Exchanges effected in such Taxable Year and (b) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable. The Basis Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

Section 2.3 Tax Benefit Schedules .

(a) Tax Benefit Schedule . Within ninety (90) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to ML Acquisition, Crestview, and the Management Representative, as applicable, a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “ Tax Benefit Schedule ”). The Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

(b) Applicable Principles . Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any Tax item attributable to any Basis Adjustment, Imputed Interest, Actual Interest Amounts, and Default Rate Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to a Basis Adjustment, Imputed Interest, Actual Interest Amounts, and Default Rate Interest (a “ TRA Portion ”) and another portion that is not (a “ Non-TRA Portion ”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that (i) all Tax Benefit Payments (other than Imputed Interest, Actual Interest Amounts and Default Rate Interest) attributable to

an Exchange will to the extent permitted by applicable law (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation and (B) have the effect of creating additional Basis Adjustments for the Corporation in the year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into the current Taxable Year continuing until any incremental current Taxable Year benefits equal an immaterial amount.

Section 2.4 Procedures; Amendments .

(a) Procedures . Each time the Corporation delivers an applicable Schedule to ML Acquisition, Crestview, and the Management Representative, as applicable under this Agreement, including any Amended Schedule delivered pursuant to Section 2.4(b), but excluding any Early Termination Schedule or amended Early Termination Schedule delivered pursuant to the procedures set forth in Section 4.2, the Corporation shall also: (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by ML Acquisition, Crestview, and the Management Representative, as applicable, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Schedule; (y) deliver an Advisory Firm Letter supporting such Schedule; and (z) allow ML Acquisition, Crestview, and the Management Representative, as applicable, and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by ML Acquisition, Crestview, and the Management Representative, as applicable, at the Corporation and the Advisory Firm in connection with a review of such Schedule. Without limiting the generality of the preceding sentence, the Corporation shall ensure that any Tax Benefit Schedule that is delivered to ML Acquisition, Crestview, and the Management Representative, as applicable, along with any supporting schedules and work papers, provides a reasonably detailed presentation of the calculation of the actual liability of the Corporation for Covered Taxes (the “with” calculation) and the Hypothetical Tax Liability of the Corporation (the “without” calculation), and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become final and binding on the Parties thirty (30) calendar days from the date on which ML Acquisition, Crestview, and the Management Representative, as applicable, first received the applicable Schedule or amendment thereto unless:

(i) ML Acquisition, Crestview, or the Management Representative, as applicable, within thirty (30) calendar days after receiving the applicable Schedule or amendment thereto, provides the Corporation with written notice of a material objection to such Schedule that is made in good faith and that sets forth in reasonable detail ML Acquisition’s, Crestview’s or the Management Representative’s, as applicable, material objection (an “ Objection Notice ”) or

(ii) each of ML Acquisition, Crestview, and the Management Representative, as applicable, provides a written waiver of its right to deliver an Objection Notice within the time period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver from each of ML Acquisition, Crestview and the Management Representative, as applicable, is received by the Corporation.

In the event that ML Acquisition, Crestview, or the Management Representative, as applicable, timely delivers an Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Objection Notice, the Corporation and ML Acquisition, Crestview, or the Management Representative, as applicable, shall employ the reconciliation procedures as described in Section 7.9 of this Agreement (the “ Reconciliation Procedures ”).

(b) Amended Schedule . The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: (i) in connection with a Determination affecting such Schedule; (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to ML Acquisition, Crestview, and the Management Representative, as applicable; (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year; (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “ Amended Schedule ”).

ARTICLE III.
TAX BENEFIT PAYMENTS

Section 3.1 Timing and Amount of Tax Benefit Payments .

(a) Timing of Payments . Except as provided in Sections 3.4 and 3.5, and subject to Sections 3.2 and 3.3, within three (3) Business Days following the date on which each Tax Benefit Schedule that is required to be delivered by the Corporation to ML Acquisition, Crestview, and the Management Representative, as applicable, pursuant to Section 2.3(a) of this Agreement becomes final in accordance with Section 2.4(a) of this Agreement, the Corporation shall pay to each relevant Member the Tax Benefit Payment as determined pursuant to Section 3.1(b). Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank account previously designated by such Members or as otherwise agreed by the Corporation and such Members. For the avoidance of doubt, the Members shall not be required under any circumstances to return any portion of any Tax Benefit Payment previously paid by the Corporation to the Members (including any portion of any Estimated Tax Benefit Payment or any Early Termination Payment).

(b) Amount of Payments . For purposes of this Agreement, a “ Tax Benefit Payment ” with respect to any Member means an amount, not less than zero, equal to the sum of: (i) the portion of the Net Tax Benefit that is Attributable to such Member (including Imputed Interest calculated in respect of such amount); and (ii) the Actual Interest Amount.

(i) Attributable . A Net Tax Benefit is “ Attributable ” to a Member to the extent that it is derived from any Basis Adjustment, Imputed Interest, or Actual Interest

Amount that is attributable to an Exchange undertaken by or with respect to such Member.

(ii) Net Tax Benefit . The “ Net Tax Benefit ” for a Taxable Year equals the amount of the excess, if any, of (x) 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over (y) the aggregate amount of all Tax Benefit Payments previously made under this Section 3.1. For the avoidance of doubt, if the Cumulative Net Realized Tax Benefit as of the end of any Taxable Year is less than the aggregate amount of all Tax Benefit Payments previously made, no Member shall be required to return any portion of any Tax Benefit Payment previously made by the Corporation to such Member.

(iii) Cumulative Net Realized Tax Benefit . The “ Cumulative Net Realized Tax Benefit ” for a Taxable Year equals the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporation, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

(iv) Realized Tax Benefit . The “ Realized Tax Benefit ” for a Taxable Year equals the excess, if any, of the Hypothetical Tax Liability over the actual liability of the Corporation for Covered Taxes; provided, that for purposes of determining the Hypothetical Tax Liability and actual liability of the Corporation for Covered Taxes, the Corporation shall use the Assumed State and Local Tax Rate for purposes of determining such liabilities for all state and local Covered Taxes. If all or a portion of the actual liability for such Covered Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

(v) Realized Tax Detriment . The “ Realized Tax Detriment ” for a Taxable Year equals the excess, if any, of the actual liability of the Corporation for Covered Taxes over the Hypothetical Tax Liability for such Taxable Year; provided, that for purposes of determining the Hypothetical Tax Liability and actual liability of the Corporation for Covered Taxes, the Corporation shall use the Assumed State and Local Tax Rate for purposes of determining such liabilities for all state and local Covered Taxes. If all or a portion of the actual liability for such Covered Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

(vi) Imputed Interest . The parties acknowledge that the principles of Sections 1272, 1274, or 483 of the Code, as applicable, and the principles of any similar provision of U.S. state and local law, will apply to cause a portion of any Net Tax Benefit payable by the Corporation to a Member under this Agreement to be treated as imputed interest (“ Imputed Interest ”). For the avoidance of doubt, the deduction for the amount of Imputed Interest as determined with respect to any Net Tax Benefit payable by the

Corporation to a Member shall be excluded in determining the Hypothetical Tax Liability of the Corporation for purposes of calculating Realized Tax Benefits and Realized Tax Detriments pursuant to this Agreement.

(vii) Actual Interest Amount . The “ Actual Interest Amount ” calculated in respect of the Net Tax Benefit for a Taxable Year will equal the amount of any Extension Rate Interest. For the avoidance of doubt, any deduction for any Actual Interest Amount as determined with respect to any Net Tax Benefit payable by the Corporation to a Member shall be excluded in determining the Hypothetical Tax Liability of the Corporation for purposes of calculating Realized Tax Benefits and Realized Tax Detriments pursuant to this Agreement.

(viii) Extension Rate Interest . Subject to Section 3.4, the amount of “ Extension Rate Interest ” calculated in respect of the Net Tax Benefit (including previously accrued Imputed Interest) for a Taxable Year will equal interest calculated at the Agreed Rate from the due date (without extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year until the date on which the Corporation makes a timely Tax Benefit Payment to the Member on or before the Final Payment Date as determined pursuant to Section 3.1(a).

(ix) Default Rate Interest . In the event that the Corporation does not make timely payment of all or any portion of a Tax Benefit Payment to a Member on or before the Final Payment Date as determined pursuant to Section 3.1(a), the amount of “ Default Rate Interest ” calculated in respect of the Net Tax Benefit (including previously accrued Imputed Interest and Extension Rate Interest) for a Taxable Year will equal interest calculated at the Default Rate from the Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a) until the date on which the Corporation makes such Tax Benefit Payment to such Member. For the avoidance of doubt, any deduction for any Default Rate Interest with respect to any Net Tax Benefit payable by the Corporation to a Member shall be excluded in determining the Hypothetical Tax Liability of the Corporation for purposes of calculating Realized Tax Benefits and Realized Tax Detriments pursuant to this Agreement.

(x) The Corporation and the Members hereby acknowledge and agree that, as of the date of this Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income or other applicable tax purposes. Notwithstanding anything to the contrary in this Agreement, unless a Member notifies the Corporation otherwise, the stated maximum selling price (within the meaning of Treasury Regulation 15A.453-1(c)(2)) with respect to any Exchange by such Member shall not exceed 75% of the amount of the initial consideration received in connection with such Exchange (which, for the avoidance of doubt, shall include the amount of any cash and the fair market value of any Class A Common Stock received in such Exchange and shall exclude the fair market value of any Tax Benefit Payments) and the aggregate Tax Benefit Payments to such Member in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed such stated maximum selling price.

(c) Interest . The provisions of Section 3.1(b) are intended to operate so that interest will effectively accrue in respect of the Net Tax Benefit for any Taxable Year as follows:

(i) first, at the applicable rate used to determine the amount of Imputed Interest under the Code (from the relevant Exchange Date or date on which the relevant Tax Benefit Payment was made until the due date (without extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year and, if required under applicable law, through the Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a));

(ii) second, at the Agreed Rate in respect of any Extension Rate Interest (from the due date (without extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year until the Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a)); and

(iii) third, at the Default Rate in respect of any Default Rate Interest (from the Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a) until the date on which the Corporation makes the relevant Tax Benefit Payment to a Member).

Section 3.2 No Duplicative Payments . It is intended that the provisions of this Agreement will not result in the duplicative payment of any amount (including interest) that may be required under this Agreement, and the provisions of this Agreement shall be consistently interpreted and applied in accordance with that intent. For purposes of this Agreement, and also for the avoidance of doubt, no Tax Benefit Payment shall be required to be calculated or made in respect of any estimated tax payments, including, without limitation, any estimated U.S. federal income tax payments.

Section 3.3 Pro-Ration of Payments as Between the Members .

(a) Insufficient Taxable Income . Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in respect of the Basis Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member 1 and $150 of such Covered Tax Benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable income, and if at the same time the Corporation only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual

Covered Tax benefit for the Corporation would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 and Member 2 would receive a Tax Benefit Payment of $63.75.

(b) Late Payments . If for any reason the Corporation is not able to timely and fully satisfy its payment obligations under this Agreement in respect of a particular Taxable Year, then Default Rate Interest will begin to accrue pursuant to Section 5.2 and the Corporation and other Parties agree that (i) the Corporation shall pay the Tax Benefit Payments due in respect of such Taxable Year to each Member pro rata in proportion to the amount of such Tax Benefit Payments, without favoring one obligation over the other, and (ii) no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments to all Members in respect of all prior Taxable Years have been made in full.

Section 3.4 Optional Estimated Payment Procedure . As long as the Corporation is current in respect of its payment obligations owed to each Member pursuant to this Agreement and there are no delinquent Tax Benefit Payments (including interest thereon) outstanding in respect of prior Taxable Years for any Member, the Corporation may, at any time on or after the due date (without extensions) for filing the U.S. federal income Tax Return of the Corporation for a Taxable Year and at the Corporation’s option, in its sole discretion, make one or more estimated payments to the Members in respect of any anticipated amounts to be owed with respect to a Taxable Year to the Members pursuant to Section 3.1 of this Agreement (any such estimated payments referred to as an “ Estimated Tax Benefit Payment ”); provided that any Estimated Tax Benefit Payment made to a Member pursuant to this Section 3.4 is matched by a proportionately equal Estimated Tax Benefit Payment to all other Members then entitled to a Tax Benefit Payment. Any Estimated Tax Benefit Payment made under this Section 3.4 shall be paid by the Corporation to the Members and applied against the final amount of any expected Tax Benefit Payment to be made pursuant to Section 3.1. The payment of an Estimated Tax Benefit Payment by the Corporation to the Members pursuant to this Section 3.4 shall also terminate the obligation of the Corporation to make payment of any Extension Rate Interest that might have otherwise accrued with respect to the proportionate amount of the Tax Benefit Payment that is being paid in advance of the applicable Tax Benefit Schedule being finalized pursuant to Section 2.4. Upon the making of any Estimated Tax Benefit Payment pursuant to this Section 3.4, the amount of such Estimated Tax Benefit Payment shall first be applied to any estimated Extension Rate Interest, then to Imputed Interest, and then applied to the remaining residual amount of the Tax Benefit Payment to be made pursuant to Section 3.1. In determining the final amount of any Tax Benefit Payment to be made pursuant to Section 3.1, and for purposes of finalizing the Tax Benefit Schedule pursuant to Section 2.4, the amount of any Estimated Tax Benefit Payments that may have been made with respect to the Taxable Year shall be increased, if the finally determined Tax Benefit Payment for a Taxable Year exceeds the Estimated Tax Benefit Payments made for such Taxable Year, with such increase being paid by the Corporation to the Members along with an appropriate amount of Extension Rate Interest in respect of the amount of such increase (a “ True-Up ”). If the Estimated Tax Benefit Payment for a Taxable Year exceeds the finally determined Tax Benefit Payment for such Taxable Year, such excess, along with an appropriate amount of Extension Rate Interest in respect of such excess (being charged by the Corporation to the Member), shall be applied to reduce the amount of any subsequent future Tax Benefit Payments (including Estimated Tax Benefit Payments, if any) to be paid by the Corporation to such Member. As of the date on which any Estimated Tax Benefit Payments

are made, and as of the date on which any True-Up is made, all such payments shall be made in the same manner and subject to the same terms and conditions as otherwise contemplated by Section 3.1 and all other applicable terms of this Agreement. For the avoidance of doubt, as is the case with Tax Benefit Payments made by the Corporation to the Members pursuant to Section 3.1, the amount of any Estimated Tax Benefit Payments made pursuant to this Section 3.4 that are attributable to an Exchange shall also be treated, in part, as subsequent upward purchase price adjustments that give rise to Basis Adjustments in the Taxable Year of payment to the extent permitted by applicable law and as of the date on which such payments are made (to the extent of the estimated Net Tax Benefit associated with such Estimated Tax Benefit Payment, less any Imputed Interest, and exclusive of any Extension Rate Interest).

Section 3.5 Changes; Reserves; Suspension of Payments .

(a) Receipt of Change Notice . If any Party, or any Affiliate or Subsidiary of any Party, receives a 30-day letter, a final audit report, a statutory notice of deficiency, or similar written notice from any Taxing Authority relating to the amount of the Net Tax Benefit calculated for purposes of this Agreement, or relating to any other material tax matter that is relevant to the terms of this Agreement and the calculation of the Tax Benefit Payments that may be payable by the Corporation to the Members (a “ Change Notice ”), prompt written notification and a copy of the relevant Change Notice shall be delivered by the Party, or its Affiliate or Subsidiary, that received such Change Notice to each other Party.

(b) Suspension of Payments . From and after the date on which a Change Notice is received, any Tax Benefit Payments required to be made under this Agreement shall, to the extent determined reasonably necessary by the Audit Committee after considering the potential tax implications of the Change Notice, be paid by the Corporation to a national bank mutually agreeable to the Parties to act as escrow agent to hold such funds in escrow pursuant to an escrow agreement until a Determination is received. Notwithstanding anything to the contrary, the Corporation shall not pay to the escrow agent an amount in excess of (i) 85% of the amount of the asserted deficiency in tax owed pursuant to the Change Notice plus (ii) the portion of any future Tax Benefit Payments that are required to be paid under this Agreement in respect of any taxable year of the Corporation following the taxable year(s) to which the Change Notice relates and that could reasonably be expected to be reduced if such Change Notice resulted in an adverse Determination. The Corporation shall not settle or otherwise compromise any matter which is the subject of a Change Notice without the prior written consent (not to be unreasonably withheld, conditioned, or delayed) of Crestview and ML Acquisition. For the avoidance of doubt, the date on which the Corporation pays any such Tax Benefit Payments to the escrow agent shall be considered the date on which such Tax Benefit Payments are paid to the Members, including for purposes of determining the Actual Interest Amount and Default Rate Interest.

(c) Release of Escrowed Funds . If a Determination is received, and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. If a Determination is received, and if such Determination results in an adjustment in any Tax Benefit Payments under

this Agreement, then the relevant escrowed funds (along with any interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation, the LLC, or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

ARTICLE IV.
TERMINATION

Section 4.1 Early Termination of Agreement; Breach of Agreement .

(a) Corporation’s Early Termination Right . With the written approval of a majority of the Independent Directors, ML Acquisition and Crestview, the Corporation may completely terminate this Agreement, as and to the extent provided herein, with respect to all amounts payable to the Members pursuant to this Agreement by paying to the Members the Early Termination Payment; provided that Early Termination Payments may be made pursuant to this Section 4.1(a) only if made to all Members that are entitled to such a payment simultaneously, and provided further , that the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon the Corporation’s payment of the Early Termination Payment, the Corporation shall not have any further payment obligations under this Agreement, other than with respect to any: (i) prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of the Early Termination Notice; and (ii) current Tax Benefit Payment due for the Taxable Year ending on or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the calculation of the Early Termination Payment). If an Exchange subsequently occurs with respect to Units for which the Corporation has exercised its termination rights under this Section 4.1(a), the Corporation shall have no obligations under this Agreement with respect to such Exchange.

(b) Acceleration Upon Change of Control . In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

(c) Acceleration Upon Breach of Agreement . In the event that the Corporation materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder, or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and become immediately due and payable upon notice of acceleration from a Member (provided that in the case of any proceeding under the Bankruptcy Code or other insolvency statute, such acceleration shall be automatic without any such notice), and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such notice of acceleration (or, in the case of any proceeding under the Bankruptcy Code or other insolvency statute, on the date of such breach) and shall include, but not be limited to: (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of such acceleration; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any current Tax Benefit Payment due for the Taxable Year ending with or including the date of such acceleration. Notwithstanding the foregoing, in the event that the Corporation breaches this Agreement and such breach is not a material breach of a material obligation, a Member shall still be entitled to enforce all of its rights otherwise available under this Agreement, excluding, for the avoidance of doubt, seeking an acceleration of amounts payable under this Agreement. For purposes of this Section 4.1(c), and subject to the following sentence, the Parties agree that the failure to make any payment due pursuant to this Agreement within six (6) months of the relevant Final Payment Date shall be deemed to be a material breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within six (6) months of the relevant Final Payment Date. For the avoidance of doubt, a suspension of payments pursuant to Section 3.5 will not be considered to be a failure to make a payment due pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment within six (6) months of the relevant Final Payment Date to the extent that the Corporation has insufficient funds, and cannot obtain sufficient funds to make such payments by taking commercially reasonable actions; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporation does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate).

Section 4.2 Early Termination Notice . If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to ML Acquisition, Crestview, and the Management Representative a notice of the Corporation’s decision to exercise such right (an “ Early Termination Notice ”) and a schedule (the “ Early Termination Schedule ”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by ML Acquisition, Crestview, or the Management Representative, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow ML Acquisition, Crestview, and the Management Representative and their advisors to have reasonable access to

the appropriate representatives, as determined by the Corporation or as reasonably requested by ML Acquisition, Crestview, or the Management Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which ML Acquisition, Crestview, and the Management Representative received such Early Termination Schedule unless:

(i) ML Acquisition, Crestview, or the Management Representative within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail ML Acquisition’s, Crestview’s, or the Management Representative’s, as applicable, material objection (a “ Termination Objection Notice ”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used by the Corporation to prepare the Early Termination Schedule) in support of such Termination Objection Notice; or

(ii) each of ML Acquisition, Crestview, and the Management Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from ML Acquisition, Crestview, and the Management Representative is received by the Corporation.

In the event that ML Acquisition, Crestview, or the Management Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and ML Acquisition, Crestview, or the Management Representative, as applicable, shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by ML Acquisition, Crestview, or the Management Representative, as applicable, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “ Early Termination Reference Date .”

Section 4.3 Payment Upon Early Termination .

(a) Timing of Payment . Within three (3) Business Days after the Early Termination Reference Date, the Corporation shall pay to each Member an amount equal to the Early Termination Payment for such Member. Such Early Termination Payment shall be made by the Corporation by wire transfer of immediately available funds to a bank account or accounts designated by the Members or as otherwise agreed by the Corporation and the Members.

(b) Amount of Payment . The “ Early Termination Payment ” payable to a Member pursuant to Section 4.3(a) shall equal the present value, discounted at the Early Termination Rate as determined as of the Early Termination Reference Date, of all Tax Benefit Payments that would be required to be paid by the Corporation to such Member, whether payable with respect

to Units that were Exchanged prior to the Early Termination Effective Date or on or after the Early Termination Effective Date, beginning from the Early Termination Effective Date and using the Valuation Assumptions.

ARTICLE V.
SUBORDINATION AND LATE PAYMENTS

Section 5.1 Subordination . Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to be made by the Corporation to the Members under this Agreement shall rank subordinate and junior in right of payment to any principal, interest, or other amounts due and payable in respect of any obligations owed in respect of secured indebtedness for borrowed money of the Corporation and its Subsidiaries (“ Senior Obligations ”) and shall rank pari passu in right of payment with all current or future unsecured obligations of the Corporation that are not Senior Obligations. To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of the agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the Members and the Corporation shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations.

Section 5.2 Late Payments by the Corporation . Except as otherwise provided in this Agreement, the amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made to the Members when due under the terms of this Agreement, whether as a result of Section 5.1 and the terms of the Senior Obligations or otherwise, shall be payable together with any interest thereon, computed at the Default Rate and commencing from the Final Payment Date on which such Tax Benefit Payment or Early Termination Payment was first due and payable to the date of actual payment.

ARTICLE VI.
TAX MATTERS; CONSISTENCY; COOPERATION

Section 6.1 Participation in the Corporation’s and the LLC’s Tax Matters . Except as otherwise provided herein, and except as provided in Article IX of the LLC Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and the LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing, the Corporation shall notify ML Acquisition, Crestview, and the Management Representative of, and keep them reasonably informed with respect to, the portion of any tax audit of the Corporation or the LLC, or any of the LLC’s Subsidiaries, the outcome of which is reasonably expected to materially affect the Tax Benefit Payments payable to such Members under this Agreement, and ML Acquisition, Crestview, and the Management Representative, as applicable, shall, without limiting any rights granted to ML Acquisition or Crestview pursuant to Section 3.5, have the right to participate in and to monitor at their own expense (but, for the avoidance of doubt, not to control) any such portion of any such Tax audit.

Section 6.2 Consistency . Except as otherwise required by law, all calculations and determinations made hereunder, including, without limitation, any Basis Adjustments, the

Schedules and the determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections, methodologies or positions taken by the Corporation and the LLC on their respective Tax Returns. Each Member shall prepare its Tax Returns in a manner that is consistent with the terms of this Agreement, and any related calculations or determinations that are made hereunder, including, without limitation, the terms of Section 2.1 of this Agreement and the Schedules provided to the Members under this Agreement. In the event that an Advisory Firm is replaced with another Advisory Firm, such replacement Advisory Firm shall perform its services under this Agreement using procedures and methodologies consistent with the previous Advisory Firm, unless otherwise required by law or unless the Corporation and all of the Members agree to the use of other procedures and methodologies.

Section 6.3 Cooperation .

(a) Each Member shall (i) furnish to the Corporation in a timely manner such information, documents and other materials as the Corporation may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (ii) make itself available to the Corporation and its representatives to provide explanations of documents and materials and such other information as the Corporation or its representatives may reasonably request in connection with any of the matters described in clause (i) above, and (iii) reasonably cooperate in connection with any such matter.

(b) The Corporation shall reimburse the Members for any reasonable and documented out-of-pocket costs and expenses incurred pursuant to Section 6.3(a).

ARTICLE VII.
MISCELLANEOUS

Section 7.1 Notices . All notices, requests, consents and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by certified or registered mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be as specified in a notice given in accordance with this Section 7.1). All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

If to the Corporation, to:

Camping World Holdings, Inc.
c/o CWGS Enterprises, LLC

250 Parkway Drive, Suite 270
Lincolnshire, IL 60048

Attn: Thomas F. Wolfe, Chief Financial Officer
E-mail:

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

Latham & Watkins LLP
885 Third Avenue
New York, New York 10022

Attn:
Facsimile:
E-mail:

If to ML Acquisition:

Kaplan, Strangis and Kaplan, P.A.
90 South Seventh St.
Suite 5500
Minneapolis, MN 55402

Attn: Robert T. York

E-mail:

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

Attn:
Facsimile:
E-mail:

If to Crestview:

667 Madison Avenue, 10th Floor
New York, NY 10065

Attn: Brian Cassidy
E-mail:

Attn: Ross A. Oliver

E-mail:

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

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017

Attn: Mary Conway

Facsimile
E-mail:

If to any Member (other than ML Acquisition or Crestview):

Thomas A. Wolfe

2750 Park View Court, Suite 240

Oxnard, CA 93036

E-mail:

Any Party may change its address, fax number or e-mail address by giving each of the other Parties written notice thereof in the manner set forth above.

Section 7.2 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.3 Entire Agreement; No Third Party Beneficiaries . This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.4 Governing Law . This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.

Section 7.5 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.6 Assignments; Amendments; Successors; No Waiver .

(a) Assignment . No Member may assign, sell, pledge, or otherwise alienate or transfer any interest in this Agreement, including the right to receive any Tax Benefit Payments under this Agreement, to any Person without such Person executing and delivering a Joinder agreeing to succeed to the applicable portion of such Member’s interest in this Agreement and to become a Party for all purposes of this Agreement (the “ Joinder Requirement ”); provided, that ML Acquisition’s and Crestview’s approval and consent rights described in each of Sections 3.5(b) (with respect to matters subject to a Change Notice that affects all members, but not with respect to matters that affect solely the transferee) and 4.1(a) shall not be transferrable or assignable to any Person (other than Permitted Transferees), without the prior written consent of the Corporation (and any purported transfer or assignment without such consent shall be null and void), it being understood that ML Acquisition and Crestview’s approval and consent rights described in Section 3.5(b) may be transferred or assigned without the Corporation’s prior written consent with respect to matters subject to a Change Notice that affects solely the transferee. For the avoidance of doubt, if a Member transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such Units its rights under this Agreement with respect to such transferred Units, such Member shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units. The Corporation may not assign any of its rights or obligations under this Agreement to any Person (other than any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation) without the prior written consent of each of the Members (and any purported assignment without such consent shall be null and void).

(b) Amendments . No provision of this Agreement may be amended unless such amendment is approved in writing by each of ML Acquisition, Crestview, and the Management Representative; provided that amendment of the definition of Change of Control will also require the written approval of a majority of the Independent Directors. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(c) Successors . [Except as provided in Section 7.6(a),] all of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the Parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

(d) Waiver . No failure by any Party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition.

Section 7.7 Titles and Subtitles . The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.8 Resolution of Disputes .

(a) Except for Reconciliation Disputes subject to Section 7.9, any and all disputes which cannot be settled amicably, including any ancillary claims of any Party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “ Dispute ”) shall be finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution Rules for Administered Arbitration (the “ Rules ”) by three arbitrators, of which the Corporation shall appoint one arbitrator and the Members party to such Dispute shall appoint one arbitrator in accordance with the “screened” appointment procedure provided in Rule 5.4. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of the arbitration shall be Chicago, Illinois.

(b) Notwithstanding the provisions of paragraph (a), any Party may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling another Party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Party (i) expressly consents to the application of paragraph (c) of this Section 7.8 to any such action or proceeding, and (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate. For the avoidance of doubt, this Section 7.8 shall not apply to Reconciliation Disputes to be settled in accordance with the procedures set forth in Section 7.9.

(c) Each Party irrevocably consents to service of process by means of notice in the manner provided for in Section 7.1. Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by law.

(d) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

(e) Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of Section 7.9, or a Dispute within the meaning of this Section 7.8, shall be decided and resolved as a Dispute subject to the procedures set forth in this Section 7.8.

Section 7.9 Reconciliation . In the event that the Corporation and any Member are unable to resolve a disagreement with respect to a Schedule (other than an Early Termination Schedule) prepared in accordance with the procedures set forth in Section 2.4, or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, within the relevant time period designated in this Agreement (a “ Reconciliation Dispute ”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “ Expert ”) in the particular area of disagreement mutually acceptable to both Parties. The

Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporation or such Member or other actual or potential conflict of interest. If the Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the Corporation or such Member or other actual or potential conflict of interest. The Expert shall resolve any matter relating to the Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation except as provided in the next sentence. The Corporation and the Members shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the Member’s position, in which case the Corporation shall reimburse the Member for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts the Corporation’s position, in which case the Member shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding on the Corporation and the Members and may be entered and enforced in any court having competent jurisdiction.

Section 7.10 Withholding . The Corporation shall be entitled to deduct and withhold from any payment that is payable to any Member pursuant to this Agreement such amounts as the Corporation is required to deduct and withhold with respect to the making of such payment under the Code or any provision of U.S. state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid by the Corporation to the relevant Member. Each Member shall promptly provide the Corporation with any applicable tax forms and certifications reasonably requested by the Corporation in connection with determining whether any such deductions and withholdings are required under the Code or any provision of U.S. state, local or foreign tax law.

Section 7.11 Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets .

(a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement

shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

(b) If the Corporation, its successor in interest or any member of a group described in Section 7.11(a) transfers one or more assets to a corporation (or a Person classified as a corporation for U.S. income tax purposes) with which such entity does not file a consolidated Tax Return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset as determined by the Advisory Firm or a valuation expert selected by the Corporation. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporation, its successor in interest or any member of a group described in Section 7.11(a), transfers its assets pursuant to a transaction that qualifies as a “reorganization” (within the meaning of Section 368(a) of the Code) in which such entity does not survive or pursuant to any other transaction to which Section 381(a) of the Code applies (other than any such reorganization or any such other transaction, in each case, pursuant to which such entity transfers assets to a corporation with which the Corporation, its successor in interest or any member of the group described in Section 7.11(a) (other than any such member being transferred in such reorganization or other transaction) does not file a consolidated Tax Return pursuant to Section 1501 of the Code), the transfer will not cause such entity to be treated as having transferred any assets to a corporation (or a Person classified as a corporation for U.S. income tax purposes) pursuant to this Section 7.11(b).

