EXHIBIT 10.1(L) NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE...

EXHIBIT 10.1(L)

NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT
REQUEST.

ASSET PURCHASE AGREEMENT

DATED AS OF MARCH 30, 2006

AMONG

MARINEMAX OF NEW YORK, INC.,

SURFSIDE-3 MARINA, INC.,

XXXXXXX XXXXXXX,

XXXX XXXXXXX,

XXXXX XXXXXX,

XXXXXX XXXXXXXX,

AND

CERTAIN AFFILIATED COMPANIES OF
SURFSIDE 3 MARINA, INC.

[***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

TABLE OF CONTENTS

PAGE
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SECTION I. TRANSFER OF ASSETS............................................ 1

1.1. Purchase and Sale of Assets.................................... 1

1.2. Purchased Assets............................................... 1
(a) Trade Accounts Receivable................................ 2
(b) Inventory................................................ 2
(c) Intellectual Property.................................... 2
(d) Prepaid Expenses......................................... 2
(e) Machinery, Equipment, Vehicles, Furniture, Fixtures...... 2
(f) Claims and Rights to the Purchased Assets................ 2
(g) Leased Personalty........................................ 3
(h) Business Contracts....................................... 3
(i) Customer and Supplier Lists.............................. 3
(j) Licenses, Permits, and Approvals......................... 3
(k) Books and Records........................................ 3
(l) Computer Software and Hardware........................... 4
(m) Names.................................................... 4
(n) Phone and Facsimile Numbers, E-Mail Addresses, and Web
Sites.................................................... 4
(o) Leasehold Interests...................................... 4
(p) Payments from Manufacturers.............................. 4
(q) Goodwill................................................. 4
(r) Covenant Not to Compete.................................. 4
(s) Pending Sales Contracts.................................. 4
(t) Payments from Retail Financing Sources................... 4

1.3. Excluded Assets................................................ 4
(a) Rights Hereunder......................................... 4
(b) Corporate Documents...................................... 5
(c) Records of Negotiations.................................. 5
(d) Employee Records......................................... 5
(e) Tax Records.............................................. 5
(f) Disposed of Assets....................................... 5
(g) Cash..................................................... 5
(h) Bank Accounts............................................ 5
(i) [***].................................................... 5
(j) Tax and Insurance Refunds................................ 5
(k) Non-Trade Accounts Receivable............................ 5
(l) Securities............................................... 5
(m) [***].................................................... 5

SECTION II. ASSUMPTION OF LIABILITIES.................................... 5
2.1. Assumed Liabilities............................................ 5

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(a) Performance Obligations.................................. 5
(b) Assumed Inventory Floorplan.............................. 6
(c) Customer Deposits........................................ 6
(d) Accrued Employee Expenses................................ 6
(e) Unearned Income.......................................... 6
(f) Assumed [***] Obligations................................ 6

2.2. Excluded Liabilities........................................... 6
(a) Liabilities Hereunder.................................... 6
(b) Legal and Accounting Fees................................ 6
(c) Tax Liabilities.......................................... 6
(d) Liability to Buyer for Breach............................ 7
(e) Liabilities to Employees................................. 7
(f) Property and Personal Injury Liabilities................. 7
(g) Liability for Medical, Dental, and Disability Benefits... 7
(h) Liability to Others for Breach........................... 7
(i) Liability Regarding Employee Welfare and Pension
Benefits................................................. 8
(j) ERISA.................................................... 8
(k) Employee Grievances...................................... 8
(l) Liability for Violation of Law........................... 8
(m) Environmental Laws....................................... 8
(n) Bank Debt and Other Indebtedness......................... 8
(o) Shareholders and Affiliates.............................. 8
(p) Trade and Non-Trade Accounts Payable and Accrued
Expenses................................................. 9
(q) Previously Collected and Misapplied Accounts............. 9
(r) Litigation............................................... 9
(s) Liabilities Not Assumed Hereunder........................ 9

2.3. No Expansion of Third-Party Rights............................. 9

SECTION III. PURCHASE PRICE.............................................. 9

3.1. Purchase Price................................................. 9

3.2. Payment of Purchase Price...................................... 9

3.3. Net Working Capital Adjustment................................. 10
(a) Trade Accounts Receivable and Prepaid Expenses........... 10
(b) Inventories.............................................. 10
(c) Equipment, Vehicles, and Machinery....................... 10
(d) [***] Expense Adjustment................................. 10
(e) Payment of Net Working Capital Adjustment................ 10

3.4. Allocation of Purchase Price................................... 10

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3.5. Confidentiality................................................ 10

SECTION IV. REPRESENTATIONS AND WARRANTIES............................... 11

4.1. Representations and Warranties of Seller, Seller's Affiliates,
and Designated Shareholders.................................... 11
(a) Due Incorporation, Good Standing, and Qualification...... 11
(b) Corporate Authority...................................... 11
(c) Capital Stock; Options, Warrants, and Rights............. 11
(d) Subsidiaries............................................. 12
(e) Financial Statements..................................... 12
(f) Actions in the Ordinary Course of Business............... 13
(g) No Material Change....................................... 13
(h) Title to Properties...................................... 13
(i) Condition of Assets and Properties....................... 14
(j) Litigation; Absence of Claims or Product or Service
Warranties............................................... 14
(k) Licenses and Permits..................................... 14
(l) No Violation............................................. 14
(m) Taxes.................................................... 15
(n) Accounts Receivable...................................... 15
(o) Contracts................................................ 15
(p) Compliance with Law and Other Regulations................ 16
(q) Employee Benefit and Employment Matters.................. 17
(r) Insurance................................................ 18
(s) Governing Documents and Minute Books..................... 18
(t) Intellectual Property.................................... 18
(u) Inventories.............................................. 19
(v) Sufficiency of Purchased Assets.......................... 19
(w) Securities Matters....................................... 19
(x) Accuracy of Statements................................... 20

4.2. Further Representations and Warranties of Designated
Shareholders................................................... 20
(a) Ownership of Stock....................................... 20
(b) Power of Designated Shareholders to Execute Agreement.... 20
(c) Agreement Not in Breach of Other Instruments Affecting
Designated Shareholders.................................. 21

4.3. Representations and Warranties of Buyer........................ 21
(a) Due Incorporation, Good Standing, and Qualification...... 21
(b) Corporate Authority...................................... 21
(c) No Violation............................................. 21
(d) Accuracy of Statements................................... 22
(e) SEC Reports.............................................. 22
(f) Status of MarineMax Common Stock to be Issued............ 22

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(g) Subsequent Events........................................ 22
(h) Financial Ability to Perform............................. 22
(i) [***] Purchase........................................... 22

SECTION V. COVENANTS..................................................... 23

5.1. Covenants of Seller, Seller's Affiliates, and Designated
Shareholders................................................... 23
(a) Truth of Representations and Warranties.................. 23
(b) Preservation of Business................................. 23
(c) No Organic Change........................................ 23
(d) Ordinary Course.......................................... 23
(e) Maintenance of Assets and Properties..................... 24
(f) Satisfaction of Obligations and Liabilities.............. 24
(g) Books and Records........................................ 24
(h) Insurance................................................ 24
(i) Entry Into Obligations................................... 24
(j) No Issuance of Shares, Options, or Other Securities...... 25
(k) Acquisitions and Dispositions............................ 25
(l) Dividends................................................ 25
(m) Compensation............................................. 25
(n) Employees................................................ 25
(o) Right of Inspection...................................... 25
(p) Confidentiality.......................................... 25
(q) Consents and Approvals................................... 26
(r) Recommendation of Board of Directors..................... 26
(s) Approval of Shareholders................................. 26

5.2. Further Covenants of Seller, Seller's Affiliates and Designated
Shareholders................................................... 26
(a) Change of Name........................................... 26
(b) Filing of Tax Returns.................................... 26
(c) Dividends................................................ 26

5.3. Covenants of Buyer............................................. 26
(a) Truth of Representations and Warranties.................. 26
(b) Consents and Approvals................................... 27

