Amendment No. 1 to Securities Purchase Agreement and Company Disclosure Schedule, dated as of October 13, 2023, among Skyline Champion Corporation, Champion Retail Housing, Inc., Champion Home Builders, Inc., Regional Holdings Corporation, Heath Jenkins, Regional Underwriters, Inc., Dana Jenkins (for the limited purposes set forth herein), and Heath Jenkins as the Sellers Representative

Exhibit 2.1

AMENDMENT NO. 1

TO SECURITIES PURCHASE AGREEMENT AND

COMPANY DISCLOSURE SCHEDULE

This Amendment No. 1, dated October 13, 2023 (this “Amendment”), amends that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of August 23, 2023, by and among Skyline Champion Corporation, an Indiana corporation (“Parent”); Champion Home Builders, Inc., a Delaware corporation and subsidiary of Parent (“CHB”); Champion Retail Housing, Inc., a Delaware corporation and subsidiary of Parent (“CHR” and together with CHB, “Buyers”, and each individually, a “Buyer”); Regional Holdings Corporation, a Mississippi corporation (“Regional”); Regional Underwriters, Inc., a Saint Kitts and Nevis corporation (“Regional Underwriters”); Heath Jenkins, a resident of Mississippi (“Heath Jenkins” and tougher with Regional and Regional Underwriters, “Sellers”, and each individually, “Seller”); Dana Jenkins, a resident of Mississippi (“Dana Jenkins”) solely with respect to the sale of Helicon Insurance, LLC; and Heath Jenkins, as the Sellers’ Representative (the “Sellers’ Representative”).

WHEREAS, the parties hereto desire to amend the Purchase Agreement and the Company Disclosure Schedules (as defined in the Purchase Agreement) as set forth in this Amendment.

NOW, THEREFORE, in consideration of mutual agreements hereinafter specified, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

“Company Group” means Regional Enterprises, LLC, Helicon Capital, LLC, Helicon Transport, LLC, Regional Land Company, LLC (including its Subsidiaries Regional Land Company BM, LLC and Regional Land Company LH, LLC), Rogers-Jenkins Properties, LLC, Platinum Homes, LLC, Hamilton Home Builders, LLC (“Hamilton”), Hamilton Property Group, LLC, Winston Housing Group, LLC, Marion Property Group, LLC, Regional Enterprises of AL, LLC, Regional Realty, LLC, Helicon Insurance, LLC, Liberty NMTC, LLC (“Liberty”) and Impact Software, LLC.

“(ii) the sum of the current liabilities of the Company Group (excluding (A) Selling Expenses (to the extent included in the calculation of the Closing Cash Amount); and (B) Indebtedness (other (y) than any Company Closing

Indebtedness that was not paid in connection with Closing, unless the falure to so pay such Company Closing Indebtedness is related to a breach by Buyer of Section 2.4; and (z) accrued but unpaid interest on the Company Closing Assumed Indebtedness).”

“(iv) loan modification fees and expenses incurred at or prior to Closing by the holders of the Company Closing Assumed Indebtedness;”

the Transition Services Agreement by and among Helicon Technology, LLC, a Mississippi limited liability company and Buyers, duly executed by Helicon Technology, LLC;

6.5. Post-Closing Real Estate Covenants. As soon as reasonably possible after the Closing Date, at the Sellers’ Representative’s sole cost and expense but not to exceed $10,000 in the aggregate, Sellers’ Representative shall use his good faith efforts to obtain and deliver to Buyers an encroachment agreement in connection with the Company-Owned Real Property located at 155 County Road 351, Lynn, Alabama 35575 and the driveway encroachment thereon. Such Agreement shall be executed by the fee title owner of the adjacent tax parcels known as APNs: 1601010000023004 and 1601010000023007 and shall be in form and substance reasonably acceptable to Buyers. The Sellers’ Representative and Buyers agree that such encroachment agreement shall, to the extent acceptable to said fee title owner (1) acknowledge that the driveway encroachment exists and is located thereon with the landowner’s consent, (2) prohibits expansion of the encroachment, and (3) requires termination and removal of the encroachment upon the adjacent party’s cessation of use thereof. This Section 6.5 shall survive the Closing Date until the earlier of (i) completion of the Sellers’ Representative’s obligations or (ii) the day that is one hundred twenty (120) days after the Closing Date.

6.6 Post-Closing. Immediately following the issuance of the Stock Consideration to Regional as set forth in the Funds Flow Memorandum, in accordance with the terms and conditions of this Agreement and the instruction

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letter executed and delivered contemporaneously with Closing by Parent to Parent’s transfer agent, Computershare Trust Company (the “Transfer Agent”), Regional hereby covenants and agrees to execute and deliver to the Transfer Agent an instruction letter in the form attached hereto as Exhibit G (“Sellers’ Instruction Letter”), pursuant to which Regional shall transfer all of its shares of Parent Common Stock issued to it at the Closing to Escrow Agent. In furtherance of the foregoing, promptly following the Closing Date (but in no event later than five (5) Business Days after the Closing Date), Regional shall deliver a “Z” medallion signature guarantee verifying the authenticity of the signature of Heath Jenkins, in his capacity as an officer of Regional, to the Transfer Agent in accordance with the terms and conditions of the Sellers’ Instruction Letter. This Section 6.6 shall survive the Closing Date until completion of Regional’s obligations hereunder.

1. Software License Agreement, dated June 22, 2021, by and between Stealthsync, LLC and Impact Software, LLC.

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[Signature pages follow.]

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Purchase Agreement and Company Disclosure Schedule effective as of the date first set forth above.

PARENT:

SKYLINE CHAMPION CORPORATION

By:

Name: Mark Yost

Title: President and CEO

BUYERS:

CHAMPION RETAIL HOUSING, INC.

By:

Name: Mark Yost

Title: President

CHAMPION HOME BUILDERS, INC.

By:

Name: Mark Yost

Title: President and CEO

SELLERS:

REGIONAL HOLDINGS CORPORATION

By:

Name: Heath Jenkins

Title: Chief Executive Officer

Heath Jenkins

Dana Jenkins

REGIONAL UNDERWRITERS, INC.

By:

Name: Heath Jenkins

Title: Director

SELLERS’ REPRESENTATIVE:

Heath Jenkins

Exhibit A

Section 3.1
Organization and Qualification

A-1

A-2

Exhibit B

Section 3.3
Capitalization

(a)

(i)

(ii)

(c)

(i)

None.

(ii)

B-1

(iii)

(iv)

B-2

None.

(d)

None.

B-3

Exhibit G

Form of Sellers’ Instruction Letter

G-1