Section 7.12 Confidentiality . Each Member and its assignees acknowledges and agrees that the information of the Corporation is confidential and, except in the course of performing any duties as necessary for the Corporation and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such Person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporation and its Affiliates and successors, learned by any Member heretofore or hereafter. This Section 7.12 shall not apply to (i) any information that has been made publicly available by the Corporation or any of its Affiliates, becomes public knowledge (except as a result of an act of any Member in violation of this Agreement) or is generally known to the business community, (ii) the disclosure of information to the extent necessary for a Member to prosecute or defend claims arising under or relating to this Agreement, and (iii) the disclosure of information to the extent necessary for a Member to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax Returns. If a Member or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12, the Corporation shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporation or any of its Subsidiaries and that money damages alone shall not

provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

Section 7.13 Change in Law . Notwithstanding anything herein to the contrary, if, as a result of or, in connection with an actual or proposed change in law, a Member reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by such Member (or direct or indirect equity holders in such Member) in connection with any Exchange to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax purposes or would have other material adverse tax consequences to such Member or any direct or indirect owner of such Member, then at the written election of such Member in its sole discretion (in an instrument signed by such Member and delivered to the Corporation) and to the extent specified therein by such Member, this Agreement shall cease to have further effect and shall not apply to an Exchange occurring after a date specified by such Member, or may be amended by in a manner reasonably determined by such Member, provided that such amendment shall not result in an increase in any payments owed by the Corporation under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment.

Section 7.14 Interest Rate Limitation . Notwithstanding anything to the contrary contained herein, the interest paid or agreed to be paid hereunder with respect to amounts due to any Member hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If any Member shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the Tax Benefit Payment, Estimated Tax Benefit Payment or Early Termination Payment, as applicable (but in each case exclusive of any component thereof comprising interest) or, if it exceeds such unpaid non-interest amount, refunded to the Corporation. In determining whether the interest contracted for, charged, or received by any Member exceeds the Maximum Rate, such Member may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the payment obligations owed by the Corporation to such Member hereunder. Notwithstanding the foregoing, it is the intention of the Lenders and the Borrower to conform strictly to any applicable usury laws.

Section 7.15 Independent Nature of Rights and Obligations . The rights and obligations of the each Member hereunder are several and not joint with the rights and obligations of any other Person. A Member shall not be responsible in any way for the performance of the obligations of any other Person hereunder, nor shall a Member have the right to enforce the rights or obligations of any other Person hereunder (other than the Corporation). The obligations of a Member hereunder are solely for the benefit of, and shall be enforceable solely by, the Corporation. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Member pursuant hereto or thereto, shall be deemed to constitute the Members acting as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Members are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby, and the Corporation acknowledges that the Members are not acting in concert or as a group and will not

assert any such claim with respect to such rights or obligations or the transactions contemplated hereby.

Section 7.16 LLC Agreement . This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

Section 7.17 Management Representative . By executing this Agreement, each of the Members (other than ML Acquisition and Crestview) shall be deemed to have irrevocably constituted and appointed Thomas F. Wolfe (in the capacity described in this Section 7.17 and each successor as provided below, the “ Management Representative ”) as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such Members which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) giving or agreeing to, on behalf of such Members, any and all consents, waivers, amendments or modifications deemed by the Management Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions Management Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) negotiating and compromising, on behalf of such Members, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Members, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. If the Management Representative is unable or unwilling to so serve, then the Members (other than ML Acquisition and Crestview), as applicable, holding a majority of the common units owned by such Members outstanding on the date hereof, shall elect a new Management Representative. To the fullest extent permitted by law, none of the Management Representative, any of its Affiliates, or any of the Management Representative’s or Affiliate’s directors, officers, employees or other agents (each a “ Covered Person ”) shall be liable, responsible or accountable in damages or otherwise to any Member, the LLC or the Corporation for damages arising from any action taken or omitted to be taken by the Management Representative or any other Person with respect to the LLC or the Corporation, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of the LLC or the Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall have no liability to the LLC, the Corporation or the

Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

[ Signature Page Follows This Page ]

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.

	CORPORATION:

		CAMPING WORLD HOLDINGS, INC.

		By:

		Name:
		Title:

	THE LLC:

		CWGS ENTERPRISES, LLC

		By:

		Name:
		Title:

	MEMBERS:








	MANAGEMENT REPRESENTATIVE:

Exhibit A

Exhibit A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of , 20 (this “ Joinder ”), is delivered pursuant to that certain Tax Receivable Agreement, dated as of November 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Tax Receivable Agreement ”) by and among Camping World Holdings, Inc., a Delaware corporation (the “ Corporation ”), the Camping World Enterprises, LLC, a Delaware limited liability company (“ the LLC ”), and each of the Members from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.

1. Joinder to the Tax Receivable Agreement . Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation, the undersigned hereby is and hereafter will be a Member under the Tax Receivable Agreement and a Party thereto, with all the rights, privileges and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the terms of the Tax Receivable Agreement as if it had been a signatory thereto as of the date thereof.

2. Incorporation by Reference . All terms and conditions of the Tax Receivable Agreement are hereby incorporated by reference in this Joinder as if set forth herein in full.

3. Address . All notices under the Tax Receivable Agreement to the undersigned shall be direct to:

[Name]
[Address]
[City, State, Zip Code]
Attn:
Facsimile:
E-mail:

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Joinder as of the day and year first above written.

	[NAME OF NEW PARTY]


	By:
	Name:
	Title:

Acknowledged and agreed
as of the date first set forth above:

CAMPING WORLD HOLDINGS, INC.

By:
Name:
Title:

Exhibit 10.3

CWGS ENTERPRISES, LLC

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [ · ], 2016

THE COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS

		Page

Article I. DEFINITIONS		3

Article II. ORGANIZATIONAL MATTERS		13

Section 2.01	Formation of Company	13
Section 2.02	Amended and Restated Limited Liability Company Agreement	13
Section 2.03	Name	14
Section 2.04	Purpose	14
Section 2.05	Principal Office; Registered Office	14
Section 2.06	Term	14
Section 2.07	No State-Law Partnership	14

Article III. MEMBERS; UNITS; CAPITALIZATION		15

Section 3.01	Members	15
Section 3.02	Units	15
Section 3.03	Recapitalization; the Corporation’s Capital Contribution; the Corporation’s Purchase of Common Units; Member Distribution	16
Section 3.04	Authorization and Issuance of Additional Units	16
Section 3.05	Repurchase or Redemption of shares of Class A Common Stock	17
Section 3.06	Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units	17
Section 3.07	Negative Capital Accounts	18
Section 3.08	No Withdrawal	18
Section 3.09	Loans From Members	18
Section 3.10	Corporate Stock Option Plans and Equity Plans	18
Section 3.11	Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan	21

Article IV. DISTRIBUTIONS		21

Section 4.01	Distributions	21

Article V. CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS		23

Section 5.01	Capital Accounts	23
Section 5.02	Allocations	24
Section 5.03	Regulatory Allocations	24
Section 5.04	Final Allocations	25
Section 5.05	Tax Allocations	26
Section 5.06	Indemnification and Reimbursement for Payments on Behalf of a Member	26

Article VI. MANAGEMENT		27

Section 6.01	Authority of Manager	27
Section 6.02	Actions of the Manager	28
Section 6.03	Resignation; No Removal	28
Section 6.04	Vacancies	28
Section 6.05	Transactions Between Company and Manager	28
Section 6.06	Reimbursement for Expenses	28
Section 6.07	Delegation of Authority	29
Section 6.08	Limitation of Liability of Manager	29
Section 6.09	Investment Company Act	30
Section 6.10	Outside Activities of the Manager	30

Article VII. RIGHTS AND OBLIGATIONS OF MEMBERS AND MANAGER		31

Section 7.01	Limitation of Liability and Duties of Members	31
Section 7.02	Lack of Authority	32
Section 7.03	No Right of Partition	32
Section 7.04	Indemnification	32
Section 7.05	Members Right to Act	33
Section 7.06	Inspection Rights	34

Article VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS		34

Section 8.01	Records and Accounting	34
Section 8.02	Fiscal Year	35

Article IX. TAX MATTERS		35

Section 9.01	Preparation of Tax Returns	35
Section 9.02	Tax Elections	35
Section 9.03	Tax Controversies	35

Article X. RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHTS		36

Section 10.01	Transfers by Members	36
Section 10.02	Permitted Transfers	37
Section 10.03	Restricted Units Legend	37
Section 10.04	Transfer	38
Section 10.05	Assignee’s Rights	38
Section 10.06	Assignor’s Rights and Obligations	38
Section 10.07	Overriding Provisions	39
Section 10.08	Spousal Consent	40
Section 10.09	Drag-Along Rights	40

Article XI. REDEMPTION AND EXCHANGE RIGHTS		41

Section 11.01	Redemption Right of a Member	41

iii

Section 11.02	Election and Contribution of the Corporation	44
Section 11.03	Exchange Right of the Corporation	45
Section 11.04	Reservation of shares of Class A Common Stock; Listing; Certificate of the Corporation	45
Section 11.05	Effect of Exercise of Redemption or Exchange Right	46
Section 11.06	Tax Treatment	46

Article XII. ADMISSION OF MEMBERS		46

Section 12.01	Substituted Members	46
Section 12.02	Additional Members	46

Article XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS		46

Section 13.01	Withdrawal and Resignation of Members	46

Article XIV. DISSOLUTION AND LIQUIDATION		47

Section 14.01	Dissolution	47
Section 14.02	Winding up and Termination	47
Section 14.03	Deferment; Distribution in Kind	48
Section 14.04	Cancellation of Certificate	48
Section 14.05	Reasonable Time for Winding Up	48
Section 14.06	Return of Capital	49

Article XV. VALUATION		49

Section 15.01	Determination	49

Article XVI. GENERAL PROVISIONS		49

Section 16.01	Power of Attorney	49
Section 16.02	Confidentiality	50
Section 16.03	Amendments	51
Section 16.04	Title to Company Assets	51
Section 16.05	Addresses and Notices	52
Section 16.06	Binding Effect; Intended Beneficiaries	52
Section 16.07	Creditors	52
Section 16.08	Waiver	53
Section 16.09	Counterparts	53
Section 16.10	Applicable Law	53
Section 16.11	Severability	53
Section 16.12	Further Action	53
Section 16.13	Delivery by Electronic Transmission	53
Section 16.14	Right of Offset	54
Section 16.15	Entire Agreement	54
Section 16.16	Remedies	54
Section 16.17	Descriptive Headings; Interpretation	54

Schedules

Schedule 1	–	Schedule of Pre-IPO Members
Schedule 2		Schedule of Effective Date Members

Exhibits

Exhibit A

–

Form of Joinder Agreement

CWGS ENTERPRISES, LLC

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “ Agreement ”), dated as of [ · ], 2016 (the “ Effective Time ”), is entered into by and among CWGS Enterprises, LLC, a Delaware limited liability company (the “ Company ”), and its Members (as defined herein).

RECITALS

WHEREAS, unless the context otherwise requires, capitalized terms have the respective meanings ascribed to them in Section 1.1 ;

WHEREAS, the Company was formed as a limited liability company with the name “CWGS Enterprises, LLC”, pursuant to and in accordance with the Delaware Act by the filing of the Certificate with the Secretary of State of the State of Delaware pursuant to Section 18-201 of the Delaware Act on February 9, 2011;

WHEREAS, the Company entered into a Limited Liability Company Agreement of the Company, dated as of March 2, 2011, as amended by (i) the First Amendment to the Limited Liability Company Agreement of the Company, dated as of August 12, 2013, (ii) the Second Amendment to the Limited Liability Company Agreement of the Company, dated as of September 30, 2014, (iii) the Third Amendment to the Limited Liability Company Agreement, dated as of January 1, 2015 and (iv) the Fourth Amendment to the Limited Liability Company Agreement of the Company, dated as of April 15, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, together with all schedules, exhibits and annexes thereto, the “ Initial LLC Agreement ”), which the parties listed on Schedule 1 hereto have executed in their capacity as members (including pursuant to consent and joinders thereto) (collectively, the “ Pre-IPO Members ”);

WHEREAS, the Pre-IPO Members, prior to the date hereof, hold Common Units, Preferred Units and Profits Units (each as defined in Section 3.3 of the Initial LLC Agreement, respectively, the “ Original Common Units ”, the “ Original Preferred Units ” and the “ Original Profit Units ”, and collectively, the “ Original Units ”) of the Company;

WHEREAS, the Company and the Pre-IPO Members desire to have Camping World Holdings, Inc., a Delaware corporation (the “ Corporation ”), effect an initial public offering (the “ IPO ”) of shares of its Class A common stock, par value $0.01 (the “ Class A Common Stock ”), and in connection therewith, to amend and restate the Initial LLC Agreement as of the Effective Time to reflect (a) a recapitalization of the Company and the associated split in the number of Units then outstanding (the “ Recapitalization ”), (b) the addition of the Corporation as a Member in the Company and its designation as sole Manager of the Company, and (c) the rights and

obligations of the Members of the Company that are enumerated and agreed upon in the terms of this Agreement effective as of the Effective Time, at which time the Initial LLC Agreement shall be superseded entirely by this Agreement;

WHEREAS, in connection with the Recapitalization and as of the Effective Time, the Original Units of each Pre-IPO Member will be converted into Common Units as set forth herein;

WHEREAS, the parties listed on the Schedule of Members are the Members as of the Effective Time and after giving effect to the Recapitalization and completion of the Blocker Roll Up (as defined below) (the “ Effective Date Members ”);

WHEREAS, (i) prior to the Effective Time (1) Crestview distributed a portion of its Original Preferred Units to the Crestview Equityholders and each of the Crestview Equityholders was admitted as a Substituted Member with respect to the Original Preferred Units it received in such distribution, (2) the Crestview Equityholders in turn distributed the Original Preferred Units so received to the Crestview GP and to the Blocker Corps, and the Crestview GP and each of the Blocker Corps has been admitted each as a Substituted Member with respect to the Common Units, (3) the Crestview Parents contributed all of their respective interests in the Blocker Corps to the Crestview Equityholders and (4) the Crestview Equityholders contributed their respective interests in the Blocker Corps to Crestview II, (ii) immediately after the Effective Time and the recapitalization contemplated hereby, and prior to the IPO, a subsidiary of the Corporation will merge with and into each Blocker Corp, with each Blocker Corp surviving and Crestview II receiving Class A Common Stock in exchange for all of its equity interests in the Blocker Corps, and thereafter each Blocker Corp will merge with and into a wholly-owned limited liability company subsidiary of the Corporation (the “ LLC Holdco ”) pursuant to which the LLC Holdco will survive and will be admitted as a Substitute Member with respect to the Common Units held by the Blocker Corps immediately prior to such merger, in each case, pursuant to an integrated plan that is intended to be treated as a reorganization within the meaning of Section 368(a) of the Code and (iii) immediately after the Effective Time and the recapitalization contemplated hereby, and concurrently with the transactions contemplated in paragraph (ii), the Crestview GP will exchange its Common Units for shares of Class A Common Stock, and will contribute such shares of Class A Common Stock to the Crestview Equityholders, which in turn will contribute such shares of Class A Common Stock to Crestview II (the transactions described in clauses (i), (ii) and (iii), collectively, the “ Blocker Roll Up ”);

WHEREAS, except for the Over-Allotment Option, the Corporation will sell shares of its Class A Common Stock to public investors in the IPO and will use the net proceeds received from the IPO (the “ IPO Net Proceeds ”) to pay for the Common Units from the Company pursuant to the IPO Common Unit Subscription Agreement; and

WHEREAS, the Corporation may issue additional shares of Class A Common Stock in connection with the IPO as a result of the exercise by the underwriters of their over-allotment option (the “ Over-Allotment Option ”) and, if the Over-Allotment Option is exercised in whole or in part, any additional net proceeds (the “ Over-Allotment Option Net Proceeds ”) shall be used by the Corporation to purchase additional newly issued Common Units from the Company pursuant to the IPO Common Unit Subscription Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Members, intending to be legally bound, hereby agree as follows:

ARTICLE I.
DEFINITIONS

The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary.

“ Additional Member ” has the meaning set forth in Section 12.02 .

“ Adjusted Capital Account Deficit ” means with respect to the Capital Account of any Member as of the end of any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this purpose, such Member’s Capital Account balance shall be:

(a) reduced for any items described in Treasury Regulation Section 1.704- 1(b)(2)(ii)(d)(4), (5), and (6); and

(b) increased for any amount such Member is obligated to contribute or is treated as being obligated to contribute to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to minimum gain).

“ Admission Date ” has the meaning set forth in Section 10.06 .

“ Affiliate ” (and, with a correlative meaning, “ Affiliated ”) means, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. As used in this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement).

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Approved Qualified Transaction ” has the meaning set forth in Section 10.09(a) .

“ Assignee ” means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XII .

“ Assumed Tax Liability ” means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member for full or partial Fiscal Years commencing on or after January 1, 2016, less prior losses of the Company allocated to such Member for full or partial Fiscal Years commencing on or after January 1, 2016, in each case, as determined by the

Manager over (ii) the sum of (A) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and (B) tax distributions made to such Member (or such Member’s predecessor) pursuant to the Initial LLC Agreement with respect to the Fiscal Year commencing on January 1, 2016 (without regard to any adjustments to such tax distributions relating to tax distributions made with respect to any Fiscal Year ending prior the January 1, 2016), including such tax distributions made pursuant to Section 4.01(b)(v) ; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Section 743(b) of the Code and (y) shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year.

“ Base Rate ” means, on any date, a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks.

“ Binding Sale Agreement ” has the meaning set forth in Section 11.01(b) .

“ Black-Out Period ” means any “black-out” or similar period under the Corporation’s policies covering trading in the Corporation’s securities to which the applicable Redeeming Member is subject (or will be subject at such time as it owns Class A Common Stock), which period restricts the ability of such Redeeming Member to immediately resell shares of Class A Common Stock to be delivered to such Redeeming Member in connection with a Share Settlement.

“ Blocker Corps ” means [Crestview II CWGS (OS), LLC, Crestview II CWGS (FF OS), LLC, Crestview II CWGS (TE), LLC and Crestview Partners II CWGS (892), LLC, each of them, a Delaware limited liability company].

“ Blocker Roll Up ” has the meaning set forth in the recitals to this Agreement.

“ Book Value ” means, with respect to any Company property, the Company’s adjusted basis for U.S. federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulation Section 1.704-1(b)(2)(iv)(d)-(g).

“ Business Day ” means any day other than a Saturday or a Sunday or a day on which banks located in New York City, New York generally are authorized or required by Law to close.

“ Capital Account ” means the capital account maintained for a Member in accordance with Section 5.01 .

“ Capital Contribution ” means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof.

“ Cash Settlement ” means immediately available funds in U.S. dollars in an amount equal to the Redeemed Units Equivalent.

“ Certificate ” means the Company’s Certificate of Formation as filed with the Secretary of State of Delaware, as amended or amended and restated from time to time.

“ Class A Common Stock ” has the meaning set forth in the recitals to this Agreement.

“ Class B Common Stock ” means the shares of Class B Common Stock, par value $0.01 per share, of the Corporation.

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Common Unit ” means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement.

“ Common Unit Redemption Price ” means the arithmetic average of the volume weighted average prices for a share of Class A Common Stock (or any class of stock into which it has been converted) on the principal U.S. securities exchange or automated or electronic quotation system on which the Class A Common Stock trades, as reported by Bloomberg, L.P., or its successor, for each of the five (5) consecutive full Trading Days ending on and including the last full Trading Day immediately prior to the Redemption Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Class A Common Stock. If the Class A Common Stock no longer trades on a securities exchange or automated or electronic quotation system, then the Manager shall determine the Common Unit Redemption Price in good faith.

“ Common Unitholder ” means a Member who is the registered holder of Common Units.

“ Company ” has the meaning set forth in the preamble to this Agreement.

“ Company Interest ” means the interest of a Member in Profits, Losses and Distributions.

“ Contribution Notice ” has the meaning set forth in Section 11.01(b) .

“ Corporate Board ” means the Board of Directors of the Corporation.

“ Corporate Incentive Award Plan ” means the 2016 Incentive Award Plan, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ Corporation ” has the meaning set forth in the recitals to this Agreement, together with its successors and assigns.

“ Credit Agreements ” means any promissory note, mortgage, loan agreement, indenture or similar instrument or agreement to which the Company or any of its Subsidiaries is or becomes a borrower, as such instruments or agreements may be amended, restated, supplemented or otherwise modified from time to time and including any one or more refinancing or replacements thereof, in whole or in part, with any other debt facility or debt

obligation, for as long as the payee or creditor to whom the Company or any of its Subsidiaries owes such obligation is not an Affiliate of the Company.

“ Crestview ” means CVRV Acquisition LLC, a Delaware limited liability company, and its Permitted Transferees.

“ Crestview II ” means CVRV Acquisition II LLC, a Delaware limited liability company, and its Permitted Transferees.

“ Crestview Equityholders ” means Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P., Crestview Holdings II (TE 2), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P.

“ Crestview GP ” means Crestview Partners II GP, L.P., a Delaware limited partnership.

“ Crestview Parent ” means Crestview Partners II CWGS (Cayman), L.P., Crestview Partners II CWGS (FF Cayman), L.P., Crestview Partners II (TE), L.P. and Crestview Partners II (892), L.P.

“ Delaware Act ” means the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq. , as it may be amended from time to time, and any successor thereto.

“ Direct Exchange ” has the meaning set forth in Section 11.03(a) .

“ Distributable Cash ” means, as of any relevant date on which a determination is being made by the Manager regarding a potential distribution pursuant to Section 4.01(a) , the amount of cash that could be distributed by the Company for such purposes in accordance with the Credit Agreements (and without otherwise violating any applicable provisions of any of the Credit Agreements).

“ Distribution ” (and, with a correlative meaning, “ Distribute ”) means each distribution made by the Company to a Member with respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however , that none of the following shall be a Distribution: (a) any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units or (b) any other payment made by the Company to a Member that is not properly treated as a “distribution” for purposes of Sections 731, 732, or 733 or other applicable provisions of the Code.

“ Distribution Tax Rate ” means a rate equal to the highest effective marginal combined federal, state and local income tax rate for a Fiscal Year applicable to corporate or individual taxpayers that may potentially apply to any Member for such Fiscal Year, taking into account the character of the relevant tax items (e.g., ordinary or capital) and the deductibility of state and local income taxes for federal income tax purposes, as reasonably determined by the Manager.

“ Drag-Along Amount ” has the meaning set forth in Section 10.09(b) .

“ Drag-Along Notice ” has the meaning set forth in Section 10.09(b) .

“ Drag-Along Right ” has the meaning set forth in Section 10.09(a) .

“ Drag Price ” has the meaning set forth in Section 10.09(a) .

“ Effective Date Members ” has the meaning set forth in the recitals to this Agreement.

“ Effective Time ” has the meaning set forth in the preamble to this Agreement.

“ Equity Plan ” means any stock or equity purchase plan, restricted stock or equity plan or other similar equity compensation plan now or hereafter adopted by the Company or the Corporation.

“ Equity Securities ” means (a) Units or other equity interests in the Company or any Subsidiary of the Company (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by the Manager pursuant to the provisions of this Agreement, including rights, powers and/or duties senior to existing classes and groups of Units and other equity interests in the Company or any Subsidiary of the Company), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Company or any Subsidiary of the Company, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Company or any Subsidiary of the Company.

“ Event of Withdrawal ” means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the Company. “Event of Withdrawal” shall not include an event that (a) terminates the existence of a Member for income tax purposes (including, without limitation, (i) a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, (ii) termination of a partnership pursuant to Code Section 708(b)(1)(B), (iii) a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or (iv) merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member) but that (b) does not terminate the existence of such Member under applicable state law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Company Interests of such trust that is a Member).

“ Exchange Election Notice ” has the meaning set forth in Section 11.03(b) .

“ Fair Market Value ” means, with respect to any asset, its fair market value determined according to Article XV .

“ Fiscal Period ” means any interim accounting period within a Taxable Year established by the Manager and which is permitted or required by Section 706 of the Code.

“ Fiscal Year ” means the Company’s annual accounting period established pursuant to Section 8.02 .

“ Governmental Entity ” means (a) the United States of America, (b) any other sovereign nation, (c) any state, province, district, territory or other political subdivision of (a) or (b) of this definition, including any county, municipal or other local subdivision of the foregoing, or (d) any entity exercising executive, legislative, judicial, regulatory or administrative functions of government on behalf of (a), (b) or (c) of this definition.

“ Indemnified Person ” has the meaning set forth in Section 7.04(a) .

“ Initial LLC Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Investment Company Act ” means the U.S. Investment Company Act of 1940, as amended from time to time.

“ IPO ” has the meaning set forth in the recitals to this Agreement.

“ IPO Common Unit Subscription ” has the meaning set forth in Section 3.03(b) .

“ IPO Common Unit Subscription Agreement ” means that certain Common Unit Subscription Agreement, dated as of the date hereof, by and between the Corporation and the Company.

“ IPO Net Proceeds ” has the meaning set forth in the recitals to this Agreement.

“ Joinder ” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.

“ Law ” means all laws, statutes, ordinances, rules and regulations of the United States, any foreign country and each state, commonwealth, city, county, municipality, regulatory body, agency or other political subdivision thereof.

“ liquidator ” has the meaning set forth in Section 14.02 .

“ LLC Employee ” means an employee of, or other service provider to, the Company or any Subsidiary, in each case acting in such capacity.

“ LLC Holdco ” has the meaning set forth in the recitals to this Agreement.

“ Losses ” means items of Company loss or deduction determined according to Section 5.01(b) .

“ Manager ” has the meaning set forth in Section 6.01 .

“ Market Price ” means, with respect to a share of Class A Common Stock as of a specified date, the last sale price per share of Class A Common Stock, regular way, or if no such sale took place on such day, the average of the closing bid and asked prices per share of Class A Common Stock, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Stock Exchange or, if the Class A Common Stock is not listed or admitted to trading on the Stock Exchange, as

reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if the Class A Common Stock is not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in shares of Class A Common Stock selected by the Corporate Board or, in the event that no trading price is available for the shares of Class A Common Stock, the fair market value of a share of Class A Common Stock, as determined in good faith by the Corporate Board.

“ Member ” means, as of any date of determination, (a) each of the members named on the Schedule of Members and (b) any Person admitted to the Company as a Substituted Member or Additional Member in accordance with Article XII and the Delaware Act, but in each case only so long as such Person is shown on the Company’s books and records as the owner of one or more Units. The Members shall constitute a single class or group of members for purposes of the Delaware Act.

“ Minimum Gain ” means “partnership minimum gain” determined pursuant to Treasury Regulation Section 1.704-2(d).

“ ML Related Parties ” has the meaning set forth in the Corporation’s certificate of incorporation, as amended.

“ ML RV Group ” has the meaning set forth in the Corporation’s certificate of incorporation, as amended.

“ Net Loss ” means, with respect to a Fiscal Year, the excess if any, of Losses for such Fiscal Year over Profits for such Fiscal Year (excluding Profits and Losses specially allocated pursuant to Section 5.03 and Section 5.04 ).

“ Net Profit ” means, with respect to a Fiscal Year, the excess if any, of Profits for such Fiscal Year over Losses for such Fiscal Year (excluding Profits and Losses specially allocated pursuant to Section 5.03 and Section 5.04 ).

“ Officer ” has the meaning set forth in Section 6.01(b) .

“ Optionee ” means a Person to whom a stock option is granted under any Stock Option Plan.

“ Original Common Units ” has the meaning set forth in the recitals to this Agreement.

“ Original Preferred Units ” has the meaning set forth in the recitals to this Agreement.

“ Original Profit Units ” has the meaning set forth in the recitals to this Agreement.

“ Original Units ” has the meaning set forth in the recitals to this Agreement.

“ Other Agreements ” has the meaning set forth in Section 10.04 .

“ Over-Allotment Option ” has the meaning set forth in the recitals to this Agreement.

“ Over-Allotment Option Net Proceeds ” has the meaning set forth in the recitals to this Agreement.

“ Partnership Representative ” has the meaning set forth in Section 9.03(b) .

“ Percentage Interest ” means, as among an individual class of Units and with respect to a Member at a particular time, such Member’s percentage interest in the Company determined by dividing such Member’s Units of such class by the total Units of all Members of such class at such time. The Percentage Interest of each member shall be calculated to the 4 th decimal place.

“ Permitted Transfer ” has the meaning set forth in Section 10.02 .

“ Permitted Transferee ” has the meaning set forth in Section 10.02 .

“ Person ” means an individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture or any other organization or entity, whether or not a legal entity.

“ Pre-IPO Members ” has the meaning set forth in the recitals to this Agreement.

“ Pro rata ,” “ pro rata portion ,” “ according to their interests ,” “ ratably ,” “ proportionately ,” “ proportional ,” “ in proportion to ,” “ based on the number of Units held ,” “ based upon the percentage of Units held ,” “ based upon the number of Units outstanding ,” and other terms with similar meanings, when used in the context of a number of Units of the Company relative to other Units, means as amongst an individual class of Units, pro rata based upon the number of such Units within such class of Units.

“ Profits ” means items of Company income and gain determined according to Section 5.01(b) .

“ Qualified Transaction ” means a bona fide negotiated transaction or series of related transactions pursuant to which the Corporation consolidates with or merges into any other Person or any other Person consolidates with or merges into the Corporation or any tender offer or share issuance or similar business combination transaction involving the Corporation, unless (i) after the consummation of such transaction, the ML Related Parties and the ML RV Group will continue to be entitled to the number of votes necessary such that each of the ML Related Parties, in the aggregate, and the ML RV Group cast forty seven percent (47%) and five percent (5%), respectively, of the total votes eligible to be cast by all stockholders of the Corporation on all matters presented to a vote of the stockholder of the Corporation generally or (ii) in the event that at the time of the approval of such transaction the ML Related Parties and the ML RV Group are no longer entitled to the number of votes necessary such that each of the ML Related Parties, in the aggregate, and the ML RV Group cast forty seven percent (47%) and five percent (5%),

respectively, of the total votes eligible to be cast by all stockholders of the Corporation on all matters presented to a vote of the stockholder of the Corporation generally, holders of shares of Class A Common Stock, Class B Common Stock or any other equity securities issued by the Corporation, immediately before such transaction continue to own, directly or indirectly, at least a majority of the combined voting power of the outstanding voting securities of the Person resulting from such transaction in substantially the same proportion as their ownership of the outstanding securities entitled to vote generally in elections of directors of the Corporation immediately before such transaction.