5.4. No Solicitation................................................ 27

5.5. Good Faith Efforts............................................. 27

5.6. Public Announcements........................................... 27

SECTION VI. CONDITIONS PRECEDENT TO OBLIGATIONS.......................... 28

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6.1. Conditions Precedent to the Obligations of Buyer............... 28
(a) Accuracy of Representations and Warranties............... 28
(b) Performance of Agreements................................ 28
(c) Corporate Approvals...................................... 28
(d) No Material Adverse Change............................... 28
(e) Litigation............................................... 28
(f) Proceedings Satisfactory to Counsel...................... 28
(g) Delivery of Documents.................................... 28
(h) Closing Certificate of Seller, Seller's Affiliates, and
Designated Shareholders.................................. 29
(i) Environmental Reports.................................... 29
(j) Leases................................................... 29
(k) Escrow and Security Agreement............................ 29
(l) Listing on New York Stock Exchange....................... 29
(m) Termination of HSR Act Waiting Periods................... 29
(n) Consent of Brunswick Corporation and Azimut, SPA......... 29

6.2. Conditions Precedent to the Obligations of Seller, Seller's
Affiliates and Designated Shareholders......................... 29
(a) Accuracy of Representations and Warranties............... 29
(b) Performance of Agreements................................ 30
(c) Corporate Approval....................................... 30
(d) No Material Adverse Change............................... 30
(e) Litigation............................................... 30
(f) Proceedings Satisfactory to Counsel...................... 30
(g) Delivery of Documents.................................... 30
(h) Closing Certificate of Buyer............................. 30
(i) Leases................................................... 30
(j) Escrow and Security Agreement............................ 30
(k) Termination of HSR Waiting Periods....................... 31

SECTION VII. THE CLOSING................................................. 31

7.1. Closing........................................................ 31

7.2. Deliveries by Seller, Seller's Affiliates, and Designated
Shareholders................................................... 31
(a) Instruments of Conveyance................................ 31
(b) Closing Certificate of Seller, Seller's Affiliates, and
Designated Shareholders.................................. 31
(c) Secretary's Certificate.................................. 31
(d) Books and Records........................................ 31
(e) The Leases............................................... 31
(f) Escrow and Security Agreement............................ 31
(g) Consents and Estoppel Letters............................ 31

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(h) Change of Name........................................... 32
(i) Good Standing Certificates............................... 32
(j) The Brunswick and Azimut Consents........................ 32

7.3. Deliveries by Buyer............................................ 32
(a) Assumption of Liabilities................................ 32
(b) Purchase Price........................................... 32
(c) Closing Certificate of Buyer............................. 32
(d) Secretary's Certificate.................................. 32
(e) Consents and Approvals................................... 32
(f) The Leases............................................... 32
(g) The Xxxx of Sale and Assignment Agreement................ 32

7.4. Payment of Creditors........................................... 32

7.5. Obligations of All Parties..................................... 33
(a) Third-Party Claims....................................... 33
(b) Further Assurances....................................... 33

7.6. Risk of Loss................................................... 33

SECTION VIII. WAIVER AND MODIFICATION.................................... 33

8.1. Waivers........................................................ 33

8.2. Modification................................................... 33

SECTION IX. NON-COMPETITION.............................................. 33

9.1. Non-competition................................................ 33

9.2. Duration and Extent of Restriction............................. 34

9.3. Restrictions with Respect to Customers and Employees........... 34

9.4. Remedies for Breach............................................ 34

9.5. Blue Pencil Provision.......................................... 35

SECTION X. INDEMNIFICATION............................................... 35

10.1. Indemnification by Seller and [***]............................ 35
(a) General.................................................. 35
(b) Environmental............................................ 35
(c) Security for Seller's and Seller's Affiliates
Obligations.............................................. 37

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10.2. Indemnification by Buyer....................................... 37

10.3. Notice and Right to Defend Third-Party Claims.................. 37

10.4. [***] Indemnity................................................ 38
(a) [***] Indemnity.......................................... 38
(b) Environmental............................................ 38

10.5. [***] Indemnification Claims................................... 39
(a) Vehicles................................................. 39
(b) Equipment and Fixtures................................... 39
(c) Boats and Accessories.................................... 39
(d) Other Claims............................................. 39

10.6. Sole Remedy.................................................... 40

SECTION XI. GENERAL...................................................... 40

11.1. Indemnity Against Finders...................................... 40

11.2. Controlling Law................................................ 40

11.3. Notices........................................................ 40

11.4. Entire Agreement............................................... 41

11.5. Severability................................................... 41

11.6. Section Headings............................................... 41

11.7. Gender......................................................... 41

11.8. Survival of Representations and Warranties..................... 41

11.9. Counterparts; Facsimile........................................ 41

11.10. Subsidiaries................................................... 42

11.11. No Obligation to Hire.......................................... 42

11.12. Third-Party Beneficiary........................................ 42

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ASSET PURCHASE AGREEMENT

AGREEMENT dated as of March 31, 2006, among MARINEMAX OF NEW YORK,
INC., a Delaware corporation ("Buyer"); SURFSIDE-3 MARINA, INC., a New York
corporation ("Seller"); the various affiliated companies of Seller executing
this Agreement (each a "Seller Affiliate" and collectively "Seller's
Affiliates"); and, solely for the purposes specifically set forth in this
Agreement, XXXXXXX XXXXXXX, XXXX XXXXXXX, XXXXX XXXXXX, and XXXXXX XXXXXXXX,
(each a "Designated Shareholder" and collectively "Designated Shareholders").

Seller, together with Seller's Affiliates, sells, rents, leases,
brokers, provides storage for, and services various boating products (the
"Watercraft Business").

Buyer, Seller, and Seller's Affiliates desire that Buyer acquire
substantially all of the assets, properties, rights, and goodwill of Seller and
Seller's Affiliates and assume various designated liabilities of Seller and
Seller's Affiliates all upon the terms and conditions set forth in this
Agreement.

To induce Buyer to enter into and perform this Agreement, Designated
Shareholders, who directly or indirectly own Seller and Seller's Affiliates and
will derive substantial benefit from this Agreement, have agreed to be parties
to this Agreement as specified herein.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants set forth herein, the parties agree as follows:

SECTION I.
TRANSFER OF ASSETS

1.1. PURCHASE AND SALE OF ASSETS. Based upon and subject to the
representations, warranties, covenants, agreements, and other terms and
conditions set forth in this Agreement, Seller and Seller's Affiliates shall
sell, convey, transfer, assign, and deliver at the Closing (as defined in
Section 7.1), and Buyer shall purchase, acquire, and accept, or cause one or
more affiliates of MarineMax, Inc., a Delaware corporation ("MarineMax") to
purchase, acquire, and accept, as provided in Section 2.4, all of the assets,
properties, rights, and goodwill of Seller and each Seller Affiliate of every
kind and description, wherever located, used in or associated with the business
of Seller and each Seller Affiliate, except for the "Excluded Assets" listed in
Section 1.3.

1.2. PURCHASED ASSETS. The assets, properties, rights, and goodwill to
be conveyed, transferred, assigned, and delivered by Seller and each Seller
Affiliate at the Closing pursuant to Section 1.1 are sometimes herein called the
"Purchased Assets" and shall include, without limitation, all of the assets and
properties shown on or reflected in the Combined Balance Sheet of Seller and
Seller's Affiliates as of December 31, 2004 (the "Base Balance Sheet") and all
assets and properties acquired by Seller and Seller's Affiliates after the date
of the Balance Sheet and to the Closing Date (as defined in Section 7.1), except
for the Excluded Assets. The Purchased Assets are to be sold to Buyer free and
clear of any and all liens, claims, charges, liabilities, obligations, and
security interests of every kind and nature, except for the

Assumed Liabilities to be assumed pursuant to Section 2.1 hereof. Without
limiting the foregoing, the Purchased Assets shall include the following:

(a) TRADE ACCOUNTS RECEIVABLE. All of Seller's and each Seller
Affiliate's trade accounts receivable (the "Trade Accounts Receivable"),
including, without limitation, those set forth on Schedule 1.2(a) hereto, which
sets forth the amount of each receivable and the name and mailing address of the
obligor on each such receivable as of January 31, 2006 and which schedule shall
be updated to a date three days prior to the Closing Date. As used herein, Trade
Accounts Receivable and non-trade accounts and notes receivable ("Non-Trade
Accounts Receivable") collectively are called "Accounts Receivable."

