FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2019, by and among OneWater Marine Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
ONEWATER MARINE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
This Indemnification Agreement (“Agreement”) is made as of _____________________, 2019 by and between OneWater Marine Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ONE WATER MARINE HOLDINGS, LLC DATED AS OF [●], 2019Limited Liability Company Agreement • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
This Fourth Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [●], 2019, by and among One Water Marine Holdings, LLC, a Delaware limited liability company (the “Company”), OneWater Marine Inc., a Delaware corporation (“PubCo”), Goldman Sachs & Co. LLC, a New York limited liability company (“Goldman”), OWM BIP Investor, LLC, a Delaware limited liability company (“Beekman”), the other parties listed on Exhibit A hereto (together with Goldman and Beekman, collectively, the “Legacy Owners”) and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
TAX RECEIVABLE AGREEMENT by and among ONEWATER MARINE INC., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENTS DATED AS OF [●], 2019Tax Receivable Agreement • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2019, is hereby entered into by and among OneWater Marine Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents.
CONSIGNMENT AGREEMENTConsignment Agreement • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
This Consignment Agreement (this “Agreement”) is dated as of ____ June 1 _______, 2019, among Global Marine Finance LLC, a Delaware limited liability company (“Global - Consignor”), and Midwest Assets & Operations LLC, a Delaware limited liability company (“Consignee”).
ONE WATER MARINE HOLDINGS, LLC EMPLOYMENT AGREEMENT (Anthony Aisquith)Employment Agreement • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into in Atlanta, Georgia between ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and ANTHONY AISQUITH (“Executive”), as of August____, 2019 (the “Effective Date”).
THIRD AMENDED AND RESTATED GUARANTY Execution VersionOneWater Marine Inc. • July 22nd, 2019 • Retail-auto & home supply stores
ONE WATER MARINE HOLDINGS, LLC EMPLOYMENT AGREEMENT (Jack Ezzell)Separation Agreement • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into in Atlanta, Georgia between ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and JACK EZZELL (“Executive”), as of August____, 2019 (the “Effective Date”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition And • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of October 28, 2016 (the “Effective Date”), by and among (i) Anthony Aisquith (“Executive”), (ii) One Water Marine Holdings, LLC, a Delaware limited liability company (the “Company”), (iii) One Water Assets & Operations, LLC, a Delaware limited liability company (“Intermediate”), and (iv) the Persons identified as “Investors” on the signature pages hereto. Executive, the Company, Intermediate and the Investors are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Additional capitalized terms used herein and not defined in this Agreement shall have the meanings ascribed thereto in the Subscription Agreement (as defined below).
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of [___], 2019, is entered into by and among One Water Marine Holdings, LLC, a Delaware limited liability company (“OWMH”), One Water Assets & Operations, LLC, a Delaware limited liability company (“OWAO”), OneWater Marine Inc., a Delaware corporation (“PubCo”), and the Persons set forth on the signature pages hereto (each signatory to this Agreement, a “Party” and collectively, the “Parties”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition And • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of October 28, 2016 (the “Effective Date”), by and among (i) Philip Austin Singleton, Jr. (“Executive”), (ii) One Water Marine Holdings, LLC, a Delaware limited liability company (the “Company”), (iii) One Water Assets & Operations, LLC, a Delaware limited liability company (“Intermediate”), and (iv) the Persons identified as “Investors” on the signature pages hereto. Executive, the Company, Intermediate and the Investors are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Additional capitalized terms used herein and not defined in this Agreement shall have the meanings ascribed thereto in the Subscription Agreement (as defined below).