“ Quarterly Tax Distribution ” has the meaning set forth in Section 4.01(b)(i) .

“ Recapitalization ” has the meaning set forth in the recitals to this Agreement.

“ Redeemed Units ” has the meaning set forth in Section 11.01(a) .

“ Redeemed Units Equivalent ” means the product of (a) the applicable number of Redeemed Units, times (b) the Common Unit Redemption Price.

“ Redeeming Member ” has the meaning set forth in Section 11.01(a) .

“ Redemption ” has the meaning set forth in Section 11.01(a) .

“ Redemption Date ” has the meaning set forth in Section 11.01(a) .

“ Redemption Notice ” has the meaning set forth in Section 11.01(a) .

“ Redemption Right ” has the meaning set forth in Section 11.01(a) .

“ Registration Rights Agreement ” means that certain Registration Rights Agreement, dated as of the date hereof, by and among the Corporation and the Effective Date Members (together with any joinder thereto from time to time by any successor or assign to any party to such agreement).

“ Required Member ” has the meaning set forth in Section 10.09 .

“ Retraction Notice ” has the meaning set forth in Section 11.01(c) .

“ Revised Partnership Audit Provisions ” means Section 1101 of Title XI (Revenue Provisions Related to Tax Compliance) of the Bipartisan Budget Act of 2015, H.R. 1314, Public Law Number 114-74.

“ Schedule of Members ” has the meaning set forth in Section 3.01(b) .

“ SEC ” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any

reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of future Law.

“ Share Settlement ” means a number of shares of Class A Common Stock equal to the number of Redeemed Units.

“ Sponsor Person ” has the meaning set forth in Section 7.04(d) .

“ Stock Exchange ” means the New York Stock Exchange.

“ Stock Option Plan ” means any stock option plan now or hereafter adopted by the Company or by the Corporation, including the Corporate Incentive Award Plan.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the voting interests thereof are at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, references to a “Subsidiary” of the Company shall be given effect only at such times that the Company has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

“ Substituted Member ” means a Person that is admitted as a Member to the Company pursuant to Section 12.01 .

“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) .

“ Tax Matters Partner ” has the meaning set forth in Section 9.03(a) .

“ Tax Receivable Agreement ” means that certain Tax Receivable Agreement, dated as the date hereof, by and among the Corporation, on the one hand, and the Effective Date Members, on the other hand (together with any joinder thereto from time to time by any successor or assign to any party to such agreement).

“ Taxable Year ” means the Company’s accounting period for U.S. federal income tax purposes determined pursuant to Section 9.02 .

“ Trading Day ” means a day on which the Stock Exchange or such other principal United States securities exchange on which the Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“ Transfer ” (and, with a correlative meaning, “ Transferring ”) means any sale, transfer, assignment, redemption, pledge, encumbrance or other disposition of (whether directly or

indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of Law) (a) any interest (legal or beneficial) in any Equity Securities or (b) any equity or other interest (legal or beneficial) in any Member if substantially all of the assets of such Member consist solely of Units.

“ Treasury Regulations ” means the tax regulations promulgated under the Code and any corresponding provisions of succeeding regulations.

“ Underwriting Agreement ” means the Underwriting Agreement, dated as of [ · ], 2016, by and among the Corporation, the Company and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representative of the several underwriters named therein

“ Unit ” means a Company Interest of a Member or a permitted Assignee in the Company representing a fractional part of the Company Interests of all Members and Assignees as may be established by the Manager from time to time in accordance with Section 3.02 ; provided, however , that any class or group of Units issued shall have the relative rights, powers and duties set forth in this Agreement, and the Company Interest represented by such class or group of Units shall be determined in accordance with such relative rights, powers and duties.

“ Unitholder ” means a Common Unitholder and any Member who is the registered holder of any other class of Units, if any.

“ Unvested Corporate Shares ” means shares of Class A Common Stock issued pursuant to awards granted under the Corporate Incentive Award Plan that are not Vested Corporate Shares.

“ Value ” means (a) for any Stock Option Plan, the Market Price for the Trading Day immediately preceding the date of exercise of a stock option under such Stock Option Plan and (b) for any Equity Plan other than a Stock Option Plan, the Market Price for the Trading Day immediately preceding the Vesting Date.

“ Vested Corporate Shares ” means the shares of Class A Common Stock issued pursuant to awards granted under the Corporate Incentive Award Plan that are vested pursuant to the terms thereof or any award or similar agreement relating thereto.

“ Vesting Date ” has the meaning set forth in Section 3.10(c)(ii) .

“ Voting Agreement ” has the meaning set forth in Section 3.02 .

ARTICLE II.
ORGANIZATIONAL MATTERS

Section 2.01 Formation of Company . The Company was formed on February 9, 2011 pursuant to the provisions of the Delaware Act.

Section 2.02 Amended and Restated Limited Liability Company Agreement . The Members hereby execute this Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act.

The Members hereby agree that during the term of the Company set forth in Section 2.06 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement. Neither any Member nor the Manager nor any other Person shall have appraisal rights with respect to any Company Interests (including any Units).

Section 2.03 Name . The name of the Company shall be “CWGS Enterprises, LLC.” The Manager in its sole discretion may change the name of the Company at any time and from time to time. Notification of any such change shall be given to all of the Members and, to the extent practicable, to all of the holders of any Equity Securities then outstanding. The Company’s business may be conducted under its name and/or any other name or names deemed advisable by the Manager.

Section 2.04 Purpose . The primary business and purpose of the Company shall be to engage in such activities as are permitted under the Delaware Act and determined from time to time by the Manager in accordance with the terms and conditions of this Agreement.

Section 2.05 Principal Office; Registered Office . The principal office of the Company shall be at 250 Parkway Drive, Suite 270, Lincolnshire, IL 60048 or such other place as the Manager may from time to time designate. The address of the registered office of the Company in the State of Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and the registered agent for service of process on the Company in the State of Delaware at such registered office shall be The Corporation Trust Company. The Manager may from time to time change the Company’s registered agent and registered office in the State of Delaware.

Section 2.06 Term . The term of the Company commenced upon the filing of the Certificate in accordance with the Delaware Act and shall continue in existence until dissolution of the Company in accordance with the provisions of Article XIV .

Section 2.07 No State-Law Partnership . The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07 , and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

ARTICLE III.
MEMBERS; UNITS; CAPITALIZATION

Section 3.01 Members .

(a) At the Effective Time and concurrently with the IPO Common Unit Subscription and the Blocker Roll Up, the Corporation shall be automatically admitted to the Company as a Member.

(b) The Company shall maintain a schedule setting forth: (i) the name and address of each Member; (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member; (iii) the aggregate amount of cash Capital Contributions that has been made by the Members with respect to their Units; and (iv) the Fair Market Value of any property other than cash contributed by the Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) (such schedule, the “ Schedule of Members ”). The applicable Schedule of Members in effect as of the Effective Time is set forth as Schedule 2 to this Agreement. The Schedule of Members shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act.

(c) No Member shall be required or, except as approved by the Manager pursuant to Section 6.01 and in accordance with the other provisions of this Agreement, permitted to (i) loan any money or property to the Company, (ii) borrow any money or property from the Company or (iii) make any additional Capital Contributions.

Section 3.02 Units . Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Time, the Units will be comprised of a single class of Common Units. To the extent required pursuant to Section 3.04(a) , the Manager may create one or more classes or series of Common Units or preferred Units solely to the extent such new Common Units or preferred Units are in the aggregate substantially equivalent to a class of common stock of the Corporation or class or series of preferred stock of the Corporation; provided that as long as there are any Members (other than the Corporation) (i) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Company Interest if such new class or series of Units had not been created and (ii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units. To the extent required pursuant to Section 3.04(a) or Section 3.10 , as applicable, the Manager may amend this Agreement, without the consent of any Member or any other Person, in

connection with the creation and issuance of such classes or series of Units, subject to Sections 16.03(b) and 16.03(d) hereof and Section 4 of that certain voting agreement, dated as of [ · ], 2016, by and among the Corporation and the other Persons party thereto (the “Voting Agreement ”).

Section 3.03 Recapitalization; the Corporation’s Capital Contribution; the Corporation’s Purchase of Common Units; Member Distribution .

(a) Recapitalization . In connection with the Recapitalization, immediately prior to the Effective Time, the number of Original Common Units, Original Preferred Units and Original Profits Units that were issued and outstanding and held by the Pre-IPO Members prior to the execution and effectiveness of this Agreement set forth opposite to the respective Pre-IPO Member in Schedule 1 are hereby converted into the number of Common Units set forth opposite to the respective Effective Date Member on the Schedule of Members, and such Common Units are hereby issued and outstanding as of the Effective Time and the holders of such Common Units hereby continue as Members.

(b) The Corporation’s Common Unit Agreements . Following the Recapitalization, immediately upon the Effective Time, the Corporation will acquire [ · ] newly issued Common Units in exchange for a portion of the IPO Net Proceeds payable to the Company upon consummation of the IPO pursuant to the IPO Common Unit Subscription Agreement with the Company (the “ IPO Common Unit Subscription ”). The IPO Common Unit Subscription shall be reflected on the Schedule of Members. In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in whole or in part, upon the exercise of the Over-Allotment Option, the Corporation will contribute the Over-Allotment Option Net Proceeds to the Company in exchange for a number of newly issued Common Units equal to the number of shares of Class A Common Stock issued by the Corporation in such exercise of the Over-Allotment Option pursuant to the IPO Common Unit Subscription Agreement, and such issuance of additional Common Units shall be reflected on the Schedule of Members. For the avoidance of doubt, the Corporation shall be admitted as a Member with respect to all Common Units it holds from time to time.

Section 3.04 Authorization and Issuance of Additional Units .

(a) The Company shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) Unvested Corporate Shares, (ii) treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such issuances, transfers,

deliveries or repurchases, the number of outstanding Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Manager shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Manager) are in the aggregate substantially equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class A Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a) .

(b) The Company shall only be permitted to issue additional Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02 , this Section 3.04 , Section 3.10 and Section 3.11 . Subject to the foregoing, the Manager may cause the Company to issue additional Common Units authorized under this Agreement at such times and upon such terms as the Manager shall determine and the Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member.

Section 3.05 Repurchase or Redemption of shares of Class A Common Stock . If, at any time, any shares of Class A Common Stock are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by the Corporation for cash, then the Manager shall cause the Company, immediately prior to such repurchase or redemption of Class A Common Stock, to redeem a corresponding number of Common Units held by the Corporation, at an aggregate redemption price equal to the aggregate purchase or redemption price of the shares of Class A Common Stock being repurchased or redeemed by the Corporation (plus any expenses related thereto) and upon such other terms as are the same for the shares of Class A Common Stock being repurchased or redeemed by the Corporation. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any repurchase or redemption if such repurchase or redemption would violate any applicable Law.

Section 3.06 Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units .

(a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be

signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

(b) If Units are certificated, the Manager may direct that a new certificate representing one or more Units be issued in place of any certificate theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon delivery to the Manager of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Manager may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

(c) Upon surrender to the Company or the transfer agent of the Company, if any, of a certificate for one or more Units, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, in compliance with the provisions hereof, the Company shall issue a new certificate representing one or more Units to the Person entitled thereto, cancel the old certificate and record the transaction upon its books. Subject to the provisions of this Agreement, the Manager may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, Transfer and registration of Units.

Section 3.07 Negative Capital Accounts . No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

Section 3.08 No Withdrawal . No Person shall be entitled to withdraw any part of such Person’s Capital Contribution or Capital Account or to receive any Distribution from the Company, except as expressly provided in this Agreement.

Section 3.09 Loans From Members . Loans by Members to the Company shall not be considered Capital Contributions. Subject to the provisions of Section 3.01(c) , the amount of any such advances shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions upon which such advances are made.

Section 3.10 Corporate Stock Option Plans and Equity Plans .

(a) Options Granted to Persons other than LLC Employees . If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted over shares of Class A Common Stock to a Person other than an LLC Employee is duly exercised:

(i) The Corporation shall, as soon as practicable after such exercise, make a Capital Contribution to the Company in an amount equal to the exercise price paid to the

Corporation by such exercising Person in connection with the exercise of such stock option.

(ii) Notwithstanding the amount of the Capital Contribution actually made pursuant to Section 3.10(a)(i) , the Corporation shall be deemed to have contributed to the Company as a Capital Contribution, in lieu of the Capital Contribution actually made and in consideration of additional Common Units, an amount equal to the Value of a share of Class A Common Stock as of the date of such exercise multiplied by the number of shares of Class A Common Stock then being issued by the Corporation in connection with the exercise of such stock option.

(iii) The Corporation shall receive in exchange for such Capital Contributions (as deemed made under Section 3.10(a)(ii) ), a corresponding number of Units of a class correlative to the class of Equity Securities for which such stock options were granted.

(b) Options Granted to LLC Employees . If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted over shares of Class A Common Stock to an LLC Employee is duly exercised:

(i) The Corporation shall sell to the Optionee, and the Optionee shall purchase from the Corporation, for a cash price per share equal to the Value of a share of Class A Common Stock at the time of the exercise, the number of shares of Class A Common Stock equal to the quotient of (x) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (y) the Value of a share of Class A Common Stock at the time of such exercise.

(ii) The Corporation shall sell to the Company (or if the Optionee is an employee of, or other service provider to, a Subsidiary, the Corporation shall sell to such Subsidiary), and the Company (or such Subsidiary, as applicable) shall purchase from the Corporation, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option is being exercised over (y) the number of shares of Class A Common Stock sold pursuant to Section 3.10(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Company (or such Subsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option.

(iii) The Company shall transfer to the Optionee (or if the Optionee is an employee of, or other service provider to, a Subsidiary, the Subsidiary shall transfer to the Optionee) at no additional cost to such LLC Employee and as additional compensation (and not a distribution) to such LLC Employee, the number of shares of Class A Common Stock described in Section 3.10(b)(ii) .

(iv) The Corporation shall, as soon as practicable after such exercise, make a Capital Contribution to the Company in an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Corporation in connection with the exercise of such stock option.

The Corporation shall receive for such Capital Contribution, a number of Units equal to the number of shares of Class A Common Stock for which such option was exercised.

(c) Restricted Stock Granted to LLC Employees . If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any shares of Class A Common Stock are issued to an LLC Employee (including any shares of Class A Common Stock that are subject to forfeiture in the event such LLC Employee terminates his or her employment with the Company or any Subsidiary) in consideration for services performed for the Company or any Subsidiary:

(i) The Corporation shall issue such number of shares of Class A Common Stock as are to be issued to such LLC Employee in accordance with the Equity Plan;

(ii) On the date (such date, the “ Vesting Date ”) that the Value of such shares is includible in taxable income of such LLC Employee, the following events will be deemed to have occurred: (1) the Corporation shall be deemed to have sold such shares of Class A Common Stock to the Company (or if such LLC Employee is an employee of, or other service provider to, a Subsidiary, to such Subsidiary) for a purchase price equal to the Value of such shares of Class A Common Stock, (2) the Company (or such Subsidiary) shall be deemed to have delivered such shares of Class A Common Stock to such LLC Employee, (3) the Corporation shall be deemed to have contributed the purchase price for such shares of Class A Common Stock to the Company as a Capital Contribution, and (4) in the case where such LLC Employee is an employee of a Subsidiary, the Company shall be deemed to have contributed such amount to the capital of the Subsidiary; and

(iii) The Company shall issue to the Corporation on the Vesting Date a number of Units equal to the number of shares of Class A Common Stock issued under Section 3.10(c)(i) in consideration for a Capital Contribution that the Corporation is deemed to make to the Company pursuant to clause (3) of Section 3.10(c)(ii) above.

(d) Future Stock Incentive Plans . Nothing in this Agreement shall be construed or applied to preclude or restrain the Corporation from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of the Corporation, the Company or any of their respective Affiliates. The Members acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by the Corporation, amendments to this Section 3.10 may become necessary or advisable and that any approval or consent to any such amendments requested by the Corporation shall be deemed granted by the Manager and the Members, as applicable, without the requirement of any further consent or acknowledgement of any other Member.

(e) Anti-dilution adjustments. For all purposes of this Section 3.10 , the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

Section 3.11 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan . Except as may otherwise be provided in this Article III , all amounts received or deemed received by the Corporation in respect of any dividend reinvestment plan, cash option purchase plan, stock incentive or other stock or subscription plan or agreement, either (a) shall be utilized by the Corporation to effect open market purchases of shares of Class A Common Stock, or (b) if the Corporation elects instead to issue new shares of Class A Common Stock with respect to such amounts, shall be contributed by the Corporation to the Company in exchange for additional Units. Upon such contribution, the Company will issue to the Corporation a number of Units equal to the number of new shares of Class A Common Stock so issued.

ARTICLE IV.
DISTRIBUTIONS

Section 4.01 Distributions .

(a) Distributable Cash; Other Distributions . To the extent permitted by applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts and on such terms (including the payment dates of such Distributions) as the Manager shall determine using such record date as the Manager may designate; such Distributions shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with each Member’s Percentage Interest (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v) ) as of the close of business on such record date; provided, however , that the Manager shall have the obligation to make Distributions as set forth in Sections 4.01(b) and 14.02 ; and provided further that, notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distribution would render the Company insolvent. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. Promptly following the designation of a record date and the declaration of a Distribution pursuant to this Section 4.01(a) , the Manager shall give notice to each Member of the record date, the amount and the terms of the Distribution and the payment date thereof. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable Law and hereunder, have the right in its sole discretion to make Distributions to the Members pursuant to this Section 4.01(a) in such amounts as shall enable the Corporation to pay dividends or to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions required to be made pursuant to Section 4.01(b) ).

(b) Tax Distributions .

(i) With respect to each Fiscal Year, the Company shall, to the extent permitted by applicable Law, make cash distributions (“ Tax Distributions ”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period)

on a quarterly basis on April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “ Quarterly Tax Distribution ”); provided that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year.

(ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v) ) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on a Tax Distribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled.

(iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any taxable year (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant taxable years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant taxable years sufficient to cover such shortfall.

(iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b ) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)) , if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year

are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b) .

(v) Notwithstanding the foregoing and anything to the contrary in this Agreement, a final accounting for tax distributions under the Initial LLC Agreement in respect of the taxable income of the Company for the portion of the Fiscal Year of the Company that ends on closing date of the IPO shall be made by the Company following the closing date of the IPO and, based on such final accounting, the Company shall make a tax distribution to the Pre-IPO Members (or in the case of any Pre-IPO Member that no longer exists, the successor of such Pre-IPO Member) in accordance with the applicable terms of the Initial LLC Agreement to the extent of any shortfall in the amount of tax distributions the Pre-IPO Members received prior to the closing date of the IPO with respect to taxable income of the Company for such portion of such Fiscal Year that will be allocated to the Pre-IPO Members pursuant to Section 706 of the Code.

ARTICLE V.
CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS

Section 5.01 Capital Accounts .

(a) The Company shall maintain a separate Capital Account for each Member according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). For this purpose, the Company may (in the discretion of the Manager), upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such Treasury Regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of Company property.

(b) For purposes of computing the amount of any item of Company income, gain, loss or deduction to be allocated pursuant to this Article V and to be reflected in the Capital Accounts of the Members, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided, however , that:

(i) The computation of all items of income, gain, loss and deduction shall include those items described in Code Section 705(a)(l)(B) or Code Section 705(a)(2)(B) and Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for U.S. federal income tax purposes.

(ii) If the Book Value of any Company property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property.

(iii) Items of income, gain, loss or deduction attributable to the disposition of Company property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(iv) Items of depreciation, amortization and other cost recovery deductions with respect to Company property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

(v) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis).

Section 5.02 Allocations . Except as otherwise provided in Section 5.03 and Section 5.04 , Net Profits and Net Losses for any Fiscal Year or Fiscal Period shall be allocated among the Capital Accounts of the Members pro rata in accordance with their respective Percentage Interests.

Section 5.03 Regulatory Allocations .

(a) Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(i)(4).

(b) Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 4.03(a) , if there is a net decrease in the Minimum Gain during any Taxable Year, each Member shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted in a manner consistent therewith.

(c) If any Member that unexpectedly receives an adjustment, allocation or Distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V , then Profits for such Taxable Year shall be allocated to such Member in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 5.03(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(d) If the allocation of Net Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Net Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(d) .

(e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(j), (k) and (m).

(f) The allocations set forth in Section 5.03(a) through and including Section 5.03(e) (the “ Regulatory Allocations ”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article V , but subject to the Regulatory Allocations, income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Members so that the net amount of the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Fiscal Year or Fiscal Period there is a decrease in partnership minimum gain, or in partner nonrecourse debt minimum gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be applied in such instance as if it did not contain such minimum gain chargeback requirement.

Section 5.04 Final Allocations . Notwithstanding any contrary provision in this Agreement except Section 5.03 , the Manager shall make appropriate adjustments to allocations of Profits and Losses to (or, if necessary, allocate items of gross income, gain, loss or deduction of the Company among) the Members upon the liquidation of the Company (within the meaning of Section 1.704 1(b)(2)(ii)(g) of the Treasury Regulations), the transfer of substantially all the Units (whether by sale or exchange or merger) or sale of all or substantially all the assets of the Company, such that, to the maximum extent possible, the Capital Accounts of the Members are proportionate to their Percentage Interests. In each case, such adjustments or allocations shall occur, to the maximum extent possible, in the Fiscal Year of the event requiring such adjustments or allocations.

Section 5.05 Tax Allocations .

(a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b).

(c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b) , subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b).

(d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii).

(e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member.

(f) Allocations pursuant to this Section 5.05 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, Distributions or other Company items pursuant to any provision of this Agreement.

Section 5.06 Indemnification and Reimbursement for Payments on Behalf of a Member . If the Company is obligated to pay any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member or a Member’s status as such (including federal income taxes as a result of Company obligations pursuant to the Revised Partnership Audit Provisions, federal withholding taxes, state personal property taxes and state unincorporated business taxes, but excluding payments such as payroll taxes, withholding taxes, benefits or professional association fees and the like required to be made or made voluntarily by the Company on behalf of any Member based upon such Member’s status as an employee of the Company), then such Person shall indemnify the Company in full for the entire amount paid (including interest, penalties and related expenses). The Manager may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 5.06 . In addition,

notwithstanding anything to the contrary, each Member agrees that any Cash Settlement such Member is entitled to receive pursuant to Article XI may be offset by an amount equal to such Member’s obligation to indemnify the Company under this Section 5.06 and that such Member shall be treated as receiving the full amount of such Cash Settlement and paying to the Company an amount equal to such obligation. A Member’s obligation to make payments to the Company under this Section 5.06 shall survive the termination, dissolution, liquidation and winding up of the Company. In the event that the Company has been terminated prior to the date such payment is due, such Member shall make such payment to the Manager (or its designee), which shall distribute such funds in accordance with this Agreement. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 5.06 , including instituting a lawsuit to collect such contribution with interest calculated at a rate per annum equal to the sum of the Base Rate plus 300 basis points (but not in excess of the highest rate per annum permitted by Law). Each Member hereby agrees to furnish to the Company such information and forms as required or reasonably requested in order to comply with any Laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Member is legally entitled.

ARTICLE VI.
MANAGEMENT

Section 6.01 Authority of Manager .

(a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “ Manager ”) and (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company, subject to Sections 2(a) and (b) , 4 and 5(a) of Voting Agreement. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04 .

(b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “ Officer ” and collectively, the “ Officers ”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the Manager may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. The existing Officers of the Company as of the Effective Time shall remain in their respective positions and shall be deemed to have been appointed by the Manager. All Officers shall be, and shall be deemed to

be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. Any Officer may be removed at any time, with or without cause, by the Manager.

(c) The Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity, for the avoidance of doubt, without the prior consent of any Member or any other Person being required, subject to Sections 4(b)(i) and (b)(ii) of the Voting Agreement.

Section 6.02 Actions of the Manager . The Manager may act through any Officer or through any other Person or Persons to whom authority and duties have been delegated pursuant to Section 6.07 .

Section 6.03 Resignation; No Removal . The Manager may resign at any time by giving written notice to the Members. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Members, and the acceptance of the resignation shall not be necessary to make it effective. For the avoidance of doubt, the Members have no right under this Agreement to remove or replace the Manager.

Section 6.04 Vacancies . Vacancies in the position of Manager occurring for any reason shall be filled by the Corporation (or, if the Corporation has ceased to exist without any successor or assign, then by the holders of a majority in interest of the voting capital stock of the Corporation immediately prior to such cessation). For the avoidance of doubt, the Members have no right under this Agreement to fill any vacancy in the position of Manager.

Section 6.05 Transactions Between Company and Manager . The Manager may cause the Company to contract and deal with the Manager, or any Affiliate of the Manager, provided such contracts and dealings (other than contracts and dealings between the Company and its Subsidiaries) are on terms comparable to and competitive with those available to the Company from others dealing at arm’s length or are approved by the Members and otherwise are permitted by the Credit Agreements. The Members hereby approve each of the contracts or agreements between or among the Manager, the Company and their respective Affiliates entered into on or prior to the date hereof in accordance with the Initial LLC Agreement or that the board of managers has approved in connection with the IPO as of the date hereof, including the IPO Common Unit Subscription Agreement.

Section 6.06 Reimbursement for Expenses . The Manager shall not be compensated for its services as Manager of the Company except as expressly provided in this Agreement. The Members acknowledge and agree that, upon consummation of the IPO, the Manager’s Class A Common Stock will be publicly traded and therefore the Manager will have access to the public capital markets and that such status and the services performed by the Manager will inure to the benefit of the Company and all Members; therefore, the Manager shall be reimbursed by the Company for any reasonable out-of-pocket expenses incurred on behalf of the Company, including without limitation all fees, expenses and costs associated with the IPO and all fees,

expenses and costs of being a public company (including without limitation public reporting obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, SEC and FINRA filing fees and offering expenses) and maintaining its corporate existence. In the event that shares of Class A Common Stock are sold to underwriters in the IPO (or in any subsequent public offering) at a price per share that is lower than the price per share for which such shares of Class A Common Stock are sold to the public in the IPO (or in such subsequent public offering, as applicable) after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (such difference, the “ Discount ”) (i) the Manager shall be deemed to have contributed to the Company in exchange for newly issued Common Units the full amount for which such shares of Class A Common Stock were sold to the public and (ii) the Company shall be deemed to have paid the Discount as an expense. To the extent practicable, expenses incurred by the Manager on behalf of or for the benefit of the Company shall be billed directly to and paid by the Company and, if and to the extent any reimbursements to the Manager or any of its Affiliates by the Company pursuant to this Section 6.06 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

Section 6.07 Delegation of Authority . The Manager (a) may, from time to time, delegate to one or more Persons such authority and duties as the Manager may deem advisable, and (b) may assign titles (including, without limitation, chief executive officer, president, chief executive officer, chief financial officers, chief operating officer, vice president, secretary, assistant secretary, treasurer or assistant treasurer) and delegate certain authority and duties to such Persons as the same may be amended, restated or otherwise modified from time to time. Any number of titles may be held by the same individual. The salaries or other compensation, if any, of such agents of the Company shall be fixed from time to time by the Manager, subject to the other provisions in this Agreement.

Section 6.08 Limitation of Liability of Manager .

(a) Except as otherwise provided herein or in an agreement entered into by such Person and the Company, neither the Manager nor any of the Manager’s Affiliates or Manager’s officers, employees or other agents shall be liable to the Company, to any Member that is not the Manager or to any other Person bound by this Agreement for any act or omission performed or omitted by the Manager in its capacity as the sole managing member of the Company pursuant to authority granted to the Manager by this Agreement; provided, however , that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to the Manager’s gross negligence, willful misconduct or knowing violation of Law or for any present or future breaches of any representations, warranties or covenants by the Manager or its Affiliates contained herein or in the other agreements with the Company. The Manager may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and shall not be responsible for any misconduct or negligence on the part of any such agent (so long as such agent was selected in good faith and with reasonable care). The Manager shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by the Manager in good faith

reliance on such advice shall in no event subject the Manager to liability to the Company or any Member that is not the Manager.

(b) Whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner which is, or provide terms which are, “fair and reasonable” to the Company or any Member that is not the Manager, the Manager shall determine such appropriate action or provide such terms considering, in each case, the relative interests of each party to such agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable United States generally accepted accounting practices or principles, notwithstanding any other provision of this Agreement or any duty otherwise existing at Law or in equity.

(c) Whenever in this Agreement or any other agreement contemplated herein, the Manager is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, the Manager shall be entitled to consider such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law and notwithstanding any duty otherwise existing at Law or in equity, have no duty or obligation to give any consideration to any interest of or factors affecting the Company, other Members or any other Person.

(d) Whenever in this Agreement the Manager is permitted or required to take any action or to make a decision in its “good faith” or under another express standard, the Manager shall act under such express standard and, to the extent permitted by applicable Law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, notwithstanding any provision of this Agreement or duty otherwise, existing at Law or in equity, and, notwithstanding anything contained herein to the contrary, so long as the Manager acts in good faith, the resolution, action or terms so made, taken or provided by the Manager shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon the Manager or any of the Manager’s Affiliates and shall be deemed approved by all Members.

Section 6.09 Investment Company Act . The Manager shall use its best efforts to ensure that the Company shall not be subject to registration as an investment company pursuant to the Investment Company Act.

Section 6.10 Outside Activities of the Manager . The Manager shall not, directly or indirectly, enter into or conduct any business or operations, other than in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of the Manager as a reporting company with a class (or classes) of securities registered under Section 12 of the Exchange Act and listed on a securities exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests of the Corporation or the Company or any of its Subsidiaries, (e) financing or refinancing of any type related to the Corporation or the Company, its Subsidiaries or their assets or activities, (f) treasury and treasury management, (g) stock repurchases, and (h) such activities as are incidental to the foregoing; provided, however , that, except as otherwise provided herein, the net proceeds of any financing raised by the Manager pursuant to the preceding clauses (d) and (e) shall be made available to the Company,

whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further , that the Manager may, in its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Manager takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets are otherwise vested in the Company or its Subsidiaries, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its Subsidiaries, the Members shall negotiate in good faith to amend this Agreement to reflect such activities and the direct ownership of assets by the Manager. Nothing contained herein shall be deemed to prohibit the Manager from executing any guarantee of indebtedness of the Company or its Subsidiaries.

ARTICLE VII.
RIGHTS AND OBLIGATIONS OF MEMBERS AND MANAGER

Section 7.01 Limitation of Liability and Duties of Members .