(b) INVENTORY. All of Seller's and each Seller Affiliate's
inventory, including, without limitation, boats, motors, trailers, parts,
accessories, fuel, and work in process (the "Inventory"), including, without
limitation, the Inventory set forth on Schedule 1.2(b) hereto, which is of a
date not more than five days prior to the Closing Date but which shall be
updated as of the Closing Date.

(c) INTELLECTUAL PROPERTY. All of Seller's and each Seller
Affiliate's intellectual property rights that are owned by or licensed to Seller
or any Seller Affiliate, including, without limitation, all patents and
applications therefor, know-how, unpatented inventions, trade secrets, formulas,
business and marketing plans, ideas for products, production, or services
developed by or on behalf of Seller or any Seller Affiliate, copyrights and
applications therefor, trademarks and applications therefor, service marks and
applications therefor, trade names and applications therefor, and all names,
fictitious names, logos, and slogans used by Seller or any Seller Affiliate (the
"Intellectual Property"), including, without limitation, the Intellectual
Property set forth on Schedule 1.2(c) hereto and any other Intellectual Property
transferable by Seller or any Seller Affiliate. Attached to Schedule 1.2(c) are
copies of all such business and marketing plans, license agreements, product
formulas, copyrighted materials, trademarks, trade names, and patents and all
applications therefor used in the conduct of or relating to the business
conducted by Seller and Seller's Affiliates.

(d) PREPAID EXPENSES. All of Seller's and each Seller Affiliate's
prepaid expenses (the "Prepaid Expenses"), including, without limitation, the
Prepaid Expenses set forth on Schedule 1.2(d) hereto (including any prepaid
expenses with respect to the Leased Personalty assumed by Buyer pursuant to
Section 2.1), as reduced in the ordinary course of business in accordance with
past historical practices.

(e) MACHINERY, EQUIPMENT, VEHICLES, FURNITURE, FIXTURES. All of
Seller's and each Seller Affiliate's new or used motor vehicles, furniture,
fixtures, machinery, equipment, tools, and leasehold improvements (the
"Equipment") related to the sale, service, or storage of marine retail products,
including, without limitation, the Equipment set forth on Schedule 1.2(e)
hereto.

(f) CLAIMS AND RIGHTS TO THE PURCHASED ASSETS. All of Seller's
and each Seller Affiliate's claims and rights (and benefits arising therefrom)
related to the Purchased Assets against all persons and entities, including,
without limitation, all rights against suppliers

under warranties covering any of the Equipment and Inventory, other than claims
and rights to any tax refunds and insurance refunds from any Excluded Assets.

(g) LEASED PERSONALTY. The assignable leasehold interests created
by all leases of personal property constituting any part of the Purchased Assets
or used in connection with the business of Seller or any Seller Affiliate, under
which Seller or any Seller Affiliate is a lessee, including those leases that
are capitalized leases and all of Seller's and each Seller Affiliate rights
arising from any maintenance contracts and deposits in connection therewith (all
such personal property that Seller or any Seller Affiliate is leasing as lessee
shall herein be referred to as "Leased Personalty"), including, without
limitation, the Leased Personalty set forth on Schedule 1.2(g) hereto and any
other Leased Personalty transferable by Seller or any Seller Affiliate. Attached
to Schedule 1.2(g) are copies of all the lease agreements listed on Schedule
1.2(g).

(h) BUSINESS CONTRACTS. All of Seller's and each Seller
Affiliate's assignable sales orders and sales contracts, quotations, bids,
sales, dealer agreements, storage agreements, brokerage agreements, service
agreements, service orders, license agreements, supply agreements, franchise
agreements, sales representative agreements, consulting agreements, technical
service agreements, and boat show agreements (the "Business Contracts"),
including, without limitation, each Business Contract set forth on Schedule
1.2(h) hereto, together with any revenue or other income associated therewith.
Attached to Schedule 1.2(h) is a complete, accurate, and executed copy of each
Business Contract that Seller and each Seller Affiliate reasonably believes will
be in effect on the Closing Date and including any other Business Contracts
transferable by Seller or any Seller Affiliate.

(i) CUSTOMER AND SUPPLIER LISTS. All of Seller's and each Seller
Affiliate's current and historical customer and supplier lists and customer and
supplier records. Schedule 1.2(i) hereto sets forth a list of all previous
(within the last two years from the date hereof) and existing customers and
suppliers of Seller and Seller's Affiliates and their last known business
addresses and phone numbers.

(j) LICENSES, PERMITS, AND APPROVALS. All of Seller's and each
Seller Affiliate's [***] licenses, permits, approvals, and authorizations of
whatsoever kind and type, governmental or private, issued, applied for, or
pending, used in the conduct of or relating to the business of Seller or any
Seller Affiliate (the "Licenses and Permits"). The Licenses and Permits are set
forth on Schedule 1.2(j) hereto. Attached to Schedule 1.2(j) are copies of all
Licenses and Permits.

(k) BOOKS AND RECORDS. All of Seller's and each Seller
Affiliate's books and records with respect to the Purchased Assets and the
business of Seller and each Seller Affiliate, including, without limitation,
blueprints, drawings, manuals, and other technical papers, and all accounts
receivable, inventory, maintenance, and asset history records, but excluding all
employee and tax records (provided, however, that access to such employee and
tax records shall be provided to Buyer upon written request for a period of
three years following the Closing Date), but such books and records shall not
include any personal tax returns or other personal financial information of any
Designated Shareholder.

(l) COMPUTER SOFTWARE AND HARDWARE. All computer software and
hardware used or intended for use in connection with the business of Seller or
any Seller Affiliate, owned, leased, or licensed by or to Seller or any Seller
Affiliate, [***]. Section 1.2(l) hereto constitutes a list of all computer
software and hardware.

(m) NAMES. All right, title, and interest in and to the name
"Surfside 3 Marina" and any and all names related to or associated with the
business of Seller or any Seller Affiliate at any time within the preceding 12
months, and any derivations thereof (the "Names").

(n) PHONE AND FACSIMILE NUMBERS, E-MAIL ADDRESSES, AND WEB SITES.
All telephone and facsimile numbers and e-mail addresses used by Seller or any
Seller Affiliate and any web sites developed or owned by Seller or any Seller
Affiliate.

(o) LEASEHOLD INTERESTS. All of Seller's and each Seller
Affiliate's leasehold interests, as a tenant or otherwise, related to or arising
from the leases of real property set forth on Schedule 1.2(o) hereto.

(p) PAYMENTS FROM MANUFACTURERS. All rebates, bonuses,
allowances, refunds, warranty receivables, volume incentives, market share
bonuses, promotional pricing payments, and all other backend payments related to
all [***] purchases, and other payments received by Seller or any Seller
Affiliate from or due and payable to Seller or any Seller Affiliate from
manufacturers, suppliers, and other third parties other than income tax refunds
due or owing to Seller and each Seller Affiliate. [***].

(q) GOODWILL. All of Seller's and each Seller Affiliate's
goodwill associated with the Watercraft Business.

(r) COVENANT NOT TO COMPETE. The covenant not to compete
contained in Article IX.

(s) PENDING SALES CONTRACTS. All of Seller's and each Seller
Affiliate's boat contracts, [***] which have not been delivered as of the
Closing Date as well as all of Seller's and each Seller Affiliate's boat
contracts, [***] which were not closed as of the Closing Date, as set forth on
Schedule 1.2(s).

