EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 5, 2014 (the “Effective Date”), by and between Malibu Boats, Inc., a Delaware corporation (the “Company”), and Wayne Wilson, an individual (“Executive”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 5, 2014, is hereby entered into by and among Malibu Boats, Inc., a Delaware corporation (the “Corporation”), Malibu Boats Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).
EXCHANGE AGREEMENTExchange Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
MALIBU BOATS HOLDINGS, LLC FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 5, 2014Limited Liability Company Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Malibu Boats Holdings, LLC, a Delaware limited liability company (the “Company”), dated and effective as of February 5, 2014 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
VOTING AGREEMENTVoting Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 5, 2014, by and among Malibu Boats, Inc., a Delaware corporation (the “Company”), Black Canyon Management LLC, a Delaware limited liability company (“Black Canyon”), and Jack D. Springer, a resident of the State of Texas, Wayne D. Wilson, a resident of the State of Tennessee, and Ritchie L. Anderson, a resident of the State of Tennessee (collectively, “Management”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 5, 2014, by and among Malibu Boats, Inc., a Delaware corporation (the “Company”), Black Canyon Management LLC, a Delaware limited liability company (“Black Canyon”), Black Canyon Direct Investment Fund L.P., a Delaware limited partnership, Black Canyon Investments L.P., a Delaware limited partnership, Canyon Value Realization Fund, L.P., a Delaware limited partnership, The Canyon Value Realization Master Fund, L.P., a Cayman Islands limited partnership, and Loudon Partners, LLC, a Delaware limited liability company.
EXCHANGE AGREEMENTExchange Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