(a) Except as provided in this Agreement or in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and no Member (including without limitation, the Manager) shall be obligated personally for any such debts, obligations, contracts or liabilities of the Company solely by reason of being a Member or the Manager (except to the extent and under the circumstances set forth in any non-waivable provision of the Act). Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

(b) In accordance with the Delaware Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members that no Distribution to any Member pursuant to Articles IV or XIV shall be deemed a return of money or other property paid or distributed in violation of the Delaware Act. The payment of any such money or Distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Delaware Act, and, to the fullest extent permitted by Law, any Member receiving any such money or property shall not be required to return any such money or property to the Company or any other Person, unless such distribution was made by the Company to its Members in clerical error. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

(c) Notwithstanding any other provision of this Agreement (subject to Section 6.08 with respect to the Manager), to the extent that, at Law or in equity, any Member (or any Member’s Affiliate or any manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of any Member or of any Affiliate of a Member) has duties (including fiduciary duties) to the Company, to the Manager, to another Member, to any Person who acquires an interest in a Company Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted

by law, and replaced with the duties or standards expressly set forth herein, if any. The elimination of duties (including fiduciary duties) to the Company, the Manager, each of the Members, each other Person who acquires an interest in a Company Interest and each other Person bound by this Agreement and replacement thereof with the duties or standards expressly set forth herein, if any, are approved by the Company, the Manager, each of the Members, each other Person who acquires an interest in a Company Interest and each other Person bound by this Agreement.

Section 7.02 Lack of Authority . No Member, other than the Manager or a duly appointed Officer, in each case in its capacity as such, has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditure on behalf of the Company. The Members hereby consent to the exercise by the Manager of the powers conferred on them by Law and this Agreement.

Section 7.03 No Right of Partition . No Member, other than the Manager, shall have the right to seek or obtain partition by court decree or operation of Law of any Company property, or the right to own or use particular or individual assets of the Company.

Section 7.04 Indemnification .

(a) Subject to Section 5.06 , the Company hereby agrees to indemnify and hold harmless any Person (each an “ Indemnified Person ”) to the fullest extent permitted under the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates) by reason of the fact that such Person is or was a Member or an Affiliate thereof (other than as a result of an ownership interest in the Corporation) or is or was serving as the Manager or a director, officer, employee or other agent of the Manager, or a director, manager, Officer, employee or other agent of the Company or is or was serving at the request of the Company as a manager, officer, director, principal, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided, however , that no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its Affiliates’ gross negligence, willful misconduct or knowing violation of Law or for any present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates contained herein or in the other agreements with the Company. Expenses, including attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company.

(b) The right to indemnification and the advancement of expenses conferred in this Section 7.04 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, action by the Manager or otherwise.

(c) The Company shall maintain directors’ and officers’ liability insurance, or substantially equivalent insurance, at its expense, to protect any Indemnified Person (and the investment funds, if any, they represent) against any expense, liability or loss described in Section 7.04(a) whether or not the Company would have the power to indemnify such Indemnified Person against such expense, liability or loss under the provisions of this Section 7.04 . The Company shall use its commercially reasonable efforts to purchase and maintain property, casualty and liability insurance in types and at levels customary for companies of similar size engaged in similar lines of business, as determined in good faith by the Manager, and the Company shall use its commercially reasonable efforts to purchase directors’ and officers’ liability insurance (including employment practices coverage) with a carrier and in an amount determined necessary or desirable as determined in good faith by the Manager.

(d) Notwithstanding anything contained herein to the contrary (including in this Section 7.04 ), the Company agrees that any indemnification and advancement of expenses available to any current or former Indemnified Person from (i) Crestview or (ii) any investment fund that is an Affiliate of Crestview or of the Company, in each case, who was appointed to serve as a director of the Company or served as a Member of the Company by virtue of such Person’s service as a member, director, partner or employee of any such fund prior to or following the Effective Time (any such Person, a “ Sponsor Person ”) shall be secondary to the indemnification and advancement of expenses to be provided by the Company pursuant to this Section 7.04 which shall be provided out of and to the extent of Company assets only and no Member (unless such Member otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity of the Company and the Company (i) shall be the primary indemnitor of first resort for such Sponsor Person pursuant to this Section 7.04 and (ii) shall be fully responsible for the advancement of all expenses and the payment of all damages or liabilities with respect to such Sponsor Person which are addressed by this Section 7.04 .

(e) If this Section 7.04 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 7.04 to the fullest extent permitted by any applicable portion of this Section 7.04 that shall not have been invalidated and to the fullest extent permitted by applicable Law.

Section 7.05 Members Right to Act . For matters that require the approval of the Members, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below:

(a) Except as otherwise expressly provided by this Agreement, acts by the Members holding a majority of the Units, voting together as a single class, shall be the acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another person or persons

to act for it by proxy. An electronic mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.05(a) . No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue.

(b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Members holding a majority of the Units entitled to vote on such matter on at least 120 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent, so long as such consent is signed by Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken, which shall state the purpose or purposes for which such consent is required and may be delivered via email, without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing; provided, however , that the failure to give any such notice shall not affect the validity of the action taken by such written consent. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Section 7.06 Inspection Rights . The Company shall permit each Member and each of its designated representatives to examine the books and records of the Company or any of its Subsidiaries at the principal office of the Company or such other location as the Manager shall reasonably approve during reasonable business hours for any purpose reasonably related to such Member’s Company Interest; provided that Manager has a right to keep confidential from the Members certain information in accordance with Section 18-305 of the Delaware Act.

ARTICLE VIII.
BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS

Section 8.01 Records and Accounting . The Company shall keep, or cause to be kept, appropriate books and records with respect to the Company’s business, including all books and

records necessary to provide any information, lists and copies of documents required to be provided pursuant to Section 8.03 or pursuant to applicable Laws. All matters concerning (a) the determination of the relative amount of allocations and Distributions among the Members pursuant to Articles III and IV and (b) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the Manager, whose determination shall be final and conclusive as to all of the Members absent manifest clerical error.

Section 8.02 Fiscal Year . The Fiscal Year of the Company shall end on December 31 of each year or such other date as may be established by the Manager.

ARTICLE IX.
TAX MATTERS

Section 9.01 Preparation of Tax Returns . The Manager shall arrange for the preparation and timely filing of all tax returns required to be filed by the Company. On or before March 15, June 15, September 15, and December 15 of each Fiscal Year, the Company shall send to each Person who was a Member at any time during the prior quarter, an estimate of such Member’s state tax apportionment information and allocations to the Members of taxable income, gains, losses, deductions and credits for the prior quarter, which estimate shall have been reviewed by the Company’s outside tax accountants. In addition, no later than (i) April 5 following the end of the prior Fiscal Year, the Company shall provide to each Person that was a Member at any time during such Fiscal Year a statement showing an estimate of such Member’s state tax apportionment information and such Member’s estimated allocations of taxable income, gains, losses, deductions and credits for such Fiscal Year and (ii) July 31 following the end of the prior Fiscal Year, the Company shall send to each Person who was a Member at any time during such Fiscal Year, a statement showing such Member’s final state tax apportionment information and allocations to the Members of taxable income, gains, losses, deductions and credits for such Fiscal Year and a completed IRS Schedule K-1. Each Member shall notify the other Members upon receipt of any notice of tax examination of the Company by federal, state or local authorities. Subject to the terms and conditions of this Agreement, in its capacity as Tax Matters Partner, the Corporation shall have the authority to prepare the tax returns of the Company using such permissible methods and elections as it determines in its reasonable discretion, including without limitation the use of any permissible method under Section 706 of the Code for purposes of determining the varying Company Interests of its Members.

Section 9.02 Tax Elections . The Taxable Year shall be the Fiscal Year set forth in Section 8.02 . The Company and any eligible Subsidiary shall make an election pursuant to Section 754 of the Code, shall not thereafter revoke such election and shall make a new election pursuant to Section 754 to the extent necessary following any “termination” of the Company or the Subsidiary under Section 708 of the Code. Each Member will upon request supply any information reasonably necessary to give proper effect to any such elections.

Section 9.03 Tax Controversies .

(a) With respect to Tax Years beginning on or before December 31, 2017, the Corporation is hereby designated the Tax Matters Partner of the Company within the meaning

given to such term in Section 6231 of the Code (the Corporation, in such capacity, the “ Tax Matters Partner ”) and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services reasonably incurred in connection therewith. Each Member agrees to cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. The Tax Matters Partners shall keep all Members reasonably informed of the progress of any examinations, audits or other proceedings, and all Members shall have the right to observe and participate at their sole expense in any tax proceedings. Notwithstanding the foregoing, the Tax Matters Partners shall not settle or otherwise compromise any issue in any such examination, audit or other proceeding without first obtaining approval of the Manager. Nothing set forth in this Agreement shall diminish, limit or restrict the rights of any Member under Subchapter C, Chapter 63, Subtitle F of the Code (Code Sections 6221 et seq.).

(b) With respect to Tax Years beginning after December 31, 2017, pursuant to the Revised Partnership Audit Provisions, the Corporation shall be designated and may, on behalf of the Company, at any time, and without further notice to or consent from any Member, act as the “partnership representative” of the Company (within the meaning given to such term in Section 6223 of the Code) (the “ Partnership Representative ”) for purposes of the Code. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services reasonably incurred in connection therewith. Each Member agrees to cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. The Partnership Representative shall keep all Members fully advised on a current basis of any contacts by or discussions with the tax authorities, and the Members shall have the right to observe and participate through representatives of their own choosing (at their sole expense) in any tax proceedings. Nothing herein shall diminish, limit or restrict the rights of any Member under the Revised Partnership Audit Provisions.

ARTICLE X.
RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHTS

Section 10.01 Transfers by Members . No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04 . Notwithstanding the foregoing, “Transfer” shall not include an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, termination of a partnership pursuant to Code Section 708(b)(1)(B), a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the

case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Company Interests of such trust that is a Member).

Section 10.02 Permitted Transfers . The restrictions contained in Section 10.01 shall not apply to any Transfer (each, a “ Permitted Transfer ” and each transferee, a “ Permitted Transferee ”) pursuant to (i)(A) a Redemption or Exchange in accordance with Article XI hereof or (B) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer by any Member to such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants hold (and continue to hold while such trusts or other entities hold Units) 50% or more of such entity’s beneficial interests, (iii) pursuant to the Laws of descent and distribution and (iv) a Transfer to a partner, shareholder, member or Affiliated investment fund of such Member (which may include special purpose investment vehicles wholly owned by one or more Affiliated investment funds but shall not include portfolio companies); provided, however , that (A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (B) in the case of the foregoing clauses (ii), (iii) and (iv), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement and, the transferor will deliver a written notice to the Company and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee. In the case of a Permitted Transfer of any Common Units by any Effective Date Member that is authorized to hold Class B Common Stock in accordance with the Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 10.02 , such Member (or any subsequent Permitted Transferee of such Member) shall be required to also transfer an equal number of shares of Class B Common Stock corresponding to the proportion of such Member’s (or subsequent Permitted Transferee’s) Common Units that were transferred in the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b) .

Section 10.03 Restricted Units Legend . The Units have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is then available. To the extent such Units have been certificated, each certificate evidencing Units and each certificate issued in exchange for or upon the Transfer of any Units (if such securities remain Units as defined herein after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [ · ], 2016, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CWGS ENTERPRISES, LLC, AS MAY BE AMENDED AND MODIFIED FROM TIME TO TIME, AND CWGS ENTERPRISES, LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF

SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY CWGS ENTERPRISES, LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

The Company shall imprint such legend on certificates (if any) evidencing Units. The legend set forth above shall be removed from the certificates (if any) evidencing any units which cease to be Units in accordance with the definition thereof.

Section 10.04 Transfer . Prior to Transferring any Units (other than pursuant to Section 10.09 ), the Transferring holder of Units shall cause the prospective Permitted Transferee to be bound by this Agreement as provided in Section 10.02 and any other agreements executed by the holders of Units and relating to such Units in the aggregate (collectively, the “ Other Agreements ”), and shall cause the prospective Permitted Transferee to execute and deliver to the Company and the other holder of Units counterparts of this Agreement and any applicable Other Agreements. Any Transfer or attempted Transfer of any Units in violation of any provision of this Agreement (including any prohibited indirect Transfers) (a) shall be void, and (b) the Company shall not record such Transfer on its books or treat any purported Permitted Transferee of such Units as the owner of such securities for any purpose.

Section 10.05 Assignee’s Rights .

(a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items shall be allocated between the Transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the Transferor, and Distributions made on or after such date shall be paid to the Assignee.

(b) Unless and until an Assignee becomes a Member pursuant to Article XII , the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however , that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06 , such Assignee shall be bound by any limitations and obligations of a Member contained herein that a Member would be bound on account of the Assignee’s Company Interest (including the obligation to make Capital Contributions on account of such Company Interest).

Section 10.06 Assignor’s Rights and Obligations . Any Member who shall Transfer any Company Interest in a manner in accordance with this Agreement shall cease to be a Member with respect to such Units or other interest and shall no longer have any rights or privileges, or, except as set forth in this Section 10.06 , duties, liabilities or obligations, of a Member with respect to such Units or other interest (it being understood, however, that the applicable provisions of Sections 6.08 and 7.04 shall continue to inure to such Person’s benefit), except that unless and until the Assignee (if not already a Member) is admitted as a Substituted Member in

accordance with the provisions of Article XII (the “ Admission Date ”), (i) such assigning Member shall retain all of the duties, liabilities and obligations of a Member with respect to such Units or other interest, and (ii) the Manager may, in its sole discretion, reinstate all or any portion of the rights and privileges of such Member with respect to such Units or other interest for any period of time prior to the Admission Date. Nothing contained herein shall relieve any Member who Transfers any Units or other interest in the Company from any liability of such Member to the Company with respect to such Company Interest that may exist on the Admission Date or that is otherwise specified in the Delaware Act and incorporated into this Agreement or for any liability to the Company or any other Person for any materially false statement made by such Member (in its capacity as such) or for any present or future breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in the other agreements with the Company.

Section 10.07 Overriding Provisions .

(a) Any Transfer in violation of this Article X shall be null and void ab initio, and the provisions of Sections 10.05 and 10.06 shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of this Article X shall not become a Member, shall not be entitled to vote on any matters coming before the Members and shall not have any other rights in or with respect to any rights of a Member of the Company. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. The Manager shall promptly amend the Schedule of Members to reflect any Permitted Transfer pursuant to this Article X .

(b) Notwithstanding anything contained herein to the contrary (including, for the avoidance of doubt, the provisions of Section 10.01 and Article XI and Article XII ), in no event shall any Member Transfer any Units to the extent such Transfer would:

(i) result in the violation of the Securities Act, or any other applicable federal, state or foreign Laws;

(ii) cause an assignment under the Investment Company Act;

(iii) in the reasonable determination of the Manager, be a violation of or a default (or an event that, with notice or the lapse of time or both, would constitute a default) under, or result in an acceleration of any indebtedness under, any promissory note, mortgage, loan agreement, indenture or similar instrument or agreement to which the Company or the Manager is a party; provided that (x) the payee or creditor to whom the Company or the Manager owes such obligation is not an Affiliate of the Company or the Manager and (y) such indebtedness, individually or in the aggregate, has an aggregate principal amount of loans or revolving commitments then outstanding that is greater than $25,000,000.00;

(iv) cause the Company to lose its status as a partnership for federal income tax purposes or, without limiting the generality of the foregoing, such Transfer to be effected on or through an “established securities market” or a “secondary market or the

substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations;

(v) be a Transfer to a Person who is not legally competent or who has not achieved his or her majority of age under applicable Law (excluding trusts for the benefit of minors);

(vi) cause the Company to be treated as a “publicly traded partnership” or to be taxed as a corporation pursuant to Section 7704 of the Code or successor provision of the Code; or

(vii) result in the Company having more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)).

Section 10.08 Spousal Consent . In connection with the execution and delivery of this Agreement, any Member who is a natural person will deliver to the Company an executed consent from such Member’s spouse (if any) in the form of Exhibit B attached hereto. If, at any time subsequent to the date of this Agreement such Member becomes legally married (whether in the first instance or to a different spouse), such Member shall cause his or her spouse to execute and deliver to the Company a consent in the form of Exhibit B attached hereto. Such Member’s non-delivery to the Company of an executed consent in the form of Exhibit B at any time shall constitute such Member’s continuing representation and warranty that such Member is not legally married as of such date.

Section 10.09 Drag-Along Rights .

(a) In the event that the Corporate Board and the holders of a majority of the voting power of all outstanding capital stock of the Corporation approve a Qualified Transaction (the “ Approved Qualified Transaction ”), each Member (each, a “ Required Member ”) agrees to Transfer all of such Required Member’s Units in connection with such Approved Qualified Transaction (the “ Drag-Along Right ”) for an amount of consideration per Unit equal (before taking into account any rights such Required Member may have under the Tax Receivable Agreement) to the amount of consideration to be received per share of Class A Common Stock by the holders thereof (the “ Drag Price ”), and otherwise with respect to such Units on the same terms and conditions as apply to the shares of Class A Common Stock in such Approved Qualified Transaction, with such modifications as are appropriate, as determined in good faith by the Manager, to reflect the fact that Units rather than shares of Class A Common Stock will be Transferred in the first instance by such Member. Such Transfer shall be structured in the sole discretion of the Manager and, without limitation to any other structure, the Manager will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Members to participate in such Approved Qualified Transaction to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence, the Manager will use its reasonable best efforts expeditiously and in good faith to ensure that such Members may participate in each such Approved Qualified Transaction without being required to have their Common Units and shares

of Class B Common Stock redeemed (or, if so required, to ensure that any such redemption shall be effective only upon, and shall be conditional upon, the closing of such Approved Qualified Transaction, or, as applicable, to the extent necessary to exchange the number of Common Units being repurchased).

(b) The Corporation shall send written notice (the “ Drag-Along Notice ”) to the Company and the Required Members at least thirty (30) days prior to the closing of the Approved Qualified Transaction notifying them that such Required Members will be required to sell all (but not less than all) of their Units in such sale (the “ Drag-Along Amount ”), and setting forth (i) a copy of the written proposal or agreement pursuant to which the Approved Qualified Transaction will be effected, (ii) the Drag Price, (iii) the terms and conditions of transfer and payment and (iv) the date and location of and procedures for selling the Units. In the event that the information set forth in the Drag-Along Notice changes from that set forth in the initial Drag-Along Notice, a subsequent Drag-Along Notice shall be delivered by the Corporation no less than seven (7) days prior to the closing of the Approved Qualified Transaction. Notwithstanding the foregoing, to the extent that any of the foregoing information to be included in the Drag-Along Notice is publicly available, the Corporation shall not be required to include such information in the Drag-Along Notice or deliver a subsequent Drag-Along Notice. Each Required Member shall thereafter be obligated to sell their Units on the terms set forth in the Drag-Along Notice.

(c) Upon receipt of a Drag-Along Notice, each Required Member receiving such notice shall be obligated to sell all of its Units in the Approved Qualified Transaction as contemplated by the Drag-Along Notice for the Drag Price, on the terms and conditions described in this Section 10.09 , including by executing any document containing customary representations, warranties and agreements with respect to itself and its ownership of the Units or shares of Class A Common Stock, as applicable, as requested by the Manager in connection with the Approved Qualified Transaction, which representations, warranties, indemnities and agreements shall be substantially the same as those contained in any letter of transmittal to be executed by the holders of Class A Common Stock with such modifications as are appropriate, as determined in good faith by the Manager, to reflect the fact that Units rather than shares of Class A Common Stock will be transferred by such Required Member. The Company and each Member shall cooperate in good faith in connection with the consummation of the Approved Qualified Transaction.

ARTICLE XI.
REDEMPTION AND EXCHANGE RIGHTS

Section 11.01 Redemption Right of a Member.

(a) Each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “ Redemption ”) its Common Units in whole or in part (the “ Redemption Right ”) at any time and from time to time following the expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “ Redeeming Member ”) shall exercise such right by giving written notice (the “ Redemption Notice ”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “ Redeemed Units ”) that the Redeeming Member intends to have the Company redeem and a

date, not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “ Redemption Date ”); provided that the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided, further, that a Redemption may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(b ) or ( d) , on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

(i) the Redeeming Member shall transfer and surrender, free and clear of all liens and encumbrances (x) the Redeemed Units to the Company, and (y) a number of shares of Class B Common Stock equal to the number of Redeemed Units to the Corporation to the extent applicable;

(ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b) , and (z) if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units; and

(iii) the Corporation shall cancel for no consideration the shares of Class B Common Stock (and the Corporation shall take all actions necessary to retire such share transferred to the Corporation and such share shall not be re-issued by the Corporation) upon a transfer of such shares of Class B Common Stock that were Transferred pursuant to Section 11.01(a)(i)(y) above.

(b) In exercising its Redemption Right, a Redeeming Member shall, to the fullest extent permitted by applicable Law, be entitled to receive the Share Settlement or the Cash Settlement; provided that the Corporation shall have the option (as determined solely by its independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested) as provided in Section 11.02 and subject to Section 11.01(e) to select whether the redemption payment is made by means of a Share Settlement or a Cash Settlement; provided , further , that the ML Related Parties shall only be entitled to receive the Share Settlement if the ML Related Parties have entered into a valid and binding agreement with a third party for the sale of all (and not less than all) of the shares of Class A Common Stock that the ML Related Parties are entitled to receive pursuant to a Share Settlement and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Corporation to the ML Related Parties (a “ Binding Sale Agreement ”). If the Company has opted for a Share Settlement and the ML Related Parties have not entered into a Binding Sale Agreement, the ML Related Parties shall be deemed to have revoked their Redemption Notice. Within three (3) Business Days of delivery of the Redemption Notice, the Corporation shall give written notice (the “ Contribution Notice ”) to the Company (with a copy

to the Redeeming Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have elected the Share Settlement method.

(c) If the Corporation elects the Cash Settlement method, the Redeeming Member may retract its Redemption Notice by giving written notice (the “ Retraction Notice ”) to the Company (with a copy to the Corporation) within two (2) Business Days of delivery of the Contribution Notice. The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member’s, Company’s and the Corporation’ rights and obligations under this Section 11.01 arising from the Redemption Notice.

(d) In the event the Corporation elects a Share Settlement in connection with a Redemption, a Redeeming Member shall be entitled to revoke its Redemption Notice or delay the consummation of a Redemption if any of the following conditions exists:

(i) any registration statement pursuant to which the resale of the Class A Common Stock to be registered for such Redeeming Member at or immediately following the consummation of the Redemption shall have ceased to be effective pursuant to any action or inaction by the SEC or no such resale registration statement has yet become effective;

(ii) the Corporation shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such Redemption;

(iii) the Corporation shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement and such deferral, delay or suspension shall affect the ability of such Redeeming Member to have its Class A Common Stock registered at or immediately following the consummation of the Redemption;

(iv) the Corporation shall have disclosed to such Redeeming Member any material non-public information concerning the Corporation, the receipt of which results in such Redeeming Member being prohibited or restricted from selling Class A Common Stock at or immediately following the Redemption without disclosure of such information (and the Corporation does not permit disclosure);

(v) any stop order relating to the registration statement pursuant to which the Class A Common Stock was to be registered by such Redeeming Member at or immediately following the Redemption shall have been issued by the SEC;

(vi) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Common Stock is then traded;

(vii) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the Redemption;

(viii) the Corporation shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected

the ability of such Redeeming Member to consummate the resale of Class A Common Stock to be received upon such redemption pursuant to an effective registration statement; or

(ix) the Redemption Date would occur three (3) Business Days or less prior to, or during, a Black-Out Period;

If a Redeeming Member delays the consummation of a Redemption pursuant to this Section 11.01(d) , the Redemption Date shall occur on the fifth Business Day following the date on which the conditions giving rise to such delay cease to exist (or such earlier day as the Corporation, the Company and such Redeeming Member may agree in writing).

(e) The number of shares of Class A Common Stock or the Redeemed Units Equivalent that a Redeeming Member is entitled to receive under Section 11.01(b) (whether through a Share Settlement or Cash Settlement) shall not be adjusted on account of any Distributions previously made with respect to the Redeemed Units or dividends previously paid with respect to Class A Common Stock; provided, however , that if a Redeeming Member causes the Company to redeem Redeemed Units and the Redemption Date occurs subsequent to the record date for any Distribution with respect to the Redeemed Units but prior to payment of such Distribution, the Redeeming Member shall be entitled to receive such Distribution with respect to the Redeemed Units on the date that it is made notwithstanding that the Redeeming Member transferred and surrendered the Redeemed Units to the Company prior to such date.

(f) In the case of a Share Settlement, in the event of a reclassification or other similar transaction as a result of which the shares of Class A Common Stock are converted into another security, then in exercising its Redemption Right a Redeeming Member shall be entitled to receive the amount of such security that the Redeeming Member would have received if such Redemption Right had been exercised and the Redemption Date had occurred immediately prior to the record date of such reclassification or other similar transaction.

Section 11.02 Election and Contribution of the Corporation . In connection with the exercise of a Redeeming Member’s Redemption Rights under Section 11.01(a) , the Corporation shall contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 11.01(b) . The Corporation, at its option (as determined solely by its independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), shall determine whether to contribute, pursuant to Section 11.01(b) , the Share Settlement or the Cash Settlement. Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 11.01(c) , or has revoked or delayed a Redemption as provided in Section 11.01 (b ) or ( d) , on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) the Corporation shall make its Capital Contribution to the Company (in the form of the Share Settlement or the Cash Settlement) required under this Section 11.02 , and (ii) in the event of a Share Settlement, the Company shall issue to the Corporation a number of Common Units equal to the number of Redeemed Units surrendered by the Redeeming Member. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Corporation elects a Cash Settlement, the Corporation shall only be obligated to contribute to the Company an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any Discounts) from the sale by

the Corporation of a number of shares of Class A Common Stock equal to the number of Redeemed Units to be redeemed with such Cash Settlement, which in no event shall exceed the amount paid by the Company to the Redeeming Member as Cash Settlement; provided that (i) the Discount shall be an expense of the Company as described in Section 6.06 and (ii) for the avoidance of doubt, if the Cash Settlement to which the Redeeming Member is entitled exceeds the amount that is contributed to the Company by the Corporation, the Company shall still be required to pay the Redeeming Member the full amount of the Cash Settlement. The timely delivery of a Retraction Notice shall terminate all of the Company’s and the Corporation’ rights and obligations under this Section 11.02 arising from the Redemption Notice.

Section 11.03 Exchange Right of the Corporation .

(a) Notwithstanding anything to the contrary in this Article XI , the Corporation may, in its sole and absolute discretion (as determined solely by its independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), elect to effect on the Redemption Date the exchange of Redeemed Units for the Share Settlement or Cash Settlement, as the case may be, through a direct exchange of such Redeemed Units and such consideration between the Redeeming Member and the Corporation (a “ Direct Exchange ”). Upon such Direct Exchange pursuant to this Section 11.03 , the Corporation shall acquire the Redeemed Units and shall be treated for all purposes of this Agreement as the owner of such Units.

(b) The Corporation may, at any time prior to a Redemption Date, deliver written notice (an “ Exchange Election Notice ”) to the Company and the Redeeming Member setting forth its election to exercise its right to consummate a Direct Exchange; provided that such election does not prejudice the ability of the parties to consummate a Redemption or Direct Exchange on the Redemption Date. An Exchange Election Notice may be revoked by the Corporation at any time; provided that any such revocation does not prejudice the ability of the parties to consummate a Redemption or Direct Exchange on the Redemption Date. The right to consummate a Direct Exchange in all events shall be exercisable for all the Redeemed Units that would have otherwise been subject to a Redemption. Except as otherwise provided by this Section 11.03 , a Direct Exchange shall be consummated pursuant to the same timeframe and in the same manner as the relevant Redemption would have been consummated if the Corporation had not delivered an Exchange Election Notice.

Section 11.04 Reservation of shares of Class A Common Stock; Listing; Certificate of the Corporation . At all times the Corporation shall reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon a Redemption or Direct Exchange, such number of shares of Class A Common Stock as shall be issuable upon any such Redemption or Direct Exchange pursuant to Share Settlements; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such Redemption or Direct Exchange by delivery of purchased Class A Common Stock (which may or may not be held in the treasury of the Corporation) or the delivery of cash pursuant to a Cash Settlement. The Corporation shall deliver Class A Common Stock that has been registered under the Securities Act with respect to any Redemption or Direct Exchange to the extent a registration statement is effective and available for such shares. The Corporation shall use its commercially reasonable efforts to list the Class A Common Stock

required to be delivered upon any such Redemption or Direct Exchange prior to such delivery upon each national securities exchange upon which the outstanding shares of Class A Common Stock are listed at the time of such Redemption or Direct Exchange (it being understood that any such shares may be subject to transfer restrictions under applicable securities Laws). The Corporation covenants that all Class A Common Stock issued upon a Redemption or Direct Exchange will, upon issuance, be validly issued, fully paid and non-assessable. The provisions of this Article XI shall be interpreted and applied in a manner consistent with the corresponding provisions of the Corporation’s certificate of incorporation.

Section 11.05 Effect of Exercise of Redemption or Exchange Right . This Agreement shall continue notwithstanding the consummation of a Redemption or Direct Exchange and all governance or other rights set forth herein shall be exercised by the remaining Members and the Redeeming Member (to the extent of such Redeeming Member’s remaining interest in the Company). No Redemption or Direct Exchange shall relieve such Redeeming Member of any prior breach of this Agreement.

Section 11.06 Tax Treatment . Unless otherwise required by applicable Law, the parties hereto acknowledge and agree a Redemption or a Direct Exchange, as the case may be, shall be treated as a direct exchange between the Corporation and the Redeeming Member for U.S. federal and applicable state and local income tax purposes.

ARTICLE XII.
ADMISSION OF MEMBERS

Section 12.01 Substituted Members . Subject to the provisions of Article X hereof, in connection with the Permitted Transfer of a Company Interest hereunder, the Permitted Transferee shall become a Substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company.

Section 12.02 Additional Members . Subject to the provisions of Article X hereof, any Person that is not an Effective Date Member may be admitted to the Company as an additional Member (any such Person, an “ Additional Member ”) only upon furnishing to the Manager (a) duly executed Joinder and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company.

ARTICLE XIII.
WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS

Section 13.01 Withdrawal and Resignation of Members . Except in the event of Transfers pursuant to Section 10.06, no Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIV . Any Member, however, that attempts to withdraw or

otherwise resign as a Member from the Company without the prior written consent of the Manager upon or following the dissolution and winding up of the Company pursuant to Article XIV , but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIV , shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the withdrawal or resignation of such Member. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06 , such Member shall cease to be a Member.