(t) PAYMENTS FROM RETAIL FINANCING SOURCES. All retail financing
incentives and volume discounts associated with retail financing placements on
boat sales [***].

Each Schedule provided for in this Section 1.2 also sets forth,
separately as appropriate, the assets and properties of Seller and each Seller
Affiliate and any purported restriction on the sale, transfer, or assignment
thereof.

1.3. EXCLUDED ASSETS. The following assets shall be excluded from the
purchase and sale contemplated by this Agreement (the "Excluded Assets"):

(a) RIGHTS HEREUNDER. The rights of Seller and Seller's
Affiliates under this Agreement.

(b) CORPORATE DOCUMENTS. The corporate charter, minute and stock
record books, and corporate seal of Seller and Seller's Affiliates.

(c) RECORDS OF NEGOTIATIONS. The records of Seller and Seller's
Affiliates relating to the negotiation and sale of stock or assets.

(d) EMPLOYEE RECORDS. All records of Seller and Seller's
Affiliates with respect to employees, provided that reasonable access thereto
shall be provided to Buyer upon written request for a period of three years
following the Closing Date.

(e) TAX RECORDS. All books and records of Seller and Seller's
Affiliates with respect to taxes, provided that reasonable access thereto shall
be provided to Buyer upon written request for a period of three years following
the Closing Date.

(f) DISPOSED OF ASSETS. Any assets and properties disposed of by
Seller or any Seller Affiliate since the date of the Base Balance Sheet in the
ordinary and usual course of business and as contemplated by this Agreement.

(g) CASH. All cash and cash equivalents of Seller and Seller's
Affiliates on hand and in banks.

(h) BANK ACCOUNTS. All right, title, and interest in and to
Seller's and Seller's Affiliates bank accounts.

(i) [***].

(j) TAX AND INSURANCE REFUNDS. All tax and insurance refunds due
or owing to Seller or any Seller Affiliate.

(k) NON-TRADE ACCOUNTS RECEIVABLE. Any Non-Trade Accounts
Receivable, including receivables from affiliates and receivables out of the
ordinary course of business.

(l) SECURITIES. All securities owned by Seller or any Seller
Affiliate including the capital stock of subsidiaries, including those set forth
on Schedule 1.3(l) hereto.

(m) [***].

SECTION II.
ASSUMPTION OF LIABILITIES

2.1. ASSUMED LIABILITIES. Buyer shall not assume any liabilities or
obligations of Seller or any Seller Affiliate, whatsoever the nature or type,
except that at the Closing, Buyer shall assume the following:

(a) PERFORMANCE OBLIGATIONS. Those nondelinquent performance
obligations of Seller and each Seller Affiliate arising after the Closing Date
under the Business

Contracts, Licenses and Permits, Leased Personalty, and Prepaid Expenses as
listed in Section 2.1(a) hereto.

(b) ASSUMED INVENTORY FLOORPLAN. The principal amount payable by
Seller or any Seller Affiliate relating to inventory financing listed on
Schedule 2.1(b) hereto (the "Assumed Inventory Floorplan"), but only to the
extent current as of the Closing.

(c) CUSTOMER DEPOSITS. Those obligations and liabilities of
Seller or any Seller Affiliate relating to the customer deposits set forth on
Schedule 2.1(c) hereto.

(d) ACCRUED EMPLOYEE EXPENSES. The accrued employee expenses of
Seller and each Seller Affiliate set forth on Schedule 2.1(d) hereto.

(e) UNEARNED INCOME. The unearned storage and other income of
Seller and each Affiliate of Seller set forth on Schedule 2.1(e) hereto.

(f) ASSUMED [***] OBLIGATIONS. The cost to [***] and that are
listed on Schedule 2.1(f) hereto. Such costs are solely [***] costs and shall
not include [***] other selling expenses, including sales commissions.

2.2. EXCLUDED LIABILITIES. Except only with respect to the Assumed
Liabilities expressly assumed pursuant to Section 2.1, Buyer shall not be
obligated to directly or indirectly pay, perform, or discharge any claims,
obligations, or liabilities of Seller or any Seller Affiliate, including,
without limitation, the following:

(a) LIABILITIES HEREUNDER. Any obligations or liabilities of
Seller, any Seller Affiliate, or any Designated Shareholder under this
Agreement.

(b) LEGAL AND ACCOUNTING FEES. Any obligations or liabilities for
legal, accounting, and other fees and expenses incurred by or on behalf of
Seller, any Seller Affiliate, or any Designated Shareholder in connection with
the negotiation of the transactions contemplated by this Agreement, this
Agreement, the sale of the Purchased Assets, the assumption of the Assumed
Liabilities, and the documents related thereto.

(c) TAX LIABILITIES. Any tax and tax related obligations or
liabilities of Seller or any Seller Affiliate whether or not owed on or prior to
the Closing Date, including, without limitation, (i) any obligations or
liabilities (federal, state, local, or foreign) for or related to taxes on or
measured by the income of Seller or any Seller Affiliate; (ii) any obligations
or liabilities for federal, state, local, or foreign income and employee FICA
taxes that Seller or any Seller Affiliate is legally obligated to withhold
through the Closing Date whether or not Seller or any Seller Affiliate has
withheld the same as required by law; (iii) any obligations or liabilities for
employer FICA and unemployment taxes; (iv) any sales, use, property, and
transfer taxes arising as a result of the operation of the Watercraft Business
at any time until the Closing Date; (v) any obligations or liabilities for
franchise and excise taxes relating to the corporate status of Seller or any
Seller Affiliate; (vi) any obligations or liabilities for property taxes; and
(vii) any other taxes of any kind or description, [***] which shall be the
responsibility of Buyer.

(d) LIABILITY TO BUYER FOR BREACH. Any obligations or liabilities
of Seller or any Seller Affiliate to the extent that their existence or
magnitude constitutes or results in a breach of a material representation,
warranty, covenant, or agreement made by Seller, any Seller Affiliate, or any
Designated Shareholder to Buyer, or makes any of the information contained in
this Agreement or any Exhibit, Schedule, or the other documents delivered by or
on behalf of Seller, any Seller Affiliate, or any Designated Shareholder (or
their representatives) pursuant to or in connection with this Agreement or any
of the transactions contemplated hereby untrue in any material adverse respect.

(e) LIABILITIES TO EMPLOYEES. Except as set forth in Schedule
2.1(d) hereto, any obligations or liabilities of Seller or any Seller Affiliate
with respect to payroll, bonuses, severance benefits, vacation pay, sick pay,
and other employment benefits or sums, including, without limitation, FICA,
workers' compensation premiums, or unemployment premiums and taxes to or on
behalf of employees of Seller or any Seller Affiliate for any period prior to
the Closing Date, and any and all obligations or liabilities of Seller or any
Seller Affiliate, arising under any collective bargaining agreement or union
contract.

(f) PROPERTY AND PERSONAL INJURY LIABILITIES. Any claims against
or obligations or liabilities of Seller or any Seller Affiliate for injury to or
death of persons or damage to or destruction of property (including, without
limitation, any workers' compensation claim) regardless of when such claim or
liability is asserted, including, without limitation, any claim, obligation, or
liability for damages in connection with the foregoing, it being understood and
agreed that any claim, obligation, or liability asserted after the Closing Date
arising out of the sale of any product sold by Seller or any Seller Affiliate or
the performance of any services by Seller or any Seller Affiliate prior to the
Closing Date, shall be considered to be a claim against or an obligation or
liability of Seller or a Seller Affiliate for injury to or death of persons or
damage to or destruction of property and therefore, except as otherwise provided
for herein, not assumed hereunder by Buyer. Any pending sales contracts
transferred pursuant to Section 1.2(s) shall be the responsibility of Buyer for
any obligations in this Section.

(g) LIABILITY FOR MEDICAL, DENTAL, AND DISABILITY BENEFITS. Any
obligations or liabilities of Seller or any Seller Affiliate for medical,
dental, and disability (both long-term and short-term) benefits, whether insured
or self-insured, based upon a condition existing on or prior to the Closing Date
or for claims incurred or disabilities commencing prior to the Closing Date and
any obligation or liability for the foregoing, regardless of when accrued and
regardless of when any condition existed, that arises by virtue of an employment
relationship at any time with Seller or any Seller Affiliate.

(h) LIABILITY TO OTHERS FOR BREACH. Any obligations or
liabilities of Seller or any Seller Affiliate for any breach of any
representation, warranty, covenant, or agreement, or for any claim for
indemnification, contained in any contract or other document referred to in
Section 1.2, agreed to be performed pursuant hereto by Buyer, to the extent that
such breach or claim arose out of or by virtue of the performance or
nonperformance by Seller or any Seller Affiliate thereunder prior to the Closing
Date, it being understood that, as between Seller and Seller's Affiliates on the
one hand and Buyer on the other hand, this paragraph shall apply notwithstanding
any provisions that may be contained in any form of consent to the assignment of
any such contract or document that, by its terms, imposes such liabilities upon

Buyer and which assignment is accepted by Buyer notwithstanding the presence of
such a provision, and that the failure by Seller or any Seller Affiliate to
discharge any such liability shall entitle Buyer to indemnification in
accordance with the provisions of Section 10.1.

(i) LIABILITY REGARDING EMPLOYEE WELFARE AND PENSION BENEFITS.
Any obligations or liabilities of Seller or any Seller Affiliate up to the
Closing Date, arising out of or in connection with any past or present employee
welfare and pension benefit plans of Seller or any Seller Affiliate, including,
without limitation, any obligations or liabilities of Seller or any Seller
Affiliate to or on behalf of any past or present employee of Seller or any
Seller Affiliate arising under any collective bargaining agreement, union
contract, union health and welfare fund, or similar program.

(j) ERISA. Any obligations or liabilities of Seller or any Seller
Affiliate with respect to, or arising under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or any Pension Plan, Welfare Plan or
Employee Benefit Plan, as each are hereinafter defined or as defined by ERISA,
and any related trust agreements or annuity contracts not expressly assumed in
Section 2.1.

(k) EMPLOYEE GRIEVANCES. Any obligations or liabilities of Seller
or any Seller Affiliate with respect to, or arising under, any grievance or
complaint brought by any past or present employee of Seller or any Seller
Affiliate while in the employ of Seller or any Seller Affiliate during any
period prior to the Closing Date or filed pursuant to any collective bargaining
agreement to which Seller or any Seller Affiliate is a party or by which Seller
or any Seller Affiliate is bound related to any period prior to the Closing
Date.

(l) LIABILITY FOR VIOLATION OF LAW. Any obligations or
liabilities of Seller or any Seller Affiliate arising out of or in connection
with any violation by Seller or any Seller Affiliate of any statute, law, or
governmental rule, regulation, policy, or directive, which violation arises out
of any act or omission relating to Seller or any Seller Affiliate that occurred
or commenced prior to the Closing Date.

(m) ENVIRONMENTAL LAWS. [***] any obligations or liabilities of
Seller or any Seller Affiliate with respect to, or relating to, environmental
laws or environmental matters applicable to the business, properties, or
operations of Seller or any Seller Affiliate for any period prior to the Closing
Date.

(n) BANK DEBT AND OTHER INDEBTEDNESS. Except as expressly assumed
pursuant to Section 2.1, any amounts owing by Seller or any Seller Affiliate to
banks or other persons, firms, or institutions for borrowed funds and any
obligations or liabilities of Seller or any Seller Affiliate with respect to any
other indebtedness of Seller or any Seller Affiliate.

(o) SHAREHOLDERS AND AFFILIATES. Any obligations or liabilities
of Seller or any Seller Affiliate with respect to any of its shareholders or any
Affiliate of Seller or any Seller Affiliate or any such shareholder. For
purposes of this Agreement, the term "Affiliate" shall mean any entity in which
any Designated Shareholder is an officer or director or in which any Designated
Shareholder or Seller or any Seller Affiliate, directly or indirectly, owns

or controls 10 percent or more of the equity securities of the entity, or any
person related to any Designated Shareholder by blood or marriage.

(p) TRADE AND NON-TRADE ACCOUNTS PAYABLE AND ACCRUED EXPENSES.
Any Trade or Non-Trade Accounts Payable or Accrued Expenses of Seller or any
Seller Affiliate.

(q) PREVIOUSLY COLLECTED AND MISAPPLIED ACCOUNTS. Any obligations
or liabilities of Seller or any Seller Affiliate for previously collected
accounts receivable, misapplied credits, misapplied payments, overpayments, and
duplicate payments.

(r) LITIGATION. Any obligations or liabilities of Seller or any
Seller Affiliate relating to lawsuits, claims (whether instituted, pending, or
threatened), or judgments against Seller or any Seller Affiliate or relating to
the business of Seller or any Seller Affiliate or the use of any of its assets
or properties relating to any facts or circumstances arising prior to the
Closing Date.

(s) LIABILITIES NOT ASSUMED HEREUNDER. Consistent with and
without limitation by the specific enumeration of the foregoing, any obligations
or liabilities not expressly assumed by Buyer pursuant to the provisions of
Section 2.1.

2.3. NO EXPANSION OF THIRD-PARTY RIGHTS. The assumption by Buyer of
the Assumed Liabilities, and the transfer thereof by Seller or any Seller
Affiliate, shall in no way expand the rights and remedies of any third party
against Seller or any Seller Affiliate or against Buyer, as assignee of Seller
or any Seller Affiliate, as compared to the rights and remedies that such third
party would have had against Seller or any Seller Affiliate or against Buyer, as
assignee of Seller or any Seller Affiliate, had Buyer not assumed such
liabilities. Without limiting the generality of the preceding sentence, the
assumption by Buyer of such liabilities shall not create any third-party
beneficiary rights.

SECTION III.
PURCHASE PRICE

3.1. PURCHASE PRICE. The purchase price for the Purchased Assets to be
acquired pursuant to Section 1.1 shall be, in addition, as applicable, to the
assumption of liabilities pursuant to Section 2.1, an amount equal to the total
of the Base Purchase Price and the Net Working Capital Adjustment. The Base
Purchase Price (which shall be provided by MarineMax pursuant to and in
accordance with all applicable law) shall equal [***] of which 55% shall be paid
in cash or a cashier's check or wire transfer, and 45% shall be paid in
MarineMax common stock valued based on the average closing price of MarineMax
common stock during the 10-day period [***] prior to the Closing Date [***]. The
Net Working Capital Adjustment shall be calculated pursuant to Section 3.3.

3.2. PAYMENT OF PURCHASE PRICE. Other than as provided in Section
10.1(d), the purchase price shall be payable in full at the Closing.

3.3. NET WORKING CAPITAL ADJUSTMENT. Net Working Capital shall equal
the value of all trade accounts receivable, inventory, [***] and prepaid
expenses sold to Buyer pursuant to Section 1.2 less liabilities assumed pursuant
to Section 2.1.

(a) TRADE ACCOUNTS RECEIVABLE AND PREPAID EXPENSES. Trade
Accounts Receivable and Prepaid Expenses shall be valued at net realizable value
[***].

(b) INVENTORIES. For purposes of the calculation of the value of
the Inventory in this Section 3.3(b), the value of the Inventory shall be
determined as follows: (i) new 2005 and 2006 models shall be dealer net invoice,
less [***] including, but not limited to, promotional pricing discounts, market
share bonuses, purchasing and ordering discounts and commitment bonuses (ii) new
2004 and prior year models shall be dealer net invoice, less 17%; (iii) used
boats shall be [***] used trade in value, minus the costs of necessary repairs
to put the boats in good working order [***] and (iv) parts and accessories
shall be valued at cost less an allowance for obsolete or slow moving inventory
(parts that have not sold in over one year shall be [***] or Seller shall
retain). As used in this Section 3.3(b), Inventory refers only to new and used
boat, motor, trailer, parts, accessory, and fuel inventory. No amount shall be
due with respect to any work in process (except for any parts inventory not
included in Section 3.3(b)(iv)).