ARTICLE XIV.
DISSOLUTION AND LIQUIDATION

Section 14.01 Dissolution . The Company shall not be dissolved by the admission of Additional Members or Substituted Members or the attempted withdrawal, removal, dissolution, bankruptcy or resignation of a Member. The Company shall dissolve, and its affairs shall be wound up, upon:

(a) the decision of the Manager together with holders of a majority of the Common Units entitled to vote then outstanding to dissolve the Company;

(b) a dissolution of the Company under Section 18-801(4) of the Delaware Act, unless the Company is continued without dissolution pursuant thereto; or

Except as otherwise set forth in this Article XIV , the Company is intended to have perpetual existence. An Event of Withdrawal shall not in and of itself cause a dissolution of the Company and the Company shall continue in existence subject to the terms and conditions of this Agreement.

Section 14.02 Winding up and Termination . Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “liquidator”). The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows:

(a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the

establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine)all of the debts, liabilities and obligations of the Company; and

(c) all remaining assets of the Company shall be distributed to the Members in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation).

The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Section 14.03 Deferment; Distribution in Kind . Notwithstanding the provisions of Section 14.02 , but subject to the order of priorities set forth therein, if upon dissolution of the Company the liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the liquidators may, in their sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Company liabilities (other than loans to the Company by Members) and reserves. Subject to the order of priorities set forth in Section 14.02 , the liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind in accordance with the provisions of Section 14.02(d) , (b) as tenants in common and in accordance with the provisions of Section 14.02(d) , undivided interests in all or any portion of such Company assets or (c) a combination of the foregoing. Any such Distributions in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V . The liquidators shall determine the Fair Market Value of any property distributed in accordance with the valuation procedures set forth in Article XV .

Section 14.04 Cancellation of Certificate . On completion of the winding up of the Company as provided herein, the Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation of the Certificate with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04 .

Section 14.05 Reasonable Time for Winding Up . A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to Sections 14.02 and 14.03 in order to minimize any losses otherwise attendant upon such winding up.

Section 14.06 Return of Capital . The liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the Members (it being understood that any such return shall be made solely from Company assets).

ARTICLE XV.
VALUATION

Section 15.01 Determination . “ Fair Market Value ” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02 , the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.

ARTICLE XVI.
GENERAL PROVISIONS

Section 16.01 Power of Attorney .

(a) Each Member who is a natural person hereby constitutes and appoints the Manager (or the liquidator, if applicable) with full power of substitution, as his or her true and lawful agent and attorney-in-fact, with full power and authority in his or her name, place and stead, to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates and other instruments and all amendments thereof which the Manager deems appropriate or necessary to form, qualify, or continue the qualification of, the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (B) all instruments which the Manager deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents which the Manager deems appropriate or necessary to reflect the dissolution and winding up of the Company pursuant to the terms of this Agreement, including a certificate of cancellation; and (D) all instruments relating to the admission, withdrawal or substitution of any Member pursuant to Article XII or XIII ; and

(ii) sign, execute, swear to and acknowledge all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the reasonable judgment of the Manager, to evidence, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Members hereunder or is consistent with the terms of this Agreement, in the reasonable judgment of the Manager, to effectuate the terms of this Agreement.

(b) The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination

of any Member and the transfer of all or any portion of his or her Company Interest and shall extend to such Member’s heirs, successors, assigns and personal representatives.

Section 16.02 Confidentiality .

(a) Each of the Members agrees to hold the Company’s Confidential Information in confidence and may not disclose such information except as otherwise authorized separately in writing by the Manager. “ Confidential Information ” as used herein includes all information concerning the Company or its Subsidiaries in the possession of or furnished to any Member, but is not limited to ideas, financial product structuring, business strategies, innovations and materials, all aspects of the Company’s business plan, proposed operation and products, corporate structure, financial and organizational information, analyses, proposed partners, software code and system and product designs, employees and their identities, equity ownership, the methods and means by which the Company plans to conduct its business, all trade secrets, trademarks, tradenames and all intellectual property associated with the Company’s business. With respect to each Member, Confidential Information does not include information or material that: (a) is rightfully in the possession of such Member at the time of disclosure by the Company; (b) before or after it has been disclosed to such Member by the Company, becomes part of public knowledge, not as a result of any action or inaction of such Member in violation of this Agreement; (c) is approved for release by written authorization of the Chief Executive Officer, Chief Operating and Legal Officer or Chief Financial Officer of the Company or of the Corporation; (d) is disclosed to such Member or their representatives by a third party not, to the knowledge of such Member in violation of any obligation of confidentiality owed to the Company with respect to such information; or (e) is or becomes independently developed by such Member or their respective representatives without use or reference to the Confidential Information.

(b) Each of the Members may disclose Confidential Information to its Subsidiaries, Affiliates, partners, directors, officers, employees, counsel, advisers, consultants, outside contractors and other agents, on the condition that such Persons keep the Confidential Information confidential to the same extent as such disclosing party is required to keep the Confidential Information confidential, solely to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement; provided that the disclosing party shall remain liable with respect to any breach of this Section 16.02 by any such Subsidiaries, Affiliates, partners, directors, officers, employees, counsel, advisers, consultants, outside contractors and other agents.

(c) Notwithstanding Section 16.02(a) or Section 16.02(b) , each of the Members may disclose Confidential Information (i) to the extent that such party is legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, (ii) for purposes of reporting to its stockholders and direct and indirect equity holders the performance of the Company and its Subsidiaries and for purposes of including applicable information in its financial statements to the extent required by applicable Law or applicable accounting standards; (iii) to any bona fide prospective purchaser of the equity or assets of a Member, or the Common Units held by such Member, or a prospective merger partner of such Member ( provided , that (i) such Persons will be informed by such Member of the confidential nature of such information

and shall agree in writing to keep such information confidential in accordance with the contents of this Agreement and (ii) each Member will be liable for any breaches of this Section 16.02 by any such Persons), or (iv) to the extent required to be disclosed by applicable Law. Notwithstanding any of the foregoing, nothing in this Section 16.02 will restrict in any manner the ability of the Corporation to comply with its disclosure obligations under Law, and the extent to which any Confidential Information is necessary or desirable to disclose.

Section 16.03 Amendments . This Agreement may be amended or modified upon the consent of the Manager and a majority of the Common Units entitled to vote then outstanding, which shall include Crestview so long as Crestview owns seven and a half percent (7.5%) of the Common Units and/or the ML Related Parties so long as the ML Related Parties owns seven and a half percent (7.5%) of the Common Units. Notwithstanding the foregoing, no amendment or modification:

(a) to this Section 16.03 may be made without the prior written consent of the Manager and each of the Members;

(b) to any of the terms and conditions of this Agreement which terms and conditions expressly require the approval or action of certain Persons may be made without obtaining the consent of the requisite number or specified percentage of such Persons who are entitled to approve or take action on such matter;

(c) to any of the terms and conditions of Article VI (and related definitions as used directly or indirectly therein) may be made without the prior written consent of the Manager; and

(d) to any of the terms and conditions of this Agreement which would (A) reduce the amounts distributable to such Member pursuant to Articles IV and XIV in a manner that is not pro rata with respect to all Members, (B) increase the liabilities of such Member hereunder, or (C) otherwise materially and adversely affect a holder of Units in a manner materially different than any other holder of Units of the same class or series (other than amendments, modifications and waivers (x) necessary to implement the provisions of Article XII or (y) relate to the rights and responsibilities of the Manager in its capacity as such under this Agreement) shall be effective against such disparately affected holder of Units without the prior written consent of such holder of Units.

Notwithstanding any of the foregoing, the Manager may make any amendment (i) of an administrative nature that is necessary in order to implement the substantive provisions hereof, without the consent of any other Member; provided that any such amendment does not adversely change the rights of the Members hereunder in any respect, or (ii) to reflect any changes to the Class A Common Stock.

Section 16.04 Title to Company Assets . Company assets shall be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. The Company shall hold title to all of its property in the name of the Company and not in the name of any Member. All Company assets shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company assets is held. The Company’s credit and assets shall

be used solely for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for, or in payment of, any individual obligation of any Member.

Section 16.05 Addresses and Notices . Any notice, request, demand or instruction specified or permitted by this Agreement will be in writing and will be either personally delivered, or received by certified mail, return receipt requested, or sent by reputable overnight courier service (charges prepaid) to the Company or by electronic mail at the address set forth below and to any other recipient and to any Member at such address as indicated by the Company’s records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when delivered personally or sent by telecopier ( provided confirmation of transmission is received), three (3) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service or if sent by electronic mail, upon confirmed receipt. Whenever any notice is required to be given by Law or this Agreement, a written waiver thereof signed by the Person entitled to such notice, whether before or after the time stated at which such notice is required to be given, shall be deemed equivalent to the giving of such notice.

To the Company:

CWGS Enterprises, LLC
250 Parkway Drive, Suite 270,

Lincolnshire, IL 60048
Attn: Thomas F. Wolfe, Chief Financial Officer
Brent Moody, Chief Operating and Legal Officer
E-mail:

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

Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
Attn: Marc Jaffe

Ian Schuman
Facsimile:
E-mail:

Section 16.06 Binding Effect; Intended Beneficiaries . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 16.07 Creditors . None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any of its Affiliates, and no creditor who makes a loan to the Company or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the Company in favor of such creditor) at any

time as a result of making the loan any direct or indirect interest in Company Profits, Losses, Distributions, capital or property other than as a secured creditor.

Section 16.08 Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

Section 16.09 Counterparts . This Agreement may be executed in separate counterparts, each of which will be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto.

Section 16.10 Applicable Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any suit, dispute, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be heard in the state or federal courts of the State of Delaware, and the parties hereby consent to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT (INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT) AND SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE. WITHOUT LIMITING THE FOREGOING, THE PARTIES AGREE THAT SERVICE OF PROCESS UPON SUCH PARTY AT THE ADDRESS REFERRED TO IN SECTION 16.05 (INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT), TOGETHER WITH WRITTEN NOTICE OF SUCH SERVICE TO SUCH PARTY, SHALL BE DEEMED EFFECTIVE SERVICE OF PROCESS UPON SUCH PARTY.

Section 16.11 Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 16.12 Further Action . The parties shall execute and deliver all documents, provide all information and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 16.13 Delivery by Electronic Transmission . This Agreement and any signed agreement or instrument entered into in connection with this Agreement or contemplated hereby,

and any amendments hereto or thereto, to the extent signed and delivered by means of an electronic transmission, including by a facsimile machine or via email, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of electronic transmission by a facsimile machine or via email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission as a defense to the formation of a contract and each such party forever waives any such defense.

Section 16.14 Right of Offset . Whenever the Company is to pay any sum (other than pursuant to Article IV ) to any Member, any amounts that such Member owes to the Company which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation shall not be subject to this Section 16.14 .

Section 16.15 Entire Agreement . This Agreement, those documents expressly referred to herein (including the Registration Rights Agreement and the Tax Receivable Agreement), any indemnity agreements entered into in connection with the Initial LLC Agreement with any member of the board of managers at that time and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. For the avoidance of doubt, the Initial LLC Agreement is superseded by this Agreement as of the Effective Time and shall be of no further force and effect thereafter.

Section 16.16 Remedies . Each Member shall have all rights and remedies set forth in this Agreement and all rights and remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any Law. Any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by Law.

Section 16.17 Descriptive Headings; Interpretation . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification.

Wherever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Amended and Restated Limited Liability Company Agreement as of the date first written above.

	COMPANY:

		CWGS ENTERPRISES, LLC

		By:
		Name:
		Title:

	MEMBERS:

[Signature Page to Amended and Restated Operating Agreement]

SCHEDULE 1

SCHEDULE OF PRE-IPO MEMBERS

Member	Original Common Units	Original Preferred Units	Original Profit Units




Total

SCHEDULE 2 *

SCHEDULE OF EFFECTIVE DATE MEMBERS

Member	Common Units	Percentage Interest




Total

* This Schedule of Members shall be updated from time to time to reflect any adjustment with respect to any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Common Units, or to reflect any additional issuances of Common Units pursuant to this Agreement.

Exhibit A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of , 20 (this “ Joinder ”), is delivered pursuant to that certain Amended and Restated Limited Liability Company Agreement, dated as of [ · ], 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ LLC Agreement ”) by and among CWGS Enterprises, LLC, a Delaware limited liability company (the “ Company ”), Camping World Holdings, Inc., a Delaware corporation and the managing member of the Company (“ Holdings ”), and each of the Members from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the LLC Agreement.

1. Joinder to the LLC Agreement . Upon the execution of this Joinder by the undersigned and delivery hereof to Holdings, the undersigned hereby is and hereafter will be a Member under the LLC Agreement and a party thereto, with all the rights, privileges and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the terms of the LLC Agreement as if it had been a signatory thereto as of the date thereof.

2. Incorporation by Reference . All terms and conditions of the LLC Agreement are hereby incorporated by reference in this Joinder as if set forth herein in full.

3. Address . All notices under the LLC Agreement to the undersigned shall be direct to:

[Name]
[Address]
[City, State, Zip Code]
Attn:
Facsimile:
E-mail:

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Joinder as of the day and year first above written.

	[NAME OF NEW MEMBER]

	By:
	Name:
	Title:

Acknowledged and agreed
as of the date first set forth above:

CWGS ENTERPRISES, LLC

By: CAMPING WORLD HOLDINGS, INC., its Managing Member

By:
Name:
Title:

Exhibit 10.23

CAMPING WORLD HOLDINGS, INC.
2016 INCENTIVE AWARD PLAN

ARTICLE 1.

PURPOSE

The purpose of the Camping World Holdings, Inc. 2016 Incentive Award Plan (as it may be amended or restated from time to time, the “ Plan ”) is to promote the success and enhance the value of Camping World Holdings, Inc. (the “ Company ”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1 “ Administrator ” shall mean the entity that conducts the general administration of the Plan as provided in Article 12. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 12.6, or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2 “ Affiliate ” shall mean (a) any Subsidiary, (b) any Parent, and (c) any domestic eligible entity that is disregarded, under Treasury Regulation Section 301.7701-3, as an entity separate from either (i) the Company, (ii) any Subsidiary or (iii) any Parent.

2.3 “ Applicable Accounting Standards ” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

2.4 “ Applicable Law ” shall mean any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.

2.5 Intentionally omitted.

2.6 “ Award ” shall mean an Option, a Stock Appreciation Right, a Restricted Stock award, a Restricted Stock Unit award, an Other Stock or Cash Based Award or a Dividend Equivalent award, which may be awarded or granted under the Plan (collectively, “ Awards ”).

2.7 “ Award Agreement ” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.

2.8 “ Award Limit ” shall mean with respect to Awards that shall be payable in Shares or in cash, as the case may be, the respective limit set forth in Section 3.2 .

2.9 “ Board ” shall mean the Board of Directors of the Company.

2.10 “ Change in Control ” shall mean and includes each of the following:

(a) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, any employee benefit plan maintained by the Company or any of its subsidiaries, any Significant Stockholder, or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided , however , that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any acquisition which complies with Sections 2.10(c)(i), 2.10(c)(ii) and 2.10(c)(iii); or (iv) in respect of an Award held by a particular Holder, any acquisition by the Holder or any group of persons including the Holder (or any entity controlled by the Holder or any group of persons including the Holder); or

(b) The Incumbent Directors cease for any reason to constitute a majority of the Board;

(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or

by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “ Successor Entity ”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided , however , that no person or group shall be treated for purposes of this Section 2.10(c)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; and

(iii) after which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction; or

(d) The consummation of a liquidation or dissolution of the Company.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation and is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

2.11 “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.

2.12 “ Committee ” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board or the Compensation Committee of the Board as described in Article 12 hereof.

2.13 “ Common Stock ” shall mean the Class A common stock of the Company, par value $0.01 per share.

2.14 “ Company ” shall have the meaning set forth in Article 1.

2.15 “ Consultant ” shall mean any consultant or adviser engaged to provide services to the Company or any Subsidiary who qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.

2.16 “ Covered Employee ” shall mean any Employee who is, or could be, a “covered employee” within the meaning of Section 162(m) of the Code.

2.17 “ Director ” shall mean a member of the Board, as constituted from time to time.

2.18 “ Director Limit ” shall have the meaning set forth in Section 4.6.

2.19 “ Dividend Equivalent ” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 10.2.

2.20 “ DRO ” shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.

2.21 “ Effective Date ” shall mean the day immediately prior to the Public Trading Date.

2.22 “ Eligible Individual ” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Administrator.

2.23 “ Employee ” shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations thereunder) of the Company or of any Subsidiary.

2.24 “ Equity Restructuring ” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

2.25 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.26 “ Expiration Date ” shall have the meaning given to such term in Section 13.1.

2.27 “ Fair Market Value ” shall mean, as of any given date, the value of a Share determined as follows:

(a) If the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) quoted or traded on any automated quotation system, its Fair Market Value shall be the

closing sales price for a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b) If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c) If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.

Notwithstanding the foregoing, with respect to any Award granted after the effectiveness of the Company’s registration statement relating to its initial public offering and on or prior to the Public Trading Date, the Fair Market Value shall mean the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.

2.28 “ Greater Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).

2.29 “ Holder ” shall mean a person who has been granted an Award.

2.30 “ Incentive Stock Option ” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.

2.31 “ Incumbent Directors ’ shall mean for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 2.10(a) or 2.10(c)) whose election or nomination for election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director without objection to such nomination) of the Directors then still in office who either were Directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

2.32 “ Non-Employee Director ” shall mean a Director of the Company who is not an Employee.

2.33 “ Non-Employee Director Equity Compensation Policy ” shall have the meaning set forth in Section 4.6.

2.34 “ Non-Qualified Stock Option ” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.

2.35 “ Option ” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided , however , that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified Stock Options.

2.36 “ Option Term ” shall have the meaning set forth in Section 6.4.

2.37 “ Organizational Documents ” shall mean, collectively, (a) the Company’s articles of incorporation, certificate of incorporation, bylaws or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee’s charter or other similar organizational documentation relating to the creation and governance of the Committee.

2.38 “ Other Stock or Cash Based Award ” shall mean a cash payment, cash bonus award, stock payment, stock bonus award, performance award or incentive award that is paid in cash, Shares or a combination of both, awarded under Section 10.1, which may include, without limitation, deferred stock, deferred stock units, retainers, committee fees, and meeting-based fees.

2.39 “ Performance-Based Compensation ” shall mean any compensation that is intended to qualify as “performance-based compensation” as described in Section 162(m)(4)(C) of the Code.

2.40 “ Performance Criteria ” shall mean the criteria (and adjustments) that the Administrator selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:

(a) The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or revenue; (iii) revenue growth or product revenue growth; (iv) net income (either before or after taxes); (v) adjusted net income; (vi) operating earnings or profit (either before or after taxes); (vii) cash flow (including, but not limited to, operating cash flow and free cash flow); (viii) return on assets or net assets; (ix) return on capital and cost of capital; (x) return on stockholders’ equity; (xi) total stockholder return; (xii) return on sales; (xiii) gross or net profit or operating margin; (xiv) costs, reductions in costs and cost control measures; (xv) funds from operations or funds available for distributions; (xvi) expenses; (xvii) working capital; (xviii) earnings or loss per share; (xix) adjusted earnings per share; (xx) price per share of Common

Stock or appreciation in and/or maintenance of such price; (xxi) economic value added models or similar metrics; (xxii) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization of a product); (xxiii) implementation or completion of critical projects or processes; (xxiv) sales or market share; (xxv) licensing revenue; (xxvi) brand recognition/acceptance, (xxvii) inventory turns or cycle time and supply chain achievements (including, without limitation, establishing relationships with manufacturers or suppliers of component materials and manufacturers of the Company’s products), (xxviii) strategic initiatives (including, without limitation, with respect to market penetration, geographic business expansion, manufacturing, commercialization, production and productivity, customer satisfaction and growth, employee satisfaction, recruitment and maintenance of personnel, human resources management, supervision of litigation and other legal matters, information technology, strategic partnerships and transactions (including acquisitions, dispositions, joint ventures, in-licensing and out-licensing of intellectual property, and establishment of relationships with commercial entities with respect to the marketing, distribution and sale of Company products, and factoring transactions, research and development and related activity, and financial or other capital raising transactions); (xxix) new or existing store results and operations and new store openings; and (xxx) financial ratios (including, without limitation, those measuring liquidity, activity, profitability or leverage), any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

(b) The Administrator, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or infrequent corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or fluctuations; or (xxi) items relating to any other unusual or nonrecurring events or changes in Applicable Law, Applicable Accounting Standards or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

2.41 “ Performance Goals ” shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a Subsidiary, division, business unit, or an individual. The achievement of each Performance Goal shall be determined, to the extent applicable, with reference to Applicable Accounting Standards.

2.42 “ Performance Period ” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Holder’s right to, vesting of, and/or the payment in respect of, an Award.

2.43 “ Permitted Transferee ” shall mean, with respect to a Holder, any “family member” of the Holder, as defined in the General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or any other transferee specifically approved by the Administrator after taking into account Applicable Law.

2.44 “ Plan ” shall have the meaning set forth in Article 1.

2.45 “ Program ” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.

2.46 “ Public Trading Date ” shall mean the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

2.47 “ Restricted Stock ” shall mean Common Stock awarded under Article 8 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase.

2.48 “ Restricted Stock Units ” shall mean the right to receive Shares awarded under Article 9.

2.49 “ Section 409A ” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date.

2.50 “ Securities Act ” shall mean the Securities Act of 1933, as amended.

2.51 “ Shares ” shall mean shares of Common Stock.

2.52 “ Significant Stockholder ” shall mean any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) that, individually or as a part of any related “group” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) of “persons,” holds, immediately following the issuance (i) of Common Stock and Class B common stock to holders of equity interests in CWGS Enterprises, LLC and (ii) one share of Class C common

stock to ML RV Group, LLC, in each case, in connection with the Company’s initial public offering, 10% or more of the total combined voting power of all classes of common stock of the Company (ignoring for purposes of such calculation any Common Stock issued in connection with the Company’s initial public offering to persons or entities other than the holders of equity interests in CWGS Enterprises, LLC).

2.53 “ Stock Appreciation Right ” shall mean an Award entitling the Holder (or other person entitled to exercise pursuant to the Plan) to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of such Award from the Fair Market Value on the date of exercise of such Award by the number of Shares with respect to which such Award shall have been exercised, subject to any limitations the Administrator may impose.

2.54 “ Stock Appreciation Right Term ” shall have the meaning set forth in Section 11.4.

2.55 “ Subsidiary ” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.56 “ Substitute Award ” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided , however , that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

2.57 “ Termination of Service ” shall mean:

(a) As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, without limitation, by resignation, expiration of term, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary.

(b) As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary.

(c) As to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but

excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary.

The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided , however , that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then-applicable regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares .

(a) Subject to Sections 3.1(b) and 13.2, the aggregate number of Shares which may be issued or transferred pursuant to Awards (including, without limitation, Incentive Stock Options) under the Plan is 14,693,518. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.

(b) If any Shares subject to an Award are forfeited or expire, are converted to shares of another Person in connection with a spin-off or other similar event, or such Award is settled for cash (in whole or in part) (including Shares repurchased by the Company under Section 8.4 at the same price paid by the Holder), the Shares subject to such Award shall, to the extent of such forfeiture, expiration, conversion or cash settlement, again be available for future grants of Awards under the Plan. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 3.1(a) and shall not be available for future grants of Awards: (i) Shares tendered by a Holder or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of Options. Any Shares repurchased by the Company under Section 8.4 at the same price paid by the Holder so that such Shares are returned to the Company shall again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares

available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

(c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan, except as may be required by reason of Section 422 of the Code. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available Shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Subsidiaries immediately prior to such acquisition or combination.

3.2 Limitation on Number of Shares Subject to Awards . Notwithstanding any provision in the Plan to the contrary, and subject to Section 13.2, the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 4,868,776 and the maximum aggregate amount of cash that may be paid in cash to any one person during any calendar year with respect to one or more Awards payable in cash shall be $5,000,000; provided , however , that the foregoing limitations shall not apply prior to the Public Trading Date and, following the Public Trading Date, the foregoing limitations shall not apply until the earliest of: (a) the first material modification of the Plan (including any increase in the number of Shares reserved for issuance under the Plan in accordance with Section 3.1); (b) the issuance of all of the Shares reserved for issuance under the Plan; (c) the expiration of the Plan; (d) the first meeting of stockholders at which members of the Board are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security of the Company under Section 12 of the Exchange Act; or (e) such other date, if any, on which the “reliance period” described under U.S. Treasury Regulation 1.162-27(f)(2) expires pursuant to Section 162(m) of the Code and the rules and regulations promulgated thereunder. To the extent required by Section 162(m) of the Code, Shares subject to Awards which are canceled shall continue to be counted against the Award Limit.

ARTICLE 4.

GRANTING OF AWARDS

4.1 Participation . The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except for any Non-Employee Director’s right to Awards that may be provided for pursuant to the Non-Employee Director Equity Compensation Policy as described in Section 4.6, no Eligible

Individual or other Person shall have any right to be granted an Award pursuant to the Plan and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly. Participation by each Holder in the Plan shall be voluntary and nothing in the Plan or any Program shall be construed as mandating that any Eligible Individual or other Person shall participate in the Plan.

4.2 Award Agreement . Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such Award as determined by the Administrator in its sole discretion (consistent with the requirements of the Plan and any applicable Program). Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

4.3 Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

4.4 At-Will Service . Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Subsidiary.

4.5 Foreign Holders . Notwithstanding any provision of the Plan or applicable Program to the contrary, in order to comply with the laws in countries other than the United States in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange or other Applicable Law, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with Applicable Law (including, without limitation, applicable foreign laws or listing requirements of any foreign securities exchange); (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided , however , that no such subplans and/or modifications shall increase the share limitation contained in Section 3.1, or the Award Limit or the Director Limit; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or

comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange.

4.6 Non-Employee Director Awards .

(a) Non-Employee Director Equity Compensation Policy . The Administrator, in its sole discretion, may provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written nondiscretionary formula established by the Administrator (the “ Non-Employee Director Equity Compensation Policy ”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its sole discretion. The Non-Employee Director Equity Compensation Policy may be modified by the Administrator from time to time in its sole discretion.

(b) Director Limit . Notwithstanding any provision to the contrary in the Plan or in the Non-Employee Director Equity Compensation Policy, the sum of the grant date fair value of equity-based Awards and the amount of any cash-based Awards granted to a Non-Employee Director during any calendar year shall not exceed $500,000 (the “ Director Limit ”).

ARTICLE 5.

PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION

5.1 Purpose . The Administrator may, in its sole discretion, (a) determine whether an Award is intended to qualify as Performance-Based Compensation and (b) at any time after any such determination, alter such intent for any or no reason. If the Administrator, in its sole discretion, decides to grant an Award that is intended to qualify as Performance-Based Compensation (other than an Option or Stock Appreciation Right), then the provisions of this Article 5 shall control over any contrary provision contained in the Plan or any applicable Program; provided that, if after such decision the Administrator alters such intention for any reason, the provisions of this Article 5 shall no longer control over any other provision contained in the Plan or any applicable Program. The Administrator, in its sole discretion, may (i) grant Awards to Eligible Individuals that are based on Performance Criteria or Performance Goals or any such other criteria and goals as the Administrator shall establish, but that do not satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based Compensation and (ii) subject any Awards intended to qualify as Performance-Based Compensation to additional conditions and restrictions unrelated to any Performance Criteria or Performance Goals (including, without limitation, continued employment or service requirements) to the extent such Awards otherwise satisfy the requirements of this Article 5 with respect to the Performance Criteria and Performance Goals applicable thereto. Unless otherwise specified by the Administrator at the time of grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of Applicable Accounting Standards.

5.2 Procedures with Respect to Performance-Based Awards . To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, with respect to any Award which is intended to qualify as Performance-Based Compensation, no later than 90 days following the commencement of any Performance Period or any designated fiscal period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Administrator shall, in writing, (a) designate one or more Eligible Individuals, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Administrator shall certify in writing whether and the extent to which the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned under such Awards, the Administrator (i) shall, unless otherwise provided in an Award Agreement, have the right to reduce or eliminate the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant, including the assessment of individual or corporate performance for the Performance Period, but (ii) shall in no event have the right to increase the amount payable for any reason.

5.3 Payment of Performance-Based Awards . Unless otherwise provided in the applicable Program or Award Agreement and only to the extent otherwise permitted by Section 162(m) of the Code, as to an Award that is intended to qualify as Performance-Based Compensation, the Holder must be employed by the Company or a Subsidiary throughout the Performance Period. Unless otherwise provided in the applicable Program or Award Agreement, a Holder shall be eligible to receive payment pursuant to such Awards for a Performance Period only if and to the extent the Performance Goals for such Performance Period are achieved.

5.4 Additional Limitations . Notwithstanding any other provision of the Plan and except as otherwise determined by the Administrator, any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code or any regulations or rulings issued thereunder that are requirements for qualification as Performance-Based Compensation, and the Plan and the applicable Program and Award Agreement shall be deemed amended to the extent necessary to conform to such requirements.

ARTICLE 6.

GRANTING OF OPTIONS AND STOCK APPRECIATION RIGHTS

6.1 Granting of Options and Stock Appreciation Rights to Eligible Individuals . The Administrator is authorized to grant Options and Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.

6.2 Qualification of Incentive Stock Options . The Administrator may grant Options intended to qualify as Incentive Stock Options only to employees of the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations” as defined in

Sections 424(e) or 424(f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any parent corporation or subsidiary corporation thereof (as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the fair market value of stock shall be determined as of the time the respective options were granted. Any interpretations and rules under the Plan with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. Neither the Company nor the Administrator shall have any liability to a Holder, or any other Person, (a) if an Option (or any part thereof) which is intended to qualify as an Incentive Stock Option fails to qualify as an Incentive Stock Option or (b) for any action or omission by the Company or the Administrator that causes an Option not to qualify as an Incentive Stock Option, including without limitation, the conversion of an Incentive Stock Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy the requirements under the Code applicable to an Incentive Stock Option.

6.3 Option and Stock Appreciation Right Exercise Price . The exercise price per Share subject to each Option and Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option or Stock Appreciation Right, as applicable, is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). Notwithstanding the foregoing, in the case of an Option or Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Section 424 and 409A of the Code.