(d) [***] EXPENSE ADJUSTMENT. Buyer shall pay Seller and Seller's
Affiliates [***] calculated on a pro rata basis [***]. Such purchase price
adjustment shall be reduced by the gross profit (sale price less invoice cost
for new boats and NADA used trade in value for used boats) on any boat [***]
delivered prior to Closing. These adjustments shall be reflected on the Closing
Statement.

(e) PAYMENT OF NET WORKING CAPITAL ADJUSTMENT. Any purchase price
adjustment required under this Section 3.3, shall be added to or subtracted from
the amount of the cash to be delivered at the Closing Date.

3.4. ALLOCATION OF PURCHASE PRICE. The purchase price shall be
allocated among the Purchased Assets in accordance with their respective fair
market values. Without limiting the foregoing, the parties agree that the total
purchase price (including liabilities assumed) for the assets and properties
purchased pursuant to this Agreement shall be allocated to those assets and
properties as set forth on Schedule 3.4 hereto, and the parties agree that the
allocation set forth on Schedule 3.4 hereto has been made in accordance with the
requirements of Section 1060 of the Internal Revenue Code of 1986, as amended
(the "Code") and any applicable Treasury Regulations promulgated thereunder. The
parties, each at its own expense, also agree to file appropriate forms with the
Internal Revenue Service setting forth the information required to be furnished
to the Internal Revenue Service by Section 1060 of the Code and the applicable
Treasury Regulations thereunder.

3.5. CONFIDENTIALITY. Each of Buyer, Seller, Seller's Affiliates,
Designated Shareholders, and their respective directors, officers,
representatives, and affiliates shall maintain in confidence all aspects of the
negotiation of the transactions contemplated by this Agreement

including the determination of the Purchase Price except to the extent that
disclosure is required by applicable law or any governmental authority.

SECTION IV.
REPRESENTATIONS AND WARRANTIES

4.1. REPRESENTATIONS AND WARRANTIES OF SELLER, SELLER'S AFFILIATES,
AND DESIGNATED SHAREHOLDERS. Except as otherwise set forth in the Seller
Disclosure Schedule heretofore delivered by Seller and Seller's Affiliates to
and acknowledged as received by Buyer, Seller, Seller's Affiliates, and
Designated Shareholders jointly and severally represent and warrant to Buyer, as
follows:

(a) DUE INCORPORATION, GOOD STANDING, AND QUALIFICATION. Each of
Seller and Seller's Affiliates is a corporation duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its
incorporation and has the requisite corporate power and authority to own,
operate, and lease its assets and properties and to carry on its business as now
being conducted. Neither Seller nor any Seller Affiliate is subject to any
material disability by reason of the failure to be duly qualified as a foreign
corporation for the transaction of business or to be in good standing under the
laws of any jurisdiction. Schedule 4.1(a) hereto constitutes a list setting
forth, as of the date of this Agreement, each jurisdiction in which Seller and
each Seller Affiliate is qualified to do business.

(b) CORPORATE AUTHORITY. Each of Seller and Seller's Affiliates
has the corporate power and authority to enter into this Agreement and all
related transaction documents contemplated by this Agreement and to carry out
the transactions contemplated hereby and thereby. The Board of Directors and
shareholders of Seller and each Seller Affiliate have duly authorized the
execution, delivery, and performance of this Agreement and all related
transaction documents contemplated by this Agreement. No other corporate
proceedings on the part of Seller or any Seller Affiliate are necessary to
authorize the execution and delivery by Seller or any Seller Affiliate of this
Agreement or the consummation by Seller or any Seller Affiliate of the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by, and constitutes a legal, valid, and binding agreement of, Seller
and each Seller Affiliate, enforceable against Seller and each Seller Affiliate
in accordance with its terms, except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect relating to creditors' rights, and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefore may be brought.

(c) CAPITAL STOCK; OPTIONS, WARRANTS, AND RIGHTS. Schedule 4.1(c)
hereto sets forth, as of the date hereof, the authorized and outstanding capital
stock of Seller and each Seller Affiliate. All of the issued and outstanding
shares of capital stock of Seller and of each Seller Affiliate have been duly
authorized and validly issued, are fully paid and nonassessable, and are free of
preemptive rights. Neither Seller nor any Seller Affiliate has any treasury
shares. Neither Seller nor any Seller Affiliate has outstanding any
subscriptions, options, warrants, or other rights to purchase, or securities or
other obligations convertible into or

exchangeable for, or contracts, commitments, agreements, arrangements, or
understandings, to issue, any shares of its capital stock, membership interests,
or other securities.

(d) SUBSIDIARIES. Schedule 4.1(d) hereto constitutes a list
setting forth, as of the date of this Agreement, (i) the name, jurisdiction of
incorporation, and list of shareholders of Seller and each Seller Affiliate; and
(ii) the name and a description of every other person, corporation, partnership,
limited liability company, joint venture, or other business association in which
Seller or any Seller Affiliate directly or indirectly owns a material interest.
The outstanding shares of capital stock of the subsidiaries of Seller and each
Seller Affiliate are owned as set forth in Schedule 4.1(d) hereto free and clear
of all claims, liens, charges, and encumbrances. Neither Seller nor any Seller
Affiliate owns, directly or indirectly, any capital stock or other equity
securities of any corporation or has any direct or indirect equity or ownership
interest in any corporation or other business other than with respect to its
subsidiaries.

(e) FINANCIAL STATEMENTS. The Combined Balance Sheets of Seller
and Seller's Affiliates as of December 31, 2003 and December 31, 2004, as well
as the Combined Statements of Operations, the Combined Statements of
Shareholders' Equity, and the Combined Statements of Cash Flows of Seller and
Seller's Affiliates for the two years ended December 31, 2004, and all related
schedules and notes to the foregoing, have been reported on by Ernst & Young
LLP, independent public accountants The Combined Balance Sheet of Seller and
Seller's Affiliates as of December 31, 2005 and the Combined Statement of
Operations, the Combined Statement of Shareholders' Equity, and the Combined
Statement of Cash Flows of Seller and Seller's Affiliates for the year ended
December 31, 2005, and all related schedules and notes to the foregoing, have
been reported on by Povol & Xxxxxxx CPA, PC, independent public accountants. All
of the foregoing financial statements have been prepared in accordance with
generally accepted accounting principles, which were applied on a consistent
basis, and present fairly, in all material respects, the consolidated financial
position, results of operations, shareholders' equity, and cash flow of Seller
and Seller's Affiliates as of their respective dates and for the periods
indicated. Neither Seller nor any Seller Affiliate has any material liabilities
or obligations of a type that would be included in a combined balance sheet
prepared in accordance with generally accepted accounting principles, whether
related to tax or non-tax matters, accrued or contingent, due or not yet due,
liquidated or unliquidated, or otherwise, except as and to the extent disclosed
or reflected in the Base Balance Sheet or incurred since the date of that
balance sheet in the ordinary course of business and as contemplated by this
Agreement. Notwithstanding anything else contained in this Section 4.1(e), in
the event that Buyer makes a written claim, within the time frames provided
herein, that any of the representations and warranties contained in this Section
4.1(e) are untrue, then the December 31, 2005 financial statements shall be
audited by Ernst & Young, LLP at the [***] expense of [***] Seller. If Ernst &
Young LLP determines that the net income, after add back for officers'
compensation, is not less than [***] of the calendar year 2004 net income, after
add back for officers' compensation, then it shall be deemed that Buyer has no
damage and the inquiry and allegation is deemed to be satisfied. If Ernst &
Young LLP determines that the net income, after add back for officers'
compensation, is less than [***] of the calendar year 2004 net income, after add
back for officers' compensation, Seller shall pay to Buyer an amount equal to
the amount of the percentage decrease below [***] in 2004 net income, after add
back for officers' compensation, multiplied by the Base Purchase Price, [***],
within 30 days of such

determination being made by Ernst & Young LLP, which shall be deducted from
amounts held pursuant to the Escrow and Security Agreement described below.
[***]

(f) ACTIONS IN THE ORDINARY COURSE OF BUSINESS. Since the date of
the Base Balance Sheet, neither Seller nor any Seller Affiliate (i) has taken
any action or entered into any material transaction other than contemplated
hereby outside the ordinary and usual course of business; (ii) has borrowed any
money or become contingently liable for any obligation or liability of another
other than indebtedness not material in the aggregate incurred in the ordinary
and usual course of business; (iii) has failed to pay any of its debts and
obligations as they become due; (iv) has incurred any debt, liability, or
obligation of any nature to any party, except for obligations arising from the
purchase of goods or the rendition of services in the ordinary and usual course
of business; (v) has failed to use its best efforts to preserve its business
organization intact, to keep available the services of its employees and
independent contractors, or to preserve its relationships with its customers,
suppliers, and others with which it deals; (vi) has sold, transferred, leased,
or encumbered any of its assets or properties outside the ordinary and usual
course of business; (vii) has waived any material right; (viii) has written off
any assets or properties; or (ix) has hired any employees or increased the
compensation of any employees outside the ordinary and usual course of business.

(g) NO MATERIAL CHANGE. Since the date of the Base Balance Sheet,
there has not been and there is not threatened (i) any material adverse change
in the financial condition, business, assets, properties, or operating results
of Seller and Seller's Affiliates taken as a whole; (ii) any loss or damage
(whether or not covered by insurance) to any of the assets or properties of
Seller or any Seller Affiliate, which materially affects or impairs its ability
to conduct its business; or (iii) any mortgage or pledge of any assets or
properties of Seller or any Seller Affiliate, or any indebtedness incurred by
Seller or any Seller Affiliate, other than indebtedness, not material in the
aggregate, incurred in the ordinary and usual course of business.

(h) TITLE TO PROPERTIES. Except for leased personal property,
each of Seller and Seller's Affiliates has good and marketable title to and
rightful possession of all of its real and personal assets and properties,
including all assets and properties reflected in the Base Balance Sheet or
acquired subsequent to the date of the Base Balance Sheet, except assets or
properties disposed of subsequent to the date of the Base Balance Sheet in the
ordinary and usual course of business and as contemplated by this Agreement.
Except for leased personal property such assets and properties are subject to no
mortgage, indenture, pledge, lien, claim, encumbrance, charge, security interest
or title retention, or other security arrangement, except for liens for the
payment of federal, state, and other taxes, the payment of which is neither
delinquent nor subject to penalties, and except for other liens and encumbrances
incidental to the conduct of the business of Seller and Seller's Affiliates or
the ownership of their assets or properties, which were not incurred in
connection with the borrowing of money or the obtaining of advances and which do
not in the aggregate materially detract from the value of the assets or
properties of Seller and Seller's Affiliates taken as a whole or materially
impair the use thereof in the operation of their respective businesses, except
in each case as disclosed in the Base Balance Sheet. All leases pursuant to
which Seller or any Seller Affiliate leases any substantial amount of real or
personal property are valid and effective in accordance with their respective
terms. Schedule 4.1(h) hereto sets forth the location, physical description,
basis of occupancy,

ownership, and terms of any mortgages or leases with respect to all properties
used in the conduct of the Watercraft Business.

(i) CONDITION OF ASSETS AND PROPERTIES. The buildings, equipment,
machinery, docks, harbors, bulkheads, fixtures, furniture, furnishings, office
equipment, and all other tangible personal assets and properties presently used
in, or necessary for the operation of, the business of Seller and Seller's
Affiliates, do not require any repairs other than normal maintenance and are in
good operating condition and in a state of good maintenance and repair. In
addition, [***] there are no issues, including current or pending legislation or
regulatory actions affecting access to the waterways, customarily used by Seller
or any Seller Affiliate or the customers of Seller or any Seller Affiliate, that
would otherwise adversely affect the business of Seller or any Seller Affiliate.

(j) LITIGATION; ABSENCE OF CLAIMS OR PRODUCT OR SERVICE
WARRANTIES. [***] Seller, any Seller Affiliate, or any Designated Shareholder,
there are no actions, suits, claims, proceedings, investigations, or other
litigation pending or, [***] threatened or that could be threatened against
Seller or any Seller Affiliate, at law or in equity, or before or by any
federal, state, municipal, or other governmental department, commission, board,
bureau, agency, or instrumentality that, if determined adversely to Seller or
any Seller Affiliate, would individually or in the aggregate have a material
adverse effect on the business, assets, properties, operations, operating
results, prospects, or condition, financial or otherwise, of Seller and Seller's
Affiliates taken as a whole (a "Material Adverse Effect"). [***] any Seller
Affiliate, and any Designated Shareholder, none of Seller or any Seller
Affiliate is a party to any decree, order, or arbitration award (or agreement
entered into in any administrative, judicial, or arbitration proceeding with any
governmental authority) with respect to or affecting any of the Purchased Assets
(or the use thereof), the Assumed Liabilities, or the Watercraft Business (or
the conduct thereof). [***] Seller, any Seller Affiliate, or any Designated
Shareholder, there are no material claims pending, anticipated, or to the
knowledge of Seller, any Seller Affiliate, or any Designated Shareholder,
threatened against Seller or any Seller Affiliate with respect to the quality of
or absence of defects in such products or services.

(k) LICENSES AND PERMITS. Neither Seller nor any Seller Affiliate
is subject to any material disability or liability by reason of its failure to
possess any license, permit, franchise, certificate, consent, approval, or
authorization. Each of Seller and Seller's Affiliates has all licenses, permits,
franchises, certificates, consents, approvals, and authorizations of whatever
kind and type, governmental or private, necessary for the business conducted by
it and the ownership or use of all assets and properties and the premises
occupied by it except for those, which if not obtained, would not reasonably be
expected to have a Material Adverse Effect. Schedule 1.2(g) hereto contains a
true, correct, and complete list of all licenses, permits, franchises,
certificates, consents, approvals, and authorizations necessary for the conduct
of the business of Seller and Seller's Affiliates.

(l) NO VIOLATION. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will not violate or
result in a breach by Seller or any Seller Affiliate of, or constitute a default
under, or conflict with, or cause any acceleration of any obligation with
respect to (i) any provision or restriction of any charter, bylaw, shareholders'
agreement, voting trust, proxy, or other similar agreement; (ii) any loan

agreement, indenture, lease, or mortgage of Seller or any Seller Affiliate;
(iii) any provision or restriction of any lien, lease agreement, dealer
agreement, contract, or instrument to which Seller or any Seller Affiliate is a
party or by which any of them is bound; or (iv) any order, judgment, award,
decree, law, rule, ordinance, or regulation or any other restriction of any kind
or character to which any assets or properties of Seller or any Seller Affiliate
is subject or by which Seller or any Seller Affiliate is bound except for any
violation, breach or default, which itself or together with others, would not
reasonably be expected to have a Material Adverse Effect. Neither the execution
and delivery by Seller or any Seller Affiliate of this Agreement or any of the
other agreements contemplated hereby, nor the consummation of the transactions
contemplated hereby or thereby, will result in the creation of any lien, claim,
right, charge, encumbrance or security interest of any nature or type whatsoever
with respect to any of the stock or assets of Seller or any Seller Affiliate.