6.4 Option and SAR Term . The term of each Option (the “ Option Term ”) and the term of each Stock Appreciation Right (the “ SAR Term ”) shall be set by the Administrator in its sole discretion; provided , however , that the Option Term or SAR Term, as applicable, shall not be more than (a) ten (10) years from the date the Option or Stock Appreciation Right, as applicable, is granted to an Eligible Individual (other than, in the case of Incentive Stock Options, a Greater Than 10% Stockholder), or (b) five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. Except as limited by the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder or the first sentence of this Section 6.4 and without limiting the Company’s rights under Section 11.7, the

Administrator may extend the Option Term of any outstanding Option or the SAR Term of any outstanding Stock Appreciation Right, and may extend the time period during which vested Options or Stock Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder or otherwise, and may amend, subject to Section 11.7 and 13.1, any other term or condition of such Option or Stock Appreciation Right relating to such a Termination of Service of the Holder or otherwise.

6.5 Option and SAR Vesting . The period during which the right to exercise, in whole or in part, an Option or Stock Appreciation Right vests in the Holder shall be set by the Administrator and set forth in the applicable Award Agreement. Unless otherwise determined by the Administrator in the Award Agreement, the applicable Program or by action of the Administrator following the grant of the Option or Stock Appreciation Right, (a) no portion of an Option or Stock Appreciation Right which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable and (b) the portion of an Option or Stock Appreciation Right that is unexercisable at a Holder’s Termination of Service shall automatically expire thirty (30) days following the date of a Termination of Service due to death or disability and on the date of a Termination of Service for any other reason.

6.6 Substitute Awards . Notwithstanding the foregoing provisions of this Article 6 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the Shares subject to such Option may be less than the Fair Market Value per share on the date of grant; provided that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

ARTICLE 7.

EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS

7.1 Exercise and Payment . An exercisable Option or Stock Appreciation Right may be exercised in whole or in part. However, an Option or Stock Appreciation Right shall not be exercisable with respect to fractional Shares and the Administrator may require that, by the terms of the Option or Stock Appreciation Right, a partial exercise must be with respect to a minimum number of Shares. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 7 shall be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.

7.2 Manner of Exercise . Except as set forth in Section 7.3, all or a portion of an exercisable Option or Stock Appreciation Right shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, the stock plan administrator of the Company or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(a) A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option or Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed or otherwise acknowledged electronically by the Holder or other person then entitled to exercise the Option or Stock Appreciation Right or such portion thereof;

(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law;

(c) In the event that the Option shall be exercised pursuant to Section 11.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option or Stock Appreciation Right, as determined in the sole discretion of the Administrator; and

(d) Full payment of the exercise price and applicable withholding taxes for the Shares with respect to which the Option or Stock Appreciation Right, or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with Sections 11.1 and 11.2.

7.3 Intentionally omitted .

7.4 Notification Regarding Disposition . The Holder shall give the Company prompt written or electronic notice of any disposition of Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after the date of transfer of such Shares to such Holder. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Holder in such disposition or other transfer.

ARTICLE 8.

AWARD OF RESTRICTED STOCK

8.1 Award of Restricted Stock .

(a) The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan or any applicable Program, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

(b) The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided , however , that if a purchase price is charged, such purchase price shall be no less than the par value, if any, of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Stock to the extent required by Applicable Law.

8.2 Rights as Stockholders . Subject to Section 8.4, upon issuance of Restricted Stock, the Holder shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the restrictions in the Plan, any applicable Program and/or the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Shares to the extent such dividends and other distributions have a record date that is on or after the date on which the Holder to whom such Shares are granted becomes the record holder of such Restricted Stock; provided , however , that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares may be subject to the restrictions set forth in Section 8.3. In addition, with respect to a share of Restricted Stock with performance-based vesting, dividends which are paid prior to vesting shall only be paid out to the Holder to the extent that the performance-based vesting conditions are subsequently satisfied and the share of Restricted Stock vests.

8.3 Restrictions . All shares of Restricted Stock (including any shares received by Holders thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to such restrictions and vesting requirements as the Administrator shall provide in the applicable Program or Award Agreement. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of the applicable Program or Award Agreement.

8.4 Repurchase or Forfeiture of Restricted Stock . Except as otherwise determined by the Administrator if no price was paid by the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Holder’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a price was paid by the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Stock or such other amount as may be specified in the applicable Program or Award Agreement. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide that upon certain events, including, without limitation, a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Stock then subject to restrictions shall not lapse, such Restricted Stock shall vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase.

8.5 Section 83(b) Election . If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue Service.

ARTICLE 9.

AWARD OF RESTRICTED STOCK UNITS

9.1 Grant of Restricted Stock Units . The Administrator is authorized to grant Awards of Restricted Stock Units to any Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.

9.2 Term . Except as otherwise provided herein, the term of a Restricted Stock Unit award shall be set by the Administrator in its sole discretion.

9.3 Purchase Price . The Administrator shall specify the purchase price, if any, to be paid by the Holder to the Company with respect to any Restricted Stock Unit award; provided , however , that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.

9.4 Vesting of Restricted Stock Units . At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Subsidiary, one or more Performance Criteria, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator.

9.5 Maturity and Payment . At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted Stock Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, and subject to compliance with Section 409A, in no event shall the maturity date relating to each Restricted Stock Unit occur following the later of (a) the 15 th day of the third month following the end of calendar year in which the applicable portion of the Restricted Stock Unit vests; or (b) the 15 th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted Stock Unit vests. On the maturity date, the Company shall, in accordance with the applicable Award Agreement and subject to Section 11.4(f), transfer to the Holder one unrestricted, fully transferable Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash and Common Stock as determined by the Administrator.

9.6 Payment upon Termination of Service . An Award of Restricted Stock Units shall only be payable while the Holder is an Employee, a Consultant or a member of the Board, as applicable; provided , however , that the Administrator, in its sole discretion, may provide (in an Award Agreement or otherwise) that a Restricted Stock Unit award may be paid subsequent to a Termination of Service in certain events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service.

ARTICLE 10.

AWARD OF OTHER STOCK OR CASH BASED AWARDS AND DIVIDEND EQUIVALENTS

10.1 Other Stock or Cash Based Awards . The Administrator is authorized to (a) grant Other Stock or Cash Based Awards, including awards entitling a Holder to receive Shares or cash to be delivered immediately or in the future, to any Eligible Individual and (b) determine whether such Other Stock or Cash Based Awards shall be Performance-Based Compensation. Subject to the provisions of the Plan and any applicable Program, the Administrator shall determine the terms and conditions of each Other Stock or Cash Based Award, including the term of the Award, any exercise or purchase price, performance goals, including the Performance Criteria, transfer restrictions, vesting conditions and other terms and conditions applicable thereto, which shall be set forth in the applicable Award Agreement. Other Stock or Cash Based Awards may be paid in cash, Shares, or a combination of cash and Shares, as determined by the Administrator, and may be available as a form of payment in the settlement of other Awards granted under the Plan, as stand-alone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an Eligible Individual is otherwise entitled.

10.2 Dividend Equivalents .

(a) Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Holder and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such restrictions and limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to an Award with performance-based vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Holder to the extent that the performance-based vesting conditions are subsequently satisfied and the Award vests.

(b) Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.

ARTICLE 11.

ADDITIONAL TERMS OF AWARDS

11.1 Payment . The Administrator shall determine the method or methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) held for any minimum period of time as may be established by the Administrator having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the

broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (d) other form of legal consideration acceptable to the Administrator in its sole discretion or (e) any combination of the above permitted forms of payment. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

11.2 Tax Withholding . The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan or any Award. The Administrator may, in its sole discretion and in satisfaction of the foregoing requirement, or in satisfaction of such additional withholding obligations as a Holder may have elected, allow a Holder to satisfy such obligations by any payment means described in Section 11.1 hereof, including without limitation, by allowing such Holder to elect to have the Company or any Subsidiary withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be no greater than the number of Shares which have a fair market value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the maximum statutory withholding rates in such Holder’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

11.3 Transferability of Awards .

(a) Except as otherwise provided in Sections 11.3(b) and 11.3(c):

(i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than (A) by will or the laws of descent and distribution or (B) subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;

(ii) No Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Holder or the Holder’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has

been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed, and any attempted disposition of an Award prior to satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition is permitted by Section 11.3(a)(i); and

(iii) During the lifetime of the Holder, only the Holder may exercise any exercisable portion of an Award granted to such Holder under the Plan, unless it has been disposed of pursuant to a DRO. After the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by the Holder’s personal representative or by any person empowered to do so under the deceased Holder’s will or under the then-applicable laws of descent and distribution.

(b) Notwithstanding Section 11.3(a), the Administrator, in its sole discretion, may determine to permit a Holder or a Permitted Transferee of such Holder to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become a Nonqualified Stock Option) to any one or more Permitted Transferees of such Holder, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than (A) to another Permitted Transferee of the applicable Holder or (B) by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award to any Person other than another Permitted Transferee of the applicable Holder); and (iii) the Holder (or transferring Permitted Transferee) and the receiving Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable Law and (C) evidence the transfer. In addition, and further notwithstanding Section 11.3(a), hereof, the Administrator, in its sole discretion, may determine to permit a Holder to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and other Applicable Law, the Holder is considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust.

(c) Notwithstanding Section 11.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Holder and, any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person other than the Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary with respect to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the Holder’s spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a

beneficiary designation may be changed or revoked by a Holder at any time; provided that the change or revocation is delivered in writing to the Administrator prior to the Holder’s death.

11.4 Conditions to Issuance of Shares .

(a) The Administrator shall determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Shares is in compliance with Applicable Law and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Holder make such reasonable covenants, agreements and representations as the Administrator, in its sole discretion, deems advisable in order to comply with Applicable Law.

(b) All share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place legends on any share certificate or book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions applicable to Restricted Stock).

(c) The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

(d) No fractional Shares shall be issued and the Administrator, in its sole discretion, shall determine whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.

(e) The Company, in its sole discretion, may (i) retain physical possession of any stock certificate evidencing Shares until any restrictions thereon shall have lapsed and/or (ii) require that the stock certificates evidencing such Shares be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Holder deliver a stock power, endorsed in blank, relating to such Shares.

(f) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

11.5 Forfeiture and Claw-Back Provisions . All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award and any payments of a portion of an incentive-based bonus pool allocated to a Holder) shall be

subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an Award, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.

11.6 Prohibition on Repricing . Subject to Section 13.2, the Administrator shall not, without the approval of the stockholders of the Company, (a) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or (b) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 13.2, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding Award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award. Furthermore, for purposes of this Section 11.6, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights without the approval of the stockholders of the Company.

11.7 Amendment of Awards . Subject to Applicable Law, the Administrator may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or settlement, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Holder’s consent to such action shall be required unless (a) the Administrator determines that the action, taking into account any related action, would not materially and adversely affect the Holder, or (b) the change is otherwise permitted under the Plan (including, without limitation, under Section 13.2 or 13.10).

11.8 Data Privacy . As a condition of receipt of any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section 11.8 by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Company and its Subsidiaries may hold certain personal information about a Holder, including but not limited to, the Holder’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares of stock held in the Company or any of its Subsidiaries, details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “ Data ”). The Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Holder’s participation in the Plan, and the Company and its Subsidiaries may

each further transfer the Data to any third parties assisting the Company and its Subsidiaries in the implementation, administration and management of the Plan. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, each Holder authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Holder’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or any of its Subsidiaries or the Holder may elect to deposit any Shares. The Data related to a Holder will be held only as long as is necessary to implement, administer, and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data held by the Company with respect to such Holder, request additional information about the storage and processing of the Data with respect to such Holder, recommend any necessary corrections to the Data with respect to the Holder or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel Holder’s ability to participate in the Plan and, in the Administrator’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Holders may contact their local human resources representative.

ARTICLE 12.

ADMINISTRATION

12.1 Administrator . The Committee shall administer the Plan (except as otherwise permitted herein). To the extent necessary to comply with Rule 16b-3 of the Exchange Act, and with respect to Awards that are intended to be Performance-Based Compensation, including Options and Stock Appreciation Rights, then the Committee shall take all action with respect to such Awards, and the individuals taking such action shall consist solely of two or more Non-Employee Directors, each of whom is intended to qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule and an “outside director” for purposes of Section 162(m) of the Code. Additionally, to the extent required by Applicable Law, each of the individuals constituting the Committee shall be an “independent director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 12.1 or the Organizational Documents. Except as may otherwise be provided in the Organizational Documents or as otherwise required by Applicable Law, (a) appointment of Committee members shall be effective upon acceptance of appointment, (b) Committee members may resign at any time by delivering written or electronic notice to the Board and (c) vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (i) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the terms “Administrator” as used in the Plan shall be deemed to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 12.6.

12.2 Duties and Powers of Administrator . It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend the Plan or any Program or Award Agreement; provided that the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not materially and adversely affected by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 11.5 or Section 13.10. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee in its capacity as the Administrator under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or any regulations or rules issued thereunder, or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.

12.3 Action by the Administrator . Unless otherwise established by the Board, set forth in any Organizational Documents or as required by Applicable Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

12.4 Authority of Administrator . Subject to the Organizational Documents, any specific designation in the Plan and Applicable Law, the Administrator has the exclusive power, authority and sole discretion to:

(a) Designate Eligible Individuals to receive Awards;

(b) Determine the type or types of Awards to be granted to each Eligible Individual (including, without limitation, any Awards granted in tandem with another Award granted pursuant to the Plan);

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase price, any Performance Criteria or performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and claw-back and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;

(e) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f) Prescribe the form of each Award Agreement, which need not be identical for each Holder;

(g) Decide all other matters that must be determined in connection with an Award;

(h) Establish, adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan;

(i) Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan; and

(k) Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to whatever terms and conditions it selects and Section 13.2.

12.5 Decisions Binding . The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding and conclusive on all Persons.

12.6 Delegation of Authority . The Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 12; provided , however , that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees with respect to Awards intended to constitute Performance Based Compensation, or (c) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided , further , that any delegation of administrative authority shall only be permitted to the extent it is permissible under any Organizational Documents and Applicable Law (including, without limitation, Section 162(m) of the Code). Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 12.6 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously delegated authority.

ARTICLE 13.

MISCELLANEOUS PROVISIONS

13.1 Amendment, Suspension or Termination of the Plan .

(a) Except as otherwise provided in Section 13.1(b), the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board; provided that, except as provided in Section 11.5 and Section 13.10, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, materially and adversely affect any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides.

(b) Notwithstanding Section 1.3.1(a), the Board may not, except as provided in Section 13.1, take any of the following actions without approval of the Company’s stockholders given within twelve (12) months before or after such action: (i) increase the limit imposed in Section 3.1 on the maximum number of Shares which may be issued under the Plan or the Award Limit, (ii) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan or take any action prohibited under Section 11.6, or (iii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 11.6

(c) No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event may any Award be granted under the Plan after the tenth (10 th ) anniversary of the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders (such anniversary, the “ Expiration Date ”). Any Awards that are outstanding on the Expiration Date shall remain in force according to the terms of the Plan, the applicable Program and the applicable Award Agreement.

13.2 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events .

(a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s stock or the share price of the Company’s stock other than an Equity Restructuring, the Administrator may make equitable adjustments, if any, to reflect such change with respect to: (i) the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitation[s] in Section 3.1 on the maximum number and kind of Shares which may be issued under the Plan, adjustments of the Award Limit); (ii) the number and kind of Shares (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price per share for any outstanding Awards under the Plan; and (v) the number and kind of Shares (or other securities or property) for which automatic grants are subsequently to be made to new and continuing Non-Employee Directors pursuant to Section 4.6. Any adjustment affecting an Award

intended as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code unless otherwise determined by the Administrator.

(b) In the event of any transaction or event described in Section 13.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any Subsidiary of the Company, or the financial statements of the Company or any Subsidiary, or of changes in Applicable Law or Applicable Accounting Standards, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in Applicable Law or Applicable Accounting Standards:

(i) To provide for the termination of any such Award in exchange for an amount of cash and/or other property with a value equal to the amount that would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 13.2 the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment);

(ii) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the Administrator;

(iii) To make adjustments in the number and type of Shares of the Company’s stock (or other securities or property) subject to such Award and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;

(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Program or Award Agreement;

(v) To replace such Award with other rights or property selected by the Administrator; and/or

(vi) To provide that the Award cannot vest, be exercised or become payable after such event.

(c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 13.2(a) and 13.2(b):

(i) The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted (and the adjustments provided under this Section 13.2(c)(i) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company); and/or

(ii) The Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitation in Section 3.1 on the maximum number and kind of Shares which may be issued under the Plan, and adjustments of the Award Limit.

(d) In the event an Award continues in effect or is assumed or an equivalent Award substituted, and a Holder incurs Termination of Service without “cause” (as such term is defined in the sole discretion of the Administrator, or as set forth in the Award Agreement relating to such Award) upon or within twelve (12) months following the Change in Control, then such Holder shall be fully vested in such continued, assumed or substituted Award.

(e) In the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award, the Administrator may cause (i) any or all of such Award (or portion thereof) to terminate in exchange for cash, rights or other property pursuant to Section 13.2(b)(i) or (ii) any or all of such Award (or portion thereof) to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Award to lapse. If any such Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Holder that such Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and such Award shall terminate upon the expiration of such period.

(f) For the purposes of this Section 13.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided , however , that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per-share consideration received by holders of Common Stock in the Change in Control.

(g) The Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.

(h) Unless otherwise determined by the Administrator, no adjustment or action described in this Section 13.2 or in any other provision of the Plan shall be authorized to the extent it would (i) with respect to Awards which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, cause such Awards to fail to so qualify as Performance-Based Compensation, (ii) cause the Plan to violate Section 422(b)(1) of the Code, (iii) result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 of the Exchange Act, or (iv) cause an Award to fail to be exempt from or comply with such Section 409A.

(i) The existence of the Plan, any Program, any Award Agreement and/or the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(j) In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Administrator, in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.

13.3 Approval of Plan by Stockholders . The Plan shall be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan.

13.4 No Stockholders Rights . Except as otherwise provided herein, a Holder shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.

13.5 Paperless Administration . In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

13.6 Effect of Plan upon Other Compensation Plans . The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary, or (b) to grant or assume options or

other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.

13.7 Compliance with Laws . The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including but not limited to state, federal and foreign securities law and margin requirements), and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. The Administrator, in its sole discretion, may take whatever actions it deems necessary or appropriate to effect compliance with Applicable Law, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars. Notwithstanding anything to the contrary herein, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.

13.8 Titles and Headings, References to Sections of the Code or Exchange Act . The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.

13.9 Governing Law . The Plan and any Programs and Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.

13.10 Section 409A . To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Plan, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A. In that regard, to the extent any Award under the Plan or any other compensatory plan or arrangement of the Company or any of its Subsidiaries is subject to Section 409A, and such Award or other amount is payable on account of a Participant’s Termination of Service (or any similarly defined term), then (a) such Award or amount shall only be paid to the extent such Termination of Service qualifies as a “separation from service” as defined in Section 409A, and (b) if such Award or amount is payable to a “specified employee” as defined in Section 409A then to the extent required in order to avoid a prohibited distribution under Section 409A, such Award or other compensatory payment shall not be payable prior to the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s Termination of Service, or (ii) the date of the Participant’s death. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the

event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A, the Administrator may (but is not obligated to), without a Holder’s consent, adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (A) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (B) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under Section 409A. The Company makes no representations or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this Section 13.10 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to any Holder or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.

13.11 Unfunded Status of Awards . The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Subsidiary.

13.12 Indemnification . To the extent permitted under Applicable Law and the Organizational Documents, each member of the Administrator shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

13.13 Relationship to other Benefits . No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

13.14 Expenses . The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

* * * * *

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Camping World Holdings, Inc. on , 2016.

* * * * *

I hereby certify that the foregoing Plan was approved by the stockholders of Camping World Holdings, Inc. on , 2016.

Executed on this day of , 2016.


	Corporate Secretary

Exhibit 10.31

CAMPING WORLD HOLDINGS, INC.

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “ Agreement ”) is made and entered into as of , 20[16] between Camping World Holdings, Inc., a Delaware corporation (the “ Company ”), and [Name] (“ Indemnitee ”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as [directors] [officers] or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “ Board ”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The By-laws and Certificate of Incorporation of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“ DGCL ”). The By-laws and Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the By-laws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and

shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as an [officer] [director] from and after the date hereof, the parties hereto agree as follows:

1. Indemnity of Indemnitee . The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a) , Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b) , Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware (the “ Delaware Court ”) shall determine that such indemnification may be made.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d) Indemnification of Appointing Stockholder. If (i) Indemnitee is or was affiliated with one or more venture capital funds or other person (including, but not limited to, any corporation, limited liability company or other entity) that has invested in the Company (an “ Appointing Stockholder ”), and (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Stockholder’s position as a stockholder of, or lender to, the Company, or Appointing Stockholder’s appointment of or affiliation with Indemnitee or any other director, including without limitation any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.

The rights provided to the Appointing Stockholder under this Section 1(d) shall (i) be suspended during any period during which the Appointing Stockholder does not have a representative on the Company’s Board and (ii) terminate on an initial public offering of the Company’s Common Stock; provided, however, that in the event of any such suspension or termination, the Appointing Stockholder’s rights to indemnification will not be suspended or terminated with respect to any Proceeding based in whole or in part on facts and circumstances occurring at any time prior to such suspension or termination regardless of whether the Proceeding arises before or after such suspension or termination. The Company and Indemnitee agree that the Appointing Stockholder is an express third party beneficiary of the terms of this Section 1(d).

2. Additional Indemnity . In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), to the fullest extent permitted or authorized by the laws of the State of Delaware. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution .

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or

proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

5. Advancement of Expenses . Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. The Indemnitee shall qualify for advances upon the execution and delivery to the Corporation of this Agreement, which shall constitute an undertaking by Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification . It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c) . The Independent Counsel shall be selected by the Board. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement,

and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the conclusion of the Proceeding giving rise to the request for indemnification, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c) , regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after the conclusion of the Proceeding giving rise to the request for indemnification, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to

make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60)-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after the conclusion of the Proceeding giving rise to the request for indemnification, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such resolution and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such resolution and such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

7. Remedies of Indemnitee .

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after the conclusion of the Proceeding giving rise to the request for indemnification, (iv) payment of indemnification required by Section 4 is not made pursuant to this Agreement within thirty (30) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in the Delaware Court of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a) . The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b) .

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7 , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 7 , seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation .

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) Except as provided in Section 8(f) of this Agreement, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) Except as provided in Section 8(f) of this Agreement, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) Except as provided in Section 8(f) of this Agreement, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was

serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

(f) The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of Expenses and/or insurance provided by the Indemnitee-Related Entities. The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Indemnitee-Related Entities to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement and the Certificate of Incorporation or the By-Laws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Indemnitee-Related Entities, and (iii) that it irrevocably waives, relinquishes and releases the Indemnitee-Related Entities from any and all claims against the Indemnitee-Related Entities for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Indemnitee-Related Entities on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any advancement or payment on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company, the Indemnitee-Related Entity making such payment shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Indemnitee-Related Entities are express third party beneficiaries of the terms of this Section 8(f) , entitled to enforce this Section 8(f) as though each of the Indemnitee-Related Entities were a party to this Agreement.

9. Exception to Right of Indemnification . Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its

initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10. Duration of Agreement . All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11. Security . To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

12. Enforcement .

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

13. Definitions . For purposes of this Agreement:

(a) “ Corporate Status ” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(b) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c) “ Enterprise ” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

(d) “ Expenses ” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(e) “ Indemnitee-Related Entities ” shall mean any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any other Enterprise controlled by the Company or the insurer under and pursuant to an insurance policy of the Company or any such controlled Enterprise) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company or any other Enterprise controlled by the Company may also have an indemnification or advancement obligation.

(f) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) “ Proceeding ” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can

be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

14. Severability . The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder shall in no way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Stockholder indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15. Modification and Waiver . No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. Notice By Indemnitee . Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17. Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a) To Indemnitee at the address set forth below Indemnitee signature hereto.

(b) To the Company at:

Camping World Holdings, Inc.
[ ]
[ ]
Attention: Chief Executive Officer

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts 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 any 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.

19. Headings . The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

20. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably [The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801] as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

SIGNATURE PAGE TO FOLLOW

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

	CAMPING WORLD HOLDINGS, INC.

	By:
		Name:
		Title:

[ Signature Page to Indemnification Agreement ]

	INDEMNITEE


	Name:

	Address:

[ Signature Page to Indemnification Agreement ]

Exhibit 10.32

EXECUTION VERSION

FOURTH AMENDMENT dated as of September 21, 2016 (this “ Amendment ”), to the Credit Agreement dated as of November 20, 2013 (as amended by the First Amendment dated as of December 1, 2014, the Second Amendment dated as of June 2, 2015, and the Third Amendment dated as of December 17, 2015, the “ Credit Agreement ”), among CWGS GROUP, LLC, a Delaware limited liability company (the “ Borrower ”), CWGS ENTERPRISES, LLC, a Delaware limited liability company (“ Holdings ”), the lenders party thereto (the “ Existing Lenders ”) and GOLDMAN SACHS BANK USA, as Administrative Agent (in such capacity, the “ Administrative Agent ”).

Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement (after giving effect to this Amendment).

The Borrower has informed the Administrative Agent and the Existing Lenders that it wishes (a) to obtain a Term Commitment Increase in the amount of $135,000,000 under the Credit Agreement, (b) to apply $100,000,000 of the proceeds of the Term Loans made pursuant to such Term Commitment Increase (the “ Incremental Term Loans ”) to pay a special dividend to Holdings, which will in turn distribute a corresponding amount to the holders of its Equity Interests and (c) to contribute the remaining proceeds of the Incremental Term Loans to FreedomRoads Entities to finance RV Dealership Acquisitions. The Borrower has requested that the Persons identified on Schedule I hereto (collectively, the “ Incremental Term Lenders ”) make the Incremental Term Loans to the Borrower on the Fourth Amendment Effective Date in an aggregate principal amount of $135,000,000.

Holdings and the Borrower have further informed the Administrative Agent and the Existing Lenders that they and the members of Holdings propose to enter into a series of transactions pursuant to which (a) the limited liability company agreement of Holdings will be amended to convert all existing membership interests in Holdings into a single class of common units, (b) Camping World Holdings, Inc., a recently formed Delaware corporation (“ CWH ”), will issue and sell shares of its Class A common stock for cash in an IPO, with 100% of the proceeds (net of fees and expenses) from such IPO being paid (i) to Holdings in consideration of the purchase of newly issued common units of Holdings and (ii) to certain holders of common units of Holdings in consideration of the purchase of such units, (c) the amounts paid to Holdings as described in the preceding clause (b)(i) will be applied to partially prepay Term Loans and for general corporate purposes and (d) as a result the foregoing transactions, Holdings will be a subsidiary of CWH, which will be its sole managing member.

In connection with the foregoing, (a) Holdings and the Borrower have requested the amendments to the Credit Agreement provided for herein, (b) the Existing Lenders party hereto, constituting the Required Lenders under the Credit Agreement as in effect immediately prior to the Fourth Amendment Effective Date, are willing to agree to such amendments and (c) the Incremental Term Lenders are willing to make the

Incremental Term Loans, in each case on the terms and subject to the conditions set forth herein.

In connection with the Incremental Term Loans and this Amendment, the Borrower has appointed Goldman Sachs Bank USA to act, and Goldman Sachs Bank USA has agreed to act, as sole lead arranger, sole bookrunner and sole syndication agent (in such capacities, the “ Arranger ”).

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.01. Amendments to the Credit Agreement. The Credit Agreement is hereby amended, effective as of the Fourth Amendment Effective Date, as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended as follows:

(i) The following definitions are hereby added in their appropriate alphabetical positions:

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ CWH ” means Camping World Holdings, Inc., a Delaware corporation.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“ EEA Resolution Authority ” means any public administrative

authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Fourth Amendment ” means the Fourth Amendment dated as of September 21, 2016, among the Borrower, Holdings, the Lenders party thereto and the Administrative Agent.

“ Fourth Amendment Effective Date ” means September 21, 2016.

“ Holdings LLC Agreement ” means an Amended and Restated Limited Liability Company Agreement of Holdings to be entered into in connection with the IPO Transactions, substantially in the form of Exhibit A to the Fourth Amendment.

“ IPO Transactions ” means a series of transactions pursuant to which (a) the limited liability company agreement of Holdings will be amended to convert all existing membership interests in Holdings into a single class of common units, (b) CWH will issue and sell shares of its Class A common stock for cash in an underwritten public offering, with 100% of the proceeds (after payment of Public Company Expenses relating to completion of the IPO) from such IPO being paid (i) to Holdings in consideration of the purchase of newly issued common units of Holdings and (ii) to certain holders of common units of Holdings in consideration of the purchase of such units, (c) the amounts paid to Holdings as described in the preceding clause (b)(i) will be applied to partially prepay Term Loans and for general corporate purposes, and (d) as a result the foregoing transactions, Holdings will be a subsidiary of CWH, which will be its sole managing member.

“ Public Company Expenses ” means expenses incurred in connection with (a) the IPO Transactions, (b) compliance with the requirements of the Sarbanes-Oxley Act of 2002, the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as applicable to companies with equity or debt securities held by the public, or the rules of national securities exchanges applicable to companies with listed equity or debt securities, and (c) any other expenses attributable to the status of CWH as a public company, including expenses relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ fees, directors’ and officer’s insurance and other executive costs, legal, audit and other professional fees and listing and filing fees.

“ Tax Receivable Agreement ” means a Tax Receivable Agreement to be entered into in connection with the IPO Transactions, in substantially

the form attached as Exhibit B to the Fourth Amendment.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(ii) Each of the following definitions set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows:

“ Change in Control ” means (a) the failure of Holdings to own, directly or indirectly through wholly owned subsidiaries, beneficially and of record, all of the Equity Interests of the Borrower, (b) prior to the IPO Transactions, (i) the failure by the Permitted Holders to own, directly or indirectly through one or more holding companies, beneficially and of record, Equity Interests in Holdings representing at least a majority of the aggregate voting power for the election of directors of Holdings represented by the issued and outstanding Equity Interests in Holdings, unless the Permitted Holders otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate or appoint (and do so designate or appoint) a majority of the Board of Directors of Holdings, or (ii) the occupation of a majority of the seats (other than vacant seats) on the Board of Directors of Holdings by Persons who were not nominated, designated or approved by the Board of Directors of Holdings or the Permitted Holders nor appointed by directors so nominated, designated or approved, (c) after the IPO Transactions, (i) the failure of CWH to be the sole managing member of Holdings, or (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the Fourth Amendment Effective Date), other than the Permitted Holders, of Equity Interests of CWH representing 35% or more of the aggregate voting power represented by the issued and outstanding Equity Interests in CWH if the percentage of the aggregate voting power so held is greater at any time than the percentage of the aggregate voting power represented by the Equity Interests in CWH held by the Permitted Holders, or (d) the occurrence of a “Change of Control” (or similar event, however denominated), as defined in the Tax Receivable Agreement or in the documentation governing any Material Indebtedness.

“ Holdings ” means CWGS Enterprises, LLC, a Delaware limited liability company.

“ Incremental Cap ” means $ 477,000,000.

“ IPO ” means the initial underwritten public offering referred to in the definition of “IPO Transactions”.

“ Management Investors ” means the directors, officers and employees of Holdings, the Borrower and/or its Subsidiaries who are (directly or indirectly, including through one or more investment vehicles) investors in Holdings (or any direct or indirect parent thereof).

“ Permitted Holders ” means (a) the Sponsor, (b) Stephen Adams and Marcus Lemonis and their respective wives, children, grandchildren and other immediate family members and any personal representatives of their estates or trusts of which they, their respective wives, children, grandchildren or other immediate family members are the sole beneficiaries (in each case, directly or indirectly, including through one or more investment vehicles) and (c) the Management Investors.

(iii) The definition of “Consolidated EBITDA” is hereby amended by deleting the word “and” at the end of clause (a)(xi) thereof, deleting the word “less” at the end of clause (a)(xii) and inserting immediately after the semicolon at the end of clause (a)(xii) thereof the following new clauses (a)(xiii) and (a)(xiv):

(xiii) expenses for such period incurred in connection with the Fourth Amendment; and

(xiv) Public Company E xpenses for such period; less

(iv) The definition of “Defaulting Lender” is hereby amended by inserting the following phrase in clause (d)(i) of such definition immediately after the phrase “become the subject of a proceeding under any Debtor Relief Law”:

“or become the subject of a Bail-In Action”.

(v) The definition of “IPO Entity” is hereby deleted.

(b) Section 2.10(a) of the Credit Agreement is hereby amended in its entirety to read as follows:

“Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Term Loan Borrowings on the last day of each March, June, September and December (commencing on September 30, 2016) in a principal amount equal to $11,730,542.10; provided that if any such date is not a Business Day, such payment shall be due on the next succeeding Business Day.”

(c) Section 2.20(b)(i) of the Credit Agreement is hereby amended by replacing the reference in clause (x) thereof to the “Third Amendment Effective Date” with a reference to the “Fourth Amendment Effective Date”.

(d) Section 2.20(b)(ii) of the Credit Agreement is hereby amended by replacing references therein to the “Second Amendment Effective Date” and the “Third Amendment Effective Date” with references to the “Fourth Amendment Effective Date”, and by replacing the parenthetical in clause (ii) thereof with the following:

“ (including, for the avoidance of doubt, the Term Commitment Increases effected pursuant to the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment)”.

(e) Section 3.14 of the Credit Agreement is hereby amended by replacing each reference to “the Third Effective Date” therein with “the Fourth Amendment Effective Date”.

(f) Section 3.17 of the Credit Agreement is hereby amended to read as follows:

“The Borrower will use the proceeds of (a) the Term Loans made on the Effective Date to finance a portion of the Transactions and pay Transaction Costs, (b) the Term Loans made on the First Amendment Effective Date (i) to pay Transaction Costs and (ii) to make Investments in FreedomRoads Entities pursuant to Section 6.04(t), which will be used by the FreedomRoads Entities to finance RV Dealership Acquisitions made on or subsequent to November 19, 2014, (c) the Term Loans made on the Second Amendment Effective Date (i) to pay Transaction Costs and (ii) to pay the Special Distribution or for general corporate purposes, (d) the Term Loans made on the Third Amendment Effective Date (i) to pay Transaction Costs and (ii) to make Investments in FreedomRoads Entities pursuant to Section 6.04(t), which will be used by the FreedomRoads Entities to finance RV Dealership Acquisitions, (e) the Term Loans made on the Fourth Amendment Effective Date (i) to pay Transaction Costs, (ii) in the amount of $100,000,000, to pay a special dividend to Holdings, which will in turn distribute a corresponding amount to the holders of its Equity Interests, and (iii) to make Investments in FreedomRoads Entities pursuant to Section 6.04(t), which will be used by the FreedomRoads Entities to finance RV Dealership Acquisitions and (f) the Revolving Loans and Swingline Loans made after the Effective Date for general corporate purposes.”

(g) Section 5.10 of the Credit Agreement is hereby amended to add the following as the new fifth sentence thereof:

“The Borrower will use the proceeds of the Term Loans made on the Fourth Amendment Effective Date (i) to pay transaction costs incurred in connection with the Fourth Amendment, (ii) in the amount of $100,000,000, to pay a special dividend to Holdings, which will in turn distribute a corresponding amount to the holders of its Equity Interests, and (iii) to make Investments in FreedomRoads Entities pursuant to

Section 6.04(t), which will be used by the FreedomRoads Entities to finance RV Dealership Acquisitions or for general corporate purposes.”

and by inserting after the words “Letters of Credit” in the last sentence thereof the words “and the proceeds of the Revolving Loans and Swingline Loans made after the Effective Date”.

(h) Section 6.01(a)(xxiii) of the Credit Agreement is hereby amended by amending clause (B) thereof to read as follows:

“(B) the aggregate principal amount of all Additional Notes issued pursuant to this clause (xxiii) shall not exceed (x) the Incremental Cap less (y) the amount of all Revolving Commitment Increases and Term Commitment Increases (including, for the avoidance of doubt, the Term Commitment Increases effected pursuant to the First Amendment , the Second Amendment, the Third Amendment and the Fourth Amendment),”.

(i) Section 6.04(t) of the Credit Agreement is hereby amended to read as follows:

“(t) Investments in an aggregate amount not greater than $207,000,000 by the Borrower in FreedomRoads Entities with the proceeds of the Term Loans issued on the First Amendment Effective Date, the Third Amendment Effective Date and the Fourth Amendment Effective Date, in each case to finance RV Dealership Acquisitions by such FreedomRoads Entities.”

(j) Section 6.08(a) of the Credit Agreement is hereby amended as follows:

(i) Clause (v) is amended by replacing the amounts $4,500,000 and $6,500,000 with $10,000,000 and $15,000,000, respectively.

(ii) Clause (vii)(A) is amended to read as follows:

“(A) to the extent Holdings is required to make any payments for tax periods (1) prior to the IPO Transactions, under Section 5.1(b) of the Limited Liability Company Agreement of Holdings, dated as of March 2, 2011, as amended prior to the Fourth Amendment Effective Date (for tax periods starting after the Effective Date, without giving effect to amounts paid for prior tax periods), and (2) after the IPO Transactions, under Section 4.01(b) of the Holdings LLC Agreement;”

(iii) The word “and” at the end of clause (ix) is deleted; clause (x) is renumbered as clause (xi); the words “and the special dividend contemplated by

the penultimate sentence of Section 5.10(g)” at the end of such renumbered clause (xi); and the following new clause (x) is inserted immediately after clause (ix):

“(x) after the IPO Transactions, so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings:

(A) to provide funds that are used by CWH to pay amounts required to be paid by CWH under the Tax Receivable Agreement;

(B) to provide funds that are used by Holdings and/or CWH to (1) pay Public Company Expenses, (2) reimburse expenses of CWH to the extent required by the Holdings LLC Agreement and (3) make indemnification payments to the extent required by the Holdings LLC Agreement;

(C) of up to $30,000,000 during any period of four fiscal quarters to provide funds that are used by Holdings to pay regular quarterly dividends ratably to its unitholders (including CWH); provided that the funds received by CWH are used to pay regular quarterly dividends to its shareholders; and

(D) Restricted Payments to Holdings that are used for “Cash Settlements” pursuant to the Holdings LLC Agreement.”

(k) Section 6.14(a)(iii) of the Credit Agreement is hereby amended to read as follows:

“(iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower or, after the IPO Transactions, of CWH,”

(l) Section 6.14(a)(viii) of the Credit Agreement is hereby amended to read as follows:

“(viii) activities in connection with or incidental to the consummation of the Transactions and the IPO Transactions, including any activities in connection with or incidental to the Tax Receivable Agreement, the Holdings LLC Agreement or any other agreement entered into in connection with or incidental to the IPO Transactions”.

(m) Article IX is hereby amended to insert the following new Section 9.18 in the appropriate numerical order:

“Section 9.13 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability

of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.”

SECTION 1.02. Incremental Term Loans. (a) Subject to the terms and conditions set forth herein and in the Credit Agreement (as amended by this Amendment), each Incremental Term Lender agrees, severally and not jointly, to make an Incremental Term Loan to the Borrower in a single drawing on the Fourth Amendment Effective Date in the principal amount set forth opposite such Incremental Term Lender’s name on Schedule I hereto (the commitment of each Incremental Term Lender to make such Incremental Term Loan being called its “ Incremental Term Commitment ”). Amounts repaid in respect of Incremental Term Loans may not be reborrowed.

(b) Except as provided herein, the terms of the Incremental Term Loans shall be identical to those of the Term Loans outstanding immediately prior to the effectiveness of this Amendment (the “ Existing Term Loans ”), after giving effect to the modifications of the terms of the Existing Term Loans as set forth in this Amendment. In furtherance of the foregoing, pursuant to Section 2.20 of the Credit Agreement, and effective as of the Fourth Amendment Effective Date, for all purposes of the Loan Documents, (i) the Incremental Term Commitments shall constitute a Term Commitment Increase established, and the Incremental Term Loans made hereunder shall constitute an increase in the aggregate amount of the Existing Term Loans incurred, in accordance with Section 2.20 of the Credit Agreement, (ii) the Incremental Term Commitments shall be “Commitments” under the Credit Agreement, (iii) the Incremental Term Loans made

pursuant to the Incremental Term Commitments shall be “Term Loans” under the Credit Agreement and shall constitute Loans of the same Class as the Existing Term Loans, (iv) Borrowings of the Incremental Term Loans shall constitute “Term Loan Borrowings” under the Credit Agreement, including for purposes of repayments due in respect of Term Loan Borrowings under Section 2.10 of the Credit Agreement, and (v) each Incremental Term Lender shall be a “Lender” and a “Term Lender” under the Credit Agreement, shall be a party to the Credit Agreement as a Lender and a Term Lender, shall have all the rights and obligations of, and benefits accruing to, a Lender and a Term Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders and Term Lenders. Without limiting the foregoing, the Incremental Term Loans made hereunder shall mature on the Term Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Term Loans and, subject to paragraph (c) of this Section, shall bear interest at the rate specified in the Credit Agreement as applicable to the Existing Term Loans. Each reference to the Credit Agreement in this paragraph (b) shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

(c) It is the intent of the parties to this Amendment that all Incremental Term Loans made on the Fourth Amendment Effective Date be included in each outstanding Borrowing of Existing Term Loans on a pro rata basis. In furtherance of the foregoing, and notwithstanding anything to the contrary in the Credit Agreement, each of the parties hereto agrees that a portion of each Incremental Term Loan shall be allocated to each outstanding Borrowing of Existing Term Loans on a pro rata basis and that the interest rate applicable to each such Incremental Term Loan allocated to a Eurocurrency Borrowing for the remainder of the existing Interest Period applicable to such Borrowing shall equal the Adjusted LIBO Rate applicable on the Fourth Amendment Effective Date to the Existing Term Loans included in such Borrowing plus the Applicable Rate. Subject to the proviso to Section 2.13(d)(ii) of the Credit Agreement, accrued interest on the portion of the Incremental Term Loans included in each Borrowing of the Existing Term Loans pursuant to this paragraph (c) shall be payable in arrears on each Interest Payment Date applicable to such Borrowing; provided that, notwithstanding anything to the contrary above, any conversion or continuation of any Borrowing of Term Loans (including the Incremental Term Loans included therein), and the election of any Interest Period therefor, occurring prior to the end of any existing Interest Period applicable to such Borrowing as of the Fourth Amendment Effective Date shall be allocated ratably among the Lenders holding all Term Loans (including the Incremental Term Loans) included in such Borrowing. It is acknowledged and agreed that each payment of interest on the Term Loans (including the Incremental Term Loans) shall be allocated by the Administrative Agent among the existing Term Lenders and the Incremental Term Lenders in a manner that reflects the actual number of days of interest accrued on the outstanding principal amount of the Incremental Term Loans compared to the actual number of days of interest accrued on the outstanding principal amount of the Existing Term Loans.

(d) The funding of the Incremental Term Loans to be made hereunder shall be made in the manner contemplated by Section 2.06 of the Credit Agreement.

Unless previously terminated, the Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the Fourth Amendment Effective Date.

(e) The Administrative Agent hereby consents to this Amendment and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the Fourth Amendment Effective Date is acceptable to the Administrative Agent.

SECTION 1.03. Fees. The Borrower agrees to pay on the Fourth Amendment Effective Date to the Administrative Agent, (a) for the account of each Incremental Term Lender, a fee (the “ Incremental Fee ”) in an amount equal to 0.050% of the amount of the Incremental Term Commitment of such Incremental Term Lender and (b) for the account of each Existing Lender that shall have executed and delivered a counterpart of this Amendment by 12:00 p.m., New York City time, on September 20, 2016, a consent fee equal to 0.125% of the sum of such Lender’s Revolving Commitment (whether used or unused) and the outstanding principal amount of its Term Loans immediately prior to the Fourth Amendment Effective Date. The foregoing fees shall be payable in immediately available funds and shall not be refundable.

SECTION 1.04. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of Holdings and the Borrower represents and warrants to the Lenders that, as of the Fourth Amendment Effective Date:

(a) This Amendment has been duly authorized, executed and delivered by each of Holdings and the Borrower and this Amendment and the Credit Agreement, as amended by this Amendment, each constitutes a legal, valid and binding obligation of each of Holdings and the Borrower, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the Fourth Amendment Effective Date; provided that (i) to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified by “materiality,” “Material Adverse Effect” or similar language is true and correct in all respects on and as of the Fourth Amendment Effective Date or as of such earlier date, as the case may be.

(c) On and as of the Fourth Amendment Effective Date, at the time of and immediately after giving effect to the incurrence of the Incremental Term Loans, no Default or Event of Default will have occurred and be continuing.

SECTION 1.05. Effectiveness. The effectiveness of this Amendment on the Fourth Amendment Effective Date is subject to the satisfaction of the following conditions precedent:

(a) The Administrative Agent (or its counsel) shall have received either (i) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) the Required Lenders (determined immediately prior to the effectiveness of the Incremental Term Commitments), (D) each Incremental Term Lender and (E) the Administrative Agent or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that each such party has signed a counterpart of this Amendment.

(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders, the Incremental Term Lenders and the Issuing Banks and dated the Fourth Amendment Effective Date) of Kirkland & Ellis LLP, counsel for Holdings and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, covering such matters relating to the Borrower and Holdings, this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinion.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel shall reasonably have requested relating to the organization, existence and good standing of the Borrower and Holdings, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Borrower and Holdings, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the Fourth Amendment Effective Date and signed on behalf of Holdings and the Borrower by a Responsible Officer of each such Loan Party, confirming compliance with the representations set forth in Section 1.04 hereof.

(e) The Administrative Agent shall have received a certificate, dated the Fourth Amendment Effective Date and signed on behalf of the Borrower by a Financial Officer thereof, certifying that, at the time of the Borrower’s request to effect the Term Commitment Increase established hereby and on the Fourth Amendment Effective Date, the Borrower is in compliance on a Pro Forma Basis with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) of the Credit Agreement (regardless of whether such Financial Performance Covenant is

applicable at such time), and including reasonably detailed calculations demonstrating compliance therewith.

(f) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent (and substantially consistent with such certificate delivered by the Borrower on the Effective Date), certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions to occur on the Fourth Amendment Effective Date.

(g) Each Loan Party (other than Holdings and the Borrower) shall have executed and delivered to the Administrative Agent a written instrument reasonably satisfactory to the Administrative Agent pursuant to which it consents to this Amendment and the Incremental Term Loans and agrees that the Guarantee Agreement, the Collateral Agreement and the other Security Documents to which it is party will continue to apply in respect of the Credit Agreement, as amended hereby, and the Guaranteed Obligations and Secured Obligations of such Loan Party (including the Incremental Term Loans).

(h) The Administrative Agent shall have received a written Borrowing Request from the Borrower in respect of the Incremental Term Loans complying with the requirements in Section 2.03 of the Credit Agreement not later than 12:00 noon, New York City time, three Business Days before the Fourth Amendment Effective Date (or such later date as the Arranger may agree).

(i) The Administrative Agent shall have received the fees provided for in Section 1.03 and all other fees and other amounts previously agreed in writing by the Arranger and the Borrower to be due and payable on or prior to the Fourth Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under the Credit Agreement or any other Loan Document.

(j) The Administrative Agent and the Arranger shall have received, at least three days prior to the Fourth Amendment Effective Date, all documentation and other information about the Loan Parties as shall have been requested in writing by the Administrative Agent or the Arranger that they shall have determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act.

SECTION 1.06. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Banks or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other

Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b) On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document, shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” and an “Incremental Term Facility Amendment” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 1.07. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic means shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 1.08. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

SECTION 1.09. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

CWGS GROUP, LLC, as the Borrower


By:	/s/ Marcus Lemonis
	Name:	Marcus Lemonis
	Title:	Chief Executive Officer

CWGS ENTERPRISES, LLC, as Holdings


By:	/s/ Marcus Lemonis
	Name:	Marcus Lemonis
	Title:	Chief Executive Officer

GOLDMAN SACHS BANK USA, individually and as Administrative Agent, an Existing Lender and an Incremental Term Lender

By:	/s/ Thomas M. Manning
	Name:	Thomas M. Manning
	Title:	Authorized Signatory

[Signature Page to Fourth Amendment]

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Stichting Pensioenfonds DSM Nederland

	BY: Western Asset Management Company as Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	1199 SEIU Health Care Employees Pension Fund

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	John Hancock Funds II High Yield Fund

	BY: Western Asset Management Company as Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	A Voce CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as Collateral Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Advocate Health Care Network

	BY: PineBridge Investments LLC
	Its Investment Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	AG Diversified Income Master Fund, L.P.

	BY: Angelo, Gordon & Co., L.P., as Fund Advisor

	By:	/s/ Maureen D’ Alleva
		Name:	Maureen D’ Alleva
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	American Beacon Sound Point Floating Rate Income Fund, a series of American Beacon Funds
	By: Sound Point Capital Management, LP as Sub-Advisor

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	American General Life Insurance Company

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	American Home Assurance Company

	By: Invesco Senior Secured Management, Inc. as
	Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Annisa CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as Collateral
	Manager

	By:	/s/ Egan, Kevin
		Name:	Egan, Kevin
		Title:	M

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Arch Investment Holdings III Ltd.

	BY: PineBridge Investments LLC As Collateral Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Ascension Alpha Fund, LLC

	By: Pioneer Institutional Asset Management, Inc.
	As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General
			Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Ascension Health Master Pension Trust

	By: Pioneer Institutional Asset Management, Inc.
	As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General
			Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Baptist Health South Florida, Inc.

	By: Seix Investment Advisors LLC, as Advisor

	By:	/s/ George Goudelias
		Name:	George Goudelias
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Betony CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as
	Collateral Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Bill and Melinda Gates Foundation

	BY: Western Asset Management Company as
	Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Blue Hill CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as
	Collateral Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:BNY Mellon Global High Yield Bond Fund


	By:	/s/ Chris Barris
		Name:	Chris Barris
		Title:	Portfolio Manager

For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:

	BOC Pension Investment Fund

	BY: Invesco Senior Secured Management, Inc. as Attorney in Fact


	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:

	California State Teachers’ Retirement System

	BY: Western Asset Management Company as Investment Manager and Agent


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Name of Lender:		Oppenheimer Senior Floating Rate Fund,


Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.			By:	/s/ Margaret Jones
				Name:	Margaret Jones
				Title:	Associate

		For any Lender requiring a second signature block:

			By:
				Name:
				Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:		Oppenheimer Senior Floating Rate Plus Fund,


Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.		By:	/s/ Margaret Jones
			Name:	Margaret Jones
			Title:	Associate

	For any Lender requiring a second signature block:

		By:
			Name:
			Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:		Catlin Underwriting Agencies LTD,


Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.		By:	/s/ Margaret Jones
			Name:	Margaret Jones
			Title:	Associate

	For any Lender requiring a second signature block:

		By:
			Name:
			Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:		Catlin RE Switzerland LTD,


Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.		By:	/s/ Margaret Jones
			Name:	Margaret Jones
			Title:	Associate

	For any Lender requiring a second signature block:

		By:
			Name:
			Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:		Harbourview CLO VII,LTD


Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.		By:	/s/ Margaret Jones
			Name:	Margaret Jones
			Title:	Associate

	For any Lender requiring a second signature block:

		By:
			Name:
			Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:		Oppenheimer Fundamental Alternatives Fund


Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.		By:	/s/ Margaret Jones
			Name:	Margaret Jones
			Title:	Associate

	For any Lender requiring a second signature block:

		By:
			Name:
			Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:		Oppenheimer Master Loan Fund, LLC.


Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.		By:	/s/ Margaret Jones
			Name:	Margaret Jones
			Title:	Associate

	For any Lender requiring a second signature block:

		By:
			Name:
			Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:	CITIBANK, N.A.


	By:	/s/ Brian S. Broyles
		Name:	Brian S. Broyles
		Title:	Attorney-In-Fact

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	City National Rochdale Fixed Income Opportunities Fund

	By: Seix Investment Advisors LLC, as Subadviser

	By:	/s/ George Goudelias
		Name:	George Goudelias
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	The City of New York Group Trust

	BY: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Commonwealth of Pennsylvania, Treasury Department

	BY: Sound Point Capital Management, LP as Investment Advisor

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Crestline Denali CLO XIV, LTD.

	By: Crestline Denali Capital, L.P., collateral manager for Crestline Denali CLO XIV, LTD.

	By:	/s/ Kelli C. Marti
		Name:	Kelli Marti
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	DENALI CAPITAL CLO VII, LTD.

	BY: DC Funding Partners LLC, portfolio manager (or as applicable collateral manager) for
	DENALI CAPITAL CLO VII, LTD.

	By:	/s/ Kelli C. Marti
		Name:	Kelli Marti
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	DENALI CAPITAL CLO X, LTD.

	BY: DC Funding Partners LLC, portfolio manager (or as applicable collateral manager) for
	DENALI CAPITAL CLO X, LTD.

r	By:	/s/ Kelli C. Marti
		Name:	Kelli Marti
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	DENALI CAPITAL CLO XI, LTD.

	BY: Crestline Denali Capital, L.P., collateral manager for
	DENALI CAPITAL CLO XI, LTD.

	By:	/s/ Kelli C. Marti
		Name:	Kelli Marti
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Denali Capital CLO XII, Ltd.

	BY: Crestline Denali Capital, L.P., collateral manager for
	DENALI CAPITAL CLO XII, LTD.

	By:	/s/ Kelli C. Marti
		Name:	Kelli Marti
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender: Deutsche Bank (Cayman) Limited

(solely in its capacity as trustee of The Canary Star Trust and its Sub-Trusts) as the Trustee

	By: Deutsche Bank AG New York Branch

	By:	/s/ Howard Lee
		Name:	Howard Lee
		Title:	Assistant Vice President

	By:	/s/ Andrew MacDonald
		Name:	Andrew MacDonald
		Title:	Assistant Vice President

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender: DEUTSCHE BANK AG NEW YORK BRANCH

	By:	/s/ Howard Lee
		Name:	Howard Lee
		Title:	Assistant Vice President

	By:	/s/ Andrew MacDonald
		Name:	Andrew MacDonald
		Title:	Assistant Vice President

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Diversified Credit Portfolio Ltd.

	BY: Invesco Senior Secured Management, Inc. as Investment Adviser

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Dreyfus/Laurel Funds Trust - Dreyfus High Yield Fund

	By: Alcentra NY, LLC, as investment advisor

	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Employees’ Retirement System of the State of Rhode Island

	BY: Western Asset Management Company as Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Galaxy XIV CLO, Ltd.

	BY: PineBridge Investments LLC, as Collateral Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Galaxy XIX CLO, Ltd.

	BY: PineBridge Investments LLC, as Collateral Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Galaxy XV CLO, Ltd.

	By: PineBridge Investments LLC
	As Collateral Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Galaxy XVI CLO, Ltd.

	BY: Pinebridge Investments LLC As Collateral Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Galaxy XVII CLO, Ltd.

	BY: PineBridge Investments LLC, as Collateral Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Galaxy XVIII CLO, Ltd.

	BY: PineBridge Investments LLC, as Collateral Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Galaxy XX CLO, Ltd.

	BY: PineBridge Investments LLC, as Collateral Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Galaxy XXI CLO, Ltd.

	By: PineBridge Investment LLC Its Collateral Manager


	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Galaxy XXII CLO, Ltd

	By: PineBridge Investments LLC as Collateral Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC


		Gallatin CLO IV 2012-1, Ltd
		As Assignee
Name of Lender:		By: MP Senior Credit Partners L.P. as its Collateral Manager


		By:	/s/ Justin Driscoll
			Name:	Justin Driscoll
			Title:	CEO

	For any Lender requiring a second signature block:

		By:
			Name:
			Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC


		Gallatin CLO V 2013-1, Ltd
		As Assignee
Name of Lender:		By: MP Senior Credit Partners L.P. as its Collateral Manager


		By:	/s/ Justin Driscoll
			Name:	Justin Driscoll
			Title:	CEO

	For any Lender requiring a second signature block:

		By:
			Name:
			Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC


		GALLATIN CLO VI 2013-2, LLC
Name of Lender:		By: MP Senior Credit Partners L.P. as its Portfolio Manager


		By:	/s/ Justin Driscoll
			Name:	Justin Driscoll
			Title:	CEO

	For any Lender requiring a second signature block:

		By:
			Name:
			Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC


		Gallatin CLO VII 2014-1, Ltd.
Name of Lender:		By: MP Senior Credit Partners as its Portfolio Manager


		By:	/s/ Justin Driscoll
			Name:	Justin Driscoll
			Title:	CEO


	For any Lender requiring a second signature block:

		By:
			Name:
			Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Invesco Leveraged Loan Fund 2016 A Series Trust of Global Multi Portfolio Investment Trust
	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Global-Loan SV S.A r.l.

	Executed by Alcentra Limited as Portfolio Manager, and Alcentra NY, LLC as Sub-Manager, for and on behalf of Global-Loan SV Sarl

	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:	GOLDMAN SACHS BANK USA

	By:	/s/ Mehmet Barlas
		Name:	Mehmet Barlas
		Title:	Authorized Signatory

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Hildene CLO I Ltd

	By: CF H-BSL MANAGEMENT LLC, its Collateral Manager

	By:	/s/ David Prael
		Name:	David Prael
		Title:	Chief Financial Officer

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Hildene CLO II Ltd

	By: CF H-BSL MANAGEMENT LLC, its Collateral Manager

	By:	/s/ David Prael
		Name:	David Prael
		Title:	Chief Financial Officer

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Hildene CLO III Ltd

	By: CF H-BSL MANAGEMENT LLC, its Collateral Manager

	By:	/s/ David Prael
		Name:	David Prael
		Title:	Chief Financial Officer

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	HILDENE CLO IV, Ltd

	By: CF H-BSL MANAGEMENT LLC, its Collateral Manager

	By:	/s/ David Prael
		Name:	David Prael
		Title:	Chief Financial Officer

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Hull Street CLO, Ltd.

	By:	/s/ Scott D’Orsi
		Name:	Scott D’Orsi
		Title:	Portfolio Manager

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	ILLINOIS STATE BOARD OF INVESTMENT

	BY: THL Credit Senior Loan Strategies LLC, as Investment Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Invesco BL Fund, Ltd.

	By: Invesco Management S.A. As Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Invesco Dynamic Credit Opportunities Fund

	BY: Invesco Senior Secured Management, Inc. as Sub-advisor

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Invesco Floating Rate Fund

	BY: Invesco Senior Secured Management, Inc. as Sub-Adviser

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Invesco Senior Income Trust

	BY: Invesco Senior Secured Management, Inc. as Sub-advisor

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Invesco Senior Loan Fund

	BY: Invesco Senior Secured Management, Inc. as Sub-advisor

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	INVESCO SSL FUND LLC

	By: Invesco Senior Secured Management, Inc. as
	Collateral Manager


	By:	/s/ Egan, Kevin
		Name:	Egan, Kevin
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Invesco Zodiac Funds - Invesco US Senior Loan Fund

	By: Invesco Senior Secured Management, Inc. as
	Investment Manager


	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Invesco Zodiac Funds - Invesco Global Senior Loan Select Fund

	By: Invesco Senior Secured Management, Inc. as Investment Manager


	By:	/s/ Egan, Kevin
		Name:	Egan, Kevin
		Title:	M

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	James River Insurance Company

	BY: Angelo, Gordon & Co., L.P. as Investment Manager


	By:	/s/ Maureen D’ Alleva
		Name:	Maureen D’ Alleva
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:	Eastspring Investments US Bank Loan Special Asset Mother Investment Trust [Loan Claim]


	By:	/s/ David C. Wagner
		PPM America, Inc., as Delegated Manager
		Name:	David C. Wagner
		Title:	Managing Director

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:	JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust


	By:	/s/ David C. Wagner
		PPM America, Inc., as sub-adviser
		Name:	David C. Wagner
		Title:	Managing Director

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	John Hancock Fund II Floating Rate Income Fund

	BY: Western Asset Management Company as Investment Manager and Agent


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	John Hancock Variable Insurance Trust - High Yield Trust

	BY: Western Asset Management Company as Investment Manager and Agent


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	JRG Reinsurance Company, Ltd.

	BY: Angelo, Gordon & Co., L.P. as Investment Manager


	By:	/s/ Maureen D’ Alleva
		Name:	Maureen D’ Alleva
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Kaiser Foundation Hospitals

	By: Sound Point Capital Management, LP as Manager


	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Kaiser Foundation Hospitals

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Kaiser Permanente Group Trust

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Kaiser Permanente Group Trust

	By: Sound Point Capital Management, LP as Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KKR CLO 10 LTD.

	By:	/s/ Jeffrey Smith
		Name:	Jeffrey Smith
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KKR CLO 11 LTD.

	By:	/s/ Jeffrey Smith
		Name:	Jeffrey Smith
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KKR CLO 12 LTD.

	By:	/s/ Jeffrey Smith
		Name:	Jeffrey Smith
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KKR CLO 9 LTD.

	By:	/s/ Jeffrey Smith
		Name:	Jeffrey Smith
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KKR FINANCIAL CLO 2012-1, LTD.

	By:	/s/ Jeffrey Smith
		Name:	Jeffrey Smith
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KKR Financial CLO 2013-1 Holdings, Ltd.

	By:	/s/ Jeffrey Smith
		Name:	Jeffrey Smith
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KKR FINANCIAL CLO 2013-2, LTD.

	By:	/s/ Jeffrey Smith
		Name:	Jeffrey Smith
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KVK CLO 2012-2, LTD.


	By:	/s/ David Cifonelli
		Name:	David Cifonelli
		Title:	Vice President

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KVK CLO 2013-1, Ltd


	By:	/s/ David Cifonelli
		Name:	David Cifonelli
		Title:	Vice President

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KVK CLO 2013-2 LTD.


	By:	/s/ David Cifonelli
		Name:	David Cifonelli
		Title:	Vice President

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KVK CLO 2014-1 Ltd.


	By:	/s/ David Cifonelli
		Name:	David Cifonelli
		Title:	Vice President

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KVK CLO 2014-2 Ltd.


	By:	/s/ David Cifonelli
		Name:	David Cifonelli
		Title:	Vice President

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KVK CLO 2014-3 Ltd.


	By:	/s/ David Cifonelli
		Name:	David Cifonelli
		Title:	Vice President

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	KVK CLO 2015-1 Ltd.


	By:	/s/ David Cifonelli
		Name:	David Cifonelli
		Title:	Vice President

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Lancashire Insurance Company Limited

	By: PineBridge Investments Europe Limited As Collateral Manager


	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Legg Mason IF Western Asset Global Multi Strategy Bond Fund


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Short Duration High Income fund


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Core Plus VIT Portfolio

	BY: Western Asset Management Company as Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Lexington Insurance Company

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Limerock CLO II, Ltd.

	BY: Invesco Senior Secured Management, Inc. as Collateral Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Limerock CLO III, Ltd.

	BY: Invesco Senior Secured Management, Inc. as Collateral Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Linde Pension Plan Trust

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Legg Mason Western Asset Global Multi-Strategy Fund

	BY: Western Asset Management Company as Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Longfellow Place CLO, Ltd.


	By:	/s/ Scott D’Orsi
		Name:	Scott D’Orsi
		Title:	Portfolio Manager

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Lord Abbett Bond Debenture Fund, Inc.

	By: Lord Abbett & Co LLC, As Investment Manager

	By:	/s/ Jeffrey Lapin
		Name:	Jeffrey Lapin
		Title:	Portfolio Manager, Taxable Fixed Income

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Lord Abbett Investment Trust - High Yield Fund

	By: Lord Abbett & Co LLC, As Investment Manager

	By:	/s/ Jeffrey Lapin
		Name:	Jeffrey Lapin
		Title:	Portfolio Manager, Taxable Fixed Income

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Lord Abbett Passport Portfolios plc. - Lord Abbett Multi-Sector Income Fund


	By:	/s/ Jeffrey Lapin
		Name:	Jeffrey Lapin
		Title:	Portfolio Manager, Taxable Fixed Income

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Lord Abbett Passport Portfolios plc. - Lord Abbett High Yield Fund

	By:	/s/ Jeffrey Lapin
		Name:	Jeffrey Lapin
		Title:	Portfolio Manager, Taxable Fixed Income

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Lord Abbett Series Fund, Inc. - Bond Debenture Portfolio

	By: Lord Abbett & Co LLC, As Investment Manager

	By:	/s/ Jeffrey Lapin
		Name:	Jeffrey Lapin
		Title:	Portfolio Manager, Taxable Fixed Income

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Marea CLO, Ltd.

	BY: Invesco Senior Secured Management, Inc. as Collateral Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Medical Liability Mutual Insurance Company

	BY: Invesco Advisers, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Management Strategic Bond Opportunities Portfolio

	BY: Western Asset Management Company as Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Endurance Investment Holdings Ltd.

	BY: PineBridge Investments LLC Its Investment Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Mountain Hawk I CLO, LTD.

	BY: Western Asset Management Company as Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Mountain Hawk II CLO, LTD.

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Mountain Hawk III CLO, Ltd.

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Mountain View CLO 2013-1 Ltd.

	By: Seix Investment Advisors LLC, as Collateral Manager

	By:	/s/ George Goudelias
		Name:	George Goudelias
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Mountain View CLO 2014-1 Ltd.

	By: Seix Investment Advisors LLC, as Collateral Manager


	By:	/s/ George Goudelias
		Name:	George Goudelias
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Mountain View CLO IX Ltd.

	By: Seix Investment Advisors LLC, as Collateral Manager


	By:	/s/ George Goudelias
		Name:	George Goudelias
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Mountain View CLO X Ltd.

	By: Seix Investment Advisors LLC, as Collateral Manager


	By:	/s/ George Goudelias
		Name:	George Goudelias
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	MT. WILSON CLO II, LTD.

	BY: Western Asset Management Company as Investment Manager and Agent


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Invesco Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust

	By: Invesco Senior Secured Management, Inc. as Investment Manager


	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	ALJ Global Bank Loan Fund 2015 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST


	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Invesco Bank Loan Fund Series 2 A Series Trust of Multi Manager Global Investment Trust

	By: Invesco Senior Secured Management, Inc. as Investment Manager


	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Multi Sector Value Bond Fund

	By: Pioneer Institutional Asset Management, Inc. As its adviser


	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Multi-Credit SPV S.A r.l.


	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	MultiMix Wholesale Diversified Fixed Interest Trust

	BY: Western Asset Management Company as Investment Manager and Agent


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Invesco Polaris US Bank Loan Fund

	BY: Invesco Senior Secured Management, Inc. as
	Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	PBI Stable Loan Fund a series trust of MYL Investment Trust

	BY: PineBridge Investments LLC
	As Investment Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	National Union Fire Insurance Company of Pittsburgh, Pa.

	By: Invesco Senior Secured Management, Inc. as
	Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Nomad CLO, Ltd.

	BY: Invesco Senior Secured Management, Inc. as
	Collateral Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	North End CLO, Ltd

	BY: Invesco Senior Secured Management, Inc. as
	Investment Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Northwell Health, Inc.


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	North Shore University Hospital as sponsor of Northwell Health Cash Balance Plan


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	NORTHWOODS CAPITAL IX, LIMITED

	By: Angelo, Gordon & Co., LP as Collateral Manager

	By:	/s/ Maureen D’ Alleva
		Name:	Maureen D’ Alleva
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	NORTHWOODS CAPITAL X, LIMITED

	BY: Angelo, Gordon & Co., LP As Collateral Manager

	By:	/s/ Maureen D’ Alleva
		Name:	Maureen D’ Alleva
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	NORTHWOODS CAPITAL XI, LIMITED

	BY: Angelo, Gordon & Co., LP As Collateral Manager

	By:	/s/ Maureen D’ Alleva
		Name:	Maureen D’ Alleva
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	NORTHWOODS CAPITAL XII, LIMITED

	BY: Angelo, Gordon & Co., LP As Collateral Manager

	By:	/s/ Maureen D’ Alleva
		Name:	Maureen D’ Alleva
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Northwoods Capital XIV, Limited

	BY: Angelo, Gordon & Co., LP
	As Collateral Manager

	By:	/s/ Maureen D’ Alleva
		Name:	Maureen D’ Alleva
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:	Nationwide Mutual Insurance Company


	By:	/s/ Ronald R. Serpico
		Name:	Ronald R. Serpico
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:	NVIT Core Bond Fund, A Series of Nationwide
	Variable Management LLC

	by Nationwide Asset Management, LLC its Sub Advisor.

	By:	/s/ Ronald R. Serpico
		Name:	Ronald R. Serpico
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:	Nationwide Indemnity Company

	By:	/s/ Ronald R. Serpico
		Name:	Ronald R. Serpico
		Title:	Authorized Signatory

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XI, Ltd.

	BY: Octagon Credit Investors, LLC
	as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners 24, Ltd.

	By: Octagon Credit Investors, LLC
	as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners 25, Ltd.

	By: Octagon Credit Investors, LLC as Collateral
	Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners 26, Ltd.

	By: Octagon Credit Investors, LLC as Portfolio
	Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XII, Ltd.

	BY: Octagon Credit Investors, LLC
	as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XIV, Ltd.

	BY: Octagon Credit Investors, LLC as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XIX, Ltd.

	By:	Octagon Credit Investors, LLC
		as collateral manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XV, Ltd.

	BY: Octagon Credit Investors, LLC as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XVI, Ltd.

	BY: Octagon Credit Investors, LLC as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XVII, Ltd.

	BY: Octagon Credit Investors, LLC as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XVIII, Ltd.

	By:	Octagon Credit Investors, LLC
		as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XX, Ltd.

	By: Octagon Credit Investors, LLC as Portfolio Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XXI, Ltd.

	By: Octagon Credit Investors, LLC as Portfolio Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XXII, Ltd

	By:	Octagon Credit Investors, LLC
		as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Investment Partners XXIII, Ltd.

	By: Octagon Credit Investors, LLC as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	G.A.S. (Cayman) Limited, as Trustee on behalf of Octagon Joint Credit Trust Series I (and not in its individual capacity)

	BY: Octagon Credit Investors, LLC, as Portfolio Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Loan Funding, Ltd.

	By: Octagon Credit Investors, LLC as Collateral Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Paul Credit Fund Series I, Ltd.

	BY: Octagon Credit Investors, LLC as Portfolio Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Octagon Senior Secured Credit Master Fund Ltd.

	BY: Octagon Credit Investors, LLC as Investment Manager

	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	PF Managed Bond Fund

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	PineBridge Senior Secured Loan Fund Ltd.

	BY: PineBridge Investments LLC Its Investment Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pinnacol Assurance

	BY: PineBridge Investments LLC Its Investment Manager

	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Bond Fund

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Diversified High Income Trust

	By: Pioneer Investment Management, Inc. As its adviser


	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Dynamic Credit Fund

	By: Pioneer Investment Management, Inc. As its adviser


	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Floating Rate Trust

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Global High Yield Fund

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer High Income Trust

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer High Yield Fund

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Institutional Multi-Sector Fixed Income Portfolio

	By: Pioneer Institutional Asset Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Institutional Solutions - Credit Opportunities

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Investments Diversified Loans Fund

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Multi-Sector Fixed Income Trust

	By: Pioneer Institutional Asset Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Multi-Asset Ultrashort Income Fund

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Floating Rate Fund

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Strategic Income Fund

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Pioneer Bond VCT Portfolio

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Privilege Underwriters Reciprocal Exchange

	By: Sound Point Capital Management, LP as Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	PURE Insurance Company

	By: Sound Point Capital Management, LP as Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Recette CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as Collateral Manager

	By:	/s/ Egan, Kevin
		Name:	Egan, Kevin
		Title:	M

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Regatta II Funding LP

	By: Napier Park Global Capital (US) LP Attorney-in-fact

	By:	/s/ Melanie Hanlon
		Name:	Melanie Hanlon
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Regatta III Funding Ltd

	By: Napier Park Global Capital (US) LP Attorney-in-fact

	By:	/s/ Melanie Hanlon
		Name:	Melanie Hanlon
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Regatta IV Funding Ltd

	By: Napier Park Global Capital (US) LP Attorney-in-fact

	By:	/s/ Melanie Hanlon
		Name:	Melanie Hanlon
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Regatta V Funding Ltd

	By: Napier Park Global Capital (US) LP Attorney-in-fact

	By:	/s/ Melanie Hanlon
		Name:	Melanie Hanlon
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Regatta VI Funding Ltd

	By: Regatta Loan Management LLC its Collateral Manager

	By:	/s/ Hanlon, Melanie
		Name:	Hanlon, Melanie
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Renaissance Investment Holdings Ltd.

	By: Lord Abbett & Co LLC, As Investment Manager


	By:	/s/ Jeffrey Lapin
		Name:	Jeffrey Lapin
		Title:	Portfolio Manager, Taxable Fixed Income

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	RidgeWorth Funds - Seix Floating Rate High Income Fund

	By: Seix Investment Advisors LLC, as Subadviser


	By:	/s/ George Goudelias
		Name:	George Goudelias
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	RLI INSURANCE COMPANY

	BY: PineBridge Investments LLC Its Investment Manager


	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Russell Institutional Funds, LLC - Russell Multi-Asset Core Plus Fund

	BY: THL Credit Advisors LLC, as Investment Manager


	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Russell Institutional Funds, LLC - Russell Core Bond Fund


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Russell Investment Company Russell Global Opportunistic Credit Fund

	BY: THL Credit Advisors LLC, as Investment Manager


	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Russell Investment Company Russell Strategic Bond Fund


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Russell Investment Company Russell Multi-Strategy Income Fund

	THL Credit Advisors LLC, as Investment Manager


	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Russell Investment Company Russell Short Duration Bond Fund

	BY: THL Credit Advisors LLC, as Investment Manager


	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Russell Investment Funds Core Bond Fund


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Russell Qualified Investment Funds PLC

	By THL Credit Advisors LLC, as Investment Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Seix Multi-Sector Absolute Return Fund L.P.

	By: Seix Multi-Sector Absolute Return Fund GP LLC,
	in its capacity as sole general partner

	By: Seix Investment Advisors LLC, its sole member

	By:	/s/ George Goudelias
		Name:	George Goudelias
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sentry Insurance a Mutual Company

	BY: Invesco Senior Secured Management, Inc. as Sub-
	Advisor

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Shackleton 2013-III CLO, Ltd.

	BY: Alcentra NY, LLC, as investment advisor

	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Shackleton 2013-IV CLO, LTD

	by Alcentra NY, LLC as its Collateral Manager

	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Shackleton 2014-V CLO, Ltd.


	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Shackleton 2014-VI CLO, Ltd.

	BY: Alcentra NY, LLC as its Collateral Manager

	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Shackleton 2015-VII CLO, Ltd.

	BY: Alcentra NY, LLC as its Collateral Manager

	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Shackleton 2015-VIII CLO, Ltd.


	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Shackleton I CLO, Ltd.

	BY: Alcentra NY, LLC, as investment advisor

	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Shackleton II CLO, Ltd.

	by Alcentra NY, LLC as its Collateral Manager

	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Smithfield Foods Master Trust

	by THL Credit Advisors LLC,
	as Investment Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point CLO I, Ltd

	BY: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point CLO II, Ltd

	BY: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point CLO III, Ltd

	BY: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point CLO IV, Ltd

	BY: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point CLO IX, Ltd.

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point CLO V, Ltd.

	BY: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point CLO VI, Ltd.

	BY: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point CLO VII, Ltd.

	BY: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point CLO VIII, Ltd.

	BY: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point CLO X, Ltd.

	By: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Sound Point Senior Floating Rate Master Fund, L.P.

	BY: Sound Point Capital Management, LP as Investment Advisor

	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Staniford Street CLO, Ltd.


	By:	/s/ Scott D’Orsi
		Name:	Scott D’Orsi
		Title:	Portfolio Manager

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	BSG Fund Management B.V. on behalf of the Stichting Blue Sky Active Fixed Income US Leveraged Loan Fund

	By THL Credit Senior Loan Strategies LLC, as Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

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DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Stichting Blue Sky Active High Yield Fixed Income USA Fund

	By: Lord Abbett & Co LLC, As Investment Manager

	By:	/s/ Jeffrey Lapin
		Name:	Jeffrey Lapin
		Title:	Portfolio Manager, Taxable Fixed Income

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Stichting Pensioenfonds Medische Specialisten

	By: Pioneer Institutional Asset Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

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DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Adams Mill CLO Ltd.

By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Collateral Manager


By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	AEGIS Electric and Gas International Services, Ltd.

By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager


By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Associated Electric & Gas Insurance Services Limited

By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager


By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Brookside Mill CLO Ltd.


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Collateral Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Cervantes Portfolio, LLC


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Christian Super


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Credos Floating Rate Fund LP


By:	SHENKCMAN CAPITAL MANAGEMENT, INC.,
	as General Partner

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Four Points Multi-Strategy Master Fund, Inc.


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager for the Loan Account

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	GuideStone Funds Flexible Income Fund


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Health Employees Superannuation Trust Australia


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Highmark Inc.


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Jackson Mill CLO Ltd.


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Portfolio Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Jefferson Mill CLO, Ltd.


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Collateral Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

	Kentucky Retirement Systems (Shenkman — Insurance Fund Account)


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

	Kentucky Retirement Systems (Shenkman — Pension Account)


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

	Teachers’ Retirement System of the State of Kentucky


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

	Kentucky Teachers’ Retirement System Insurance Trust Fund


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

	Providence Health & Services Investment Trust (Bank Loans Portfolio)


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

	Shenkman Floating Rate High Income Fund


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Collateral Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

	Slater Mill Loan Fund, LP


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Collateral Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

	Sudbury Mill CLO, Ltd.


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Collateral Manager

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

	Texas PrePaid Higher Education Tuition Board


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Adviser

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

	Virginia College Savings Plan,.


By:	SHENKMAN CAPITAL MANAGEMENT, INC.,
	as Investment Manager,

By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Executive Vice President

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Washington Mill CLO Ltd.

By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Collateral Manager


By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	WM Pool — Fixed Interest Trust No. 7

By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager


By:	/s/ Justin Slatky
	Name:	Justin Slatky
	Title:	Co-Chief Investment Officer

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Teachers Retirement System of Oklahoma

	By: Lord Abbett & Co LLC, As Investment Manager


	By:	/s/ Jeffrey Lapin
		Name:	Jeffrey Lapin
		Title:	Portfolio Manager, Taxable Fixed Income

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Teamsters Pension Trust Fund of Philadelphia & Vicinity

	BY: Sound Point Capital Management, LP as Investment Advisor


	By:	/s/ Misha Shah
		Name:	Misha Shah
		Title:	CLO Operations Associate

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Collective Trust High Yield Fund

	By: Alcentra NY, LLC, as investment advisor


	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	The Dreyfus/Laurel Funds, Inc. - Dreyfus Floating Rate Income Fund

	By: Alcentra NY, LLC, as investment advisor


	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL Credit Wind River 2014-3 CLO Ltd.

	By THL Credit Senior Loan Strategies LLC, as Manager


	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

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DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL Credit Bank Loan Select Master Fund, a Class of The THL Credit Bank Loan Select Series Trust I

	BY: THL Credit Senior Loan Strategies LLC, as Investment Manager


	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

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DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL Credit Logan JV SPV I LLC

	By: THL Credit Logan JV LLC, its Designated Manager


	By:	/s/ Chris Flynn
		Name:	Chris Flynn
		Title:	Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

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DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL CREDIT SENIOR LOAN FUND

	By THL Credit Advisors LLC, as Subadviser


	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL Credit Wind River 2012-1 CLO Ltd.

	By: THL Credit Senior Loan Strategies LLC, as Investment Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

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DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL CREDIT WIND RIVER 2013-1 CLO Ltd.

	BY: THL Credit Senior Loan Strategies LLC, as Investment Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL Credit Wind River 2013-2 CLO Ltd.

	By THL Credit Advisors LLC, as Investment Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL Credit Wind River 2014-1 CLO Ltd.

	By THL Credit Advisors LLC, as Investment Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

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DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	TEL Credit Wind River 2014-2 CLO Ltd.

	BY: THL Credit Senior Loan Strategies LLC, as Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL Credit Wind River 2015-1 CLO Ltd.

	By THL Credit Senior Loan Strategies LLC, as Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL Credit Wind River 2015-2 CLO Ltd.

	By: THL Credit Senior Loan Strategies LLC, its Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	THL Credit Wind River 2016-1 CLO Ltd.

	By THL Credit Senior Loan Strategies LLC, its Manager

	By:	/s/ James R. Fellows
		Name:	James R. Fellows
		Title:	Managing Director/Co-Head

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Trinitas CLO I, Ltd.


	By:	/s/ Gibran Mahmud
		Name:	Gibran Mahmud
		Title:	Chief Investment Officer of Triumph Capital Advisors, LLC As Asset Manager

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Trinitas CLO II, Ltd.


	By:	/s/ Gibran Mahmud
		Name:	Gibran Mahmud
		Title:	Chief Investment Officer

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

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DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Trinitas CLO III, Ltd.


	By:	/s/ Gibran Mahmud
		Name:	Gibran Mahmud
		Title:	Chief Investment Officer

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Trinitas CLO IV, Ltd.


	By:	/s/ Gibran Mahmud
		Name:	Gibran Mahmud
		Title:	Chief Investment Officer

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Trinitas CLO V, Ltd.


	By:	/s/ Gibran Mahmud
		Name:	Gibran Mahmud
		Title:	Chief Investment Officer

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:	Universal-Investment-Gesellschaft MBH for Orion-Universal-Fonds


	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Upland CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as Collateral Manager


	By:	/s/ Egan, Kevin
		Name:	Egan, Kevin
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	US Bank N.A., solely as trustee of the DOLL Trust (for Qualified Institutional Investors only), (and not in its individual capacity)

	BY: Octagon Credit Investors, LLC as Portfolio Manager


	By:	/s/ Kimberly Wong Lem
		Name:	Kimberly Wong Lem
		Title:	Director of Portfolio Administration

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	The United States Life Insurance Company In the City of New York

	By: Invesco Senior Secured Management, Inc. as Investment Manager


	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	US Loan SV S.a.r.l.


	By:	/s/ Ashley Taylor
		Name:	Ashley Taylor
		Title:	Associate Credit Analyst

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	VALIDUS REINSURANCE LTD

	BY: PineBridge Investments LLC Its Investment Manager


	By:	/s/ Steven Oh
		Name:	Steven Oh
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	The Variable Annuity Life Insurance Company

	By: Invesco Senior Secured Management, Inc. as Investment Manager


	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

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DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Venture IX CDO, Limited

	BY: its investment advisor, MJX Asset Management LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Venture VII CDO Limited

	BY: its investment advisor, MJX Asset Management, LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Venture VIII CDO, Limited

	BY: its investment advisor, MJX Asset Management, LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Venture X CLO, Limited

	BY: its investment advisor, MJX Asset Management, LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Venture XI CLO, Limited

	BY: its investment advisor, MJX Asset Management, LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	VENTURE XII CLO, Limited

	BY: its investment advisor MJX Asset Management LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	VENTURE XIX CLO, Limited

	By: its investment advisor MJX Asset Management LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	VENTURE XVI CLO, Limited

	By: its investment advisor MJX Asset Management LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Venture XVII CLO Limited

	BY: its investment advisor, MJX Asset Management, LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Venture XVIII CLO, Limited

	By: its investment advisor MJX Asset Management LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Venture XXI CLO, Limited

	By: its investment advisor MJX Asset Management LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Venture XXII CLO Limited

	By: its investment advisor MJX Asset Management LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Venture XXIII CLO, Limited

	By: its investment advisor MJX Asset Management LLC

	By:	/s/ Michael Regan
		Name:	Michael Regan
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Vibrant CLO II, Ltd.

	By: DFG Investment Advisers, Inc., as Portfolio Manager

	By:	/s/ Roberta Goss
		Name:	Roberta Goss
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Vibrant CLO III, Ltd.

	BY: DFG Investment Advisers, Inc.

	By:	/s/ Roberta Goss
		Name:	Roberta Goss
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Vibrant CLO IV, Ltd.

	By: DFG Investment Advisers, Inc., as Collateral Manager

	By:	/s/ Roberta Goss
		Name:	Roberta Goss
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	VIBRANT CLO, LTD.

	By: DFG Investment Advisers, Inc. as Portfolio Manager

	By:	/s/ Roberta Goss
		Name:	Roberta Goss
		Title:	Managing Director

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	ING Pioneer High Yield Portfolio

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Margaret C. Begley
		Name:	Margaret C. Begley
		Title:	Vice President and Associate General
			Counsel

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Funds, Inc. - Western Asset Core Plus Bond
	Fund

	BY: Western Asset Management Company as Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO
THE FOURTH AMENDMENT TO
THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 20, 2013
OF CWGS GROUP, LLC

Name of Lender:
	Wasatch CLO Ltd

	BY: Invesco Senior Secured Management, Inc. as Portfolio Manager

	By:	/s/ Kevin Egan
		Name:	Kevin Egan
		Title:	Authorized Individual

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Bank Loan (Multi-Currency) Master Fund

	BY:	Western Asset Management Company as
	Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Bank Loan (Offshore) Fund

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Corporate Loan Fund Inc.

	BY:	Western Asset Management Company as
	Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Floating Rate High Income Fund, LLC

	BY:	Western Asset Management Company as
	Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Funds, Inc. - Western Asset Total Return
	Unconstrained Fund

	BY:	Western Asset Management Company as
	Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Funds, Inc. - Western Asset High Yield Fund

	BY:	Western Asset Management Company as
	Investment Manager and Agent


	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Legg Mason Partners Institutional Trust - Western Asset
	SMASh Series EC Fund

	BY:	Western Asset Management Company as
	Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Western Asset Strategic US$ High Yield Portfolio, LLC

	BY:	Western Asset Management Company as
	Investment Manager and Agent

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:
	Western Asset U.S. Bank Loan (Offshore) Fund

	By:	/s/ Justin Lau
		Name:	Justin Lau
		Title:	Bank Loan Specialist

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender:	York CLO-1 Ltd.

	By:	/ s/ Rizwan Akhter
		Name:	Rizwan Akhter
		Title:	Authorized Signatory

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender: York CLO-2 Ltd.


	By:	/s/ Rizwan Akhter
		Name:	Rizwan Akhter
		Title:	Authorized Signatory

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

Name of Lender: York CLO-3 Ltd.


	By:	/s/ Rizwan Akhter
		Name:	Rizwan Akhter
		Title:	Authorized Signatory

LENDER SIGNATURE PAGE TO

THE FOURTH AMENDMENT TO

THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 20, 2013

OF CWGS GROUP, LLC

	Name of Lender: Z Capital Credit Partners CLO 2015-1 Ltd.


		By:	Z Capital CLO Management L.L.C., its Portfolio Manager
		By:	Z Capital Group, L.L.C., its Managing Member
		By:	James J. Zenni, Jr., its President and CEO
		By:	/s/ James J. Zenni, Jr.
			Name:	James J. Zenni, Jr.
			Title:	President and CEO


For any Lender requiring a second signature block:


		By:
			Name:
			Title:

SCHEDULE I

TERM COMMITMENT INCREASE

Incremental Term Lender	Term Commitment Increase
Goldman Sachs Bank USA	$	135,000,000
Total	$	135,000,000

EXHIBIT A

FORM OF HOLDINGS LLC AGREEMENT

EXHIBIT B

FORM OF TAX RECEIVABLE AGREEMENT

Exhibit 21.1

Legal Name		State of Incorporation
Affinity Advertising, LLC		Delaware
Affinity Brokerage, LLC		Delaware
Affinity Group Holding, LLC		Delaware
Affinity Guest Services, LLC		Delaware
Affinity Road and Travel Club, LLC		Texas
AGI Intermediate Holdco, LLC		Delaware
AGI Productions, LLC		Delaware
American RV Centers, LLC		Minnesota
Americas Road and Travel Club, Inc.		Texas
Arizona RV Centers, LLC		Minnesota
ARU, LLC		Delaware
Atlantic RV Centers, LLC		Minnesota
Blaine Jensen RV Centers, LLC		Minnesota
Bodily RV, Inc.		Idaho
Bodily RV II, Inc.		Idaho
Burnside Brokers, LLC		Minnesota
Burnside Finance, LLC		Minnesota
Burnside RV Centers, LLC		Minnesota
Camp Coast to Coast, LLC		Delaware
Camping Time RV Centers, LLC		Minnesota
Camping World Card Services, Inc.		Ohio
Camping World Insurance Services of Kentucky, Inc.		Kentucky
Camping World Insurance Services of Nevada, Inc.		Nevada
Camping World Insurance Services of Texas, Inc.		Texas
Camping World Leasing Company, LLC		Minnesota
Camping World RV Sales, LLC		Minnesota
Camping World, Inc.		Kentucky
Coachmen of Carolina, LLC		Minnesota
Coast to Coast Marketing Group, LLC		Delaware
CW Michigan, Inc.		Delaware
CWFR Capital Corp.		Delaware
CWGS Enterprises, LLC		Delaware
CWGS Group, LLC		Delaware
CWI, Inc.		Kentucky
Dusty’s Camper World, LLC		Minnesota
Elhert Publishing Group, LLC		Delaware
Emerald Cost RV Center, LLC		Minnesota
F2 Creative, LLC		Minnesota
Foley RV Center, LLC		Minnesota
FreedomCare Insurance Services, LLC		Minnesota
FreedomRoads Finance Company, LLC		Minnesota
FreedomRoads Holding Company, LLC		Minnesota

FreedomRoads Intermediate Holdco, LLC		Minnesota
FreedomRoads Operations Company, LLC		Minnesota
FreedomRoads Property Company, LLC		Minnesota
FreedomRoads RV, Inc.		Delaware
FreedomRoads, LLC		Minnesota
FRHP Lincolnshire, LLC		Minnesota
FRI, LLC		Minnesota
Gary’s RV Centers, LLC		Minnesota
Golf Card International, LLC		Delaware
Golf Card Resort Service, LLC		Delaware
Good Sam Enterprises, LLC		Delaware
GSS Enterprises, LLC		Delaware
Hart City RV Center, LLC		Minnesota
Holiday Kamper Company of Columbia, LLC		Minnesota
ITM Holding Company, LLC		Minnesota
ITM Holding Company #2, LLC		Minnesota
K&C RV Centers, LLC		Minnesota
Meyer’s RV Centers, LLC		Minnesota
Northwest RV Centers, LLC		Minnesota
Olinger RV Centers, LLC		Minnesota
Outdoor Buys, Inc.		Kentucky
Power Sports Media, LLC		Delaware
RV’S.com, LLC		Minnesota
Shipp’s RV Centers, LLC		Minnesota
Sirpilla RV Centers, LLC		Minnesota
Southwest RV Centers, LLC		Minnesota
Stier’s RV Centers, LLC		Minnesota
Stout’s RV Center, LLC		Minnesota
TL Enterprises, LLC		Delaware
Tom Johnson Camping Center, Inc.		North Carolina
Tom Johnson Camping Center Charlotte, Inc.		North Carolina
VBI, LLC		Delaware
Venture Out RV Center, Inc.		California
Wheeler RV Las Vegas, LLC		Minnesota

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 10, 2016 for Camping World Holdings, Inc. and our report dated June 10, 2016 for CWGS Enterprises, LLC, in Amendment No. 5 to the Registration Statement (Form S-1 No. 333-211977) and related Prospectus of Camping World Holdings, Inc. for the registration of its common stock.

	/s/ Ernst & Young LLP

Los Angeles, California
September 26, 2016