(m) TAXES. Each of Seller and Seller's Affiliates has duly filed
in correct form all Tax Returns (as defined below) relating to the activities of
Seller and Seller's Affiliates required or due to be filed (with regard to
applicable extensions) on or prior to the date hereof. All such Tax Returns are
accurate and complete in all material respects, and Seller and each Seller
Affiliate has paid or made provision for the payment of all Taxes (as defined
below) that have been incurred or are due or claimed to be due from Seller or
any Seller Affiliate by federal, state, or local taxing authorities for all
periods ending on or before the date hereof, other than Taxes or other charges
that are not delinquent or are being contested in good faith and have not been
finally determined and have been disclosed to Buyer. No claims for Taxes or
assessments are being asserted or threatened against Seller or any Seller
Affiliate. Seller has furnished to Buyer a copy of all Tax Returns filed for it
and each Seller Affiliate within the three-year period prior to the date of the
Agreement. For purposes of this Agreement, the term "Taxes" shall mean all
taxes, charges, fees, levies, or other assessments, including, without
limitation, income, gross receipts, excise, property, sales, transfer, license,
payroll, and franchise taxes, imposed by the United States or any state, local,
or foreign government or subdivision or agency thereof, and such term shall
include any interest, penalties, or additions to tax attributable to such
assessments or to the failure to file any Tax Return; and the term "Tax Return"
shall mean any report, return, or other information required to be supplied to a
taxing authority or required by a taxing authority to be supplied to any other
person.

(n) ACCOUNTS RECEIVABLE. Each account receivable of Seller or any
Seller Affiliate has been acquired in the ordinary course of business, is valid
and enforceable, and is fully collectible, subject to no defenses, deductions,
set-offs, or counterclaims, except to the extent of the reserve reflected in the
Base Balance Sheet [***]. Each such account receivable is fully collectible to
the extent of the face value thereof (less the amount of the reserve for
doubtful accounts, if any, reflected on the books of Seller or any Seller
Affiliate with respect to such account). Any account receivable not collected in
full within [***] days after such account is due, or within [***] days after the
Closing Date, whichever is later, shall conclusively be deemed to be
uncollectible. Any such account receivable that becomes uncollectible at any
time shall be purchased from Buyer at the face value thereof within 10 days
after written demand by Buyer for such purchase.

(o) CONTRACTS. Neither Seller nor any Seller Affiliate is a party
to (i) any plan or contract providing for bonuses, incentives, pensions, stock
options, stock purchases,

deferred compensation, retirement payments, pension, profit sharing, or welfare
benefits; (ii) any plan or agreement providing for fringe benefits to present or
former employees, including sick leave, severance pay, medical, hospitalization,
life insurance, or related benefits; (iii) any lease, installment purchase
agreement, or other contract with respect to any real or personal property used
or proposed to be used in its operations, excepting, in each case, items
included within aggregate amounts disclosed or reflected in the Base Balance
Sheet; (iv) any employment, consulting, or other similar arrangement not
terminable by it upon 30 days or less notice without penalty to it or that
provides for payments upon or after termination; (v) any contract or agreement
for the purchase of any commodity, material, fixed asset, or equipment in excess
of $10,000; (vi) any contract or agreement creating an obligation of $10,000 or
more; (vii) any mortgage, deed of trust, pledge agreement, security agreement,
lease, or other contract or agreement, which by its terms does not terminate or
is not terminable by it without penalty to it; (viii) any loan agreement, letter
of credit, financing agreement, indenture, promissory note, or other similar
type of arrangement; (ix) any dealer, distributorship, agency, sales, brokerage,
wholesaling, franchise, license, conditional sales agreement, or similar
agreement; (x) any purchase commitment to, or contract or agreement with, any
manufacturer or other supplier; or (xi) any license, authority, or permit in
favor of any person or entity with respect to the Watercraft Business or any
Purchased Assets. All mortgages, leases, contracts, agreements, and other
arrangements to which Seller or any Seller Affiliate is a party are valid and
enforceable in accordance with their terms; Seller, Seller's Affiliates, and all
other parties to each of the foregoing have performed all obligations required
to be performed to date and have waived no rights thereunder; neither Seller,
nor any Seller Affiliate, nor any such other party is in default or in arrears
under the terms of the foregoing; and no condition exists or event has occurred
that, with the giving of notice or lapse of time or both, would constitute a
material default under any of them. With respect to the Watercraft Business,
neither Seller nor any Seller Affiliate is bound by any agreement or arrangement
to sell or provide goods or services at prices below the prevailing market
prices therefor or to purchase goods or services at prices above the prevailing
market prices therefor. With respect to the Watercraft Business, neither Seller,
nor any Seller Affiliate, nor any Designated Shareholder has any reason to
believe that there is a likelihood that any of the manufacturers for or
suppliers to Seller or any Seller Affiliate will terminate their business
relationship with Seller or any Seller Affiliate for any reason whatsoever.

(p) COMPLIANCE WITH LAW AND OTHER REGULATIONS.

(i) GENERAL. [***] Seller, Seller's Affiliates, and
Designated Shareholders, each of Seller and Seller's Affiliates is in compliance
in all [***] respects with all requirements of federal, state, and local law and
all requirements of all governmental bodies and agencies having jurisdiction
over it, the conduct of its business, the use of its assets and properties, and
all premises occupied by it. Without limiting the foregoing, each of Seller and
Seller's Affiliates has properly filed all reports, paid all monies, and
obtained all licenses, permits, certificates, and authorizations needed or
required for the conduct of its business and the use of its assets and
properties and the premises occupied by it in connection therewith, except for
any failure that would not reasonably be expected to have a Material Adverse
Effect, and is in compliance in all material respects with all conditions,
restrictions, and provisions of all of the foregoing. Neither Seller nor any
Seller Affiliate has received any notice from any federal, state, or local
authority or any insurance or inspection body that any of its assets,
properties, facilities,

equipment, or business procedures or practices fails to comply with any
applicable law, ordinance, regulation, building, or zoning law, or requirement
of any public authority or body.

(ii) ENVIRONMENTAL. [***] there is no environmental
contamination, toxic waste or other discharge, spill, construction component,
structural element or condition, adversely affecting any of the properties
owned, leased, or used by Seller or any Seller Affiliate, nor has Seller nor any
Seller Affiliate received any official notice or citation that any of its
properties in any way contravene any federal, state, or local law or regulation
relating to environmental, health, or safety matters, including, without
limitation, any requirements of CERCLA or any OSHA requirements. Other than
normal immaterial amounts incidental to the Watercraft Business, there has been
no (A) storage, treatment, generation, or transportation or any (B) spill,
discharge, leak, emission, injection, escape, dumping, or release of any kind
into the environment (including, without limitation, into air, water, or ground
water) of any materials (including, without limitation, industrial, toxic, or
hazardous substances or solid, medical, or hazardous waste) by, or on behalf of,
Seller or any Seller Affiliate or from any property owned, leased, or used by
Seller or any Seller Affiliate in violation of any federal, state, or local law,
statute, rule, or regulation or the common law or any decree, order, arbitration
award, or agreement with or any license or permit from any federal, state, or
local governmental authority. Schedule 4.1(p) hereto, sets forth a complete list
of all aboveground and underground storage tanks, vessels, and related equipment
and containers that are or have been used by Seller or any Seller Affiliate, or
are located on property owned, leased, or operated by Seller or any Seller
Affiliate, and that are subject to federal, state or local laws, statutes, rules
or regulations, and such schedule sets forth their present contents, what the
contents have been at any time in the past, and what program of redemption, if
any, is contemplated with respect thereto.

(q) EMPLOYEE BENEFIT AND EMPLOYMENT MATTERS.

(i) ERISA MATTERS. Each of Seller and Seller's Affiliates
has fulfilled its obligations, if any, under the minimum funding standards of
Section 302 of ERISA and the regulations and published interpretations
thereunder with respect to each "plan" (as defined in Section 3(3) of ERISA and
such regulations and published interpretations) in which employees of Seller or
any Seller Affiliate are eligible to participate, and each such plan is in
compliance in all material respects with the presently applicable provisions of
ERISA and such regulations and published interpretations. Neither Seller nor any
Seller Affiliate has incurred any unpaid liability to the Pension Benefit
Guaranty Corporation (other than for the payment of premiums in the ordinary
course) or to any such plan under Title IV of ERISA. Seller and each Seller
Affiliate has furnished to Buyer as an attachment to Schedule 4.1(q) hereto true
and complete copies of each pension plan, welfare plan, and employment benefit
plan applicable to Seller or any Seller Affiliate and related trust agreements
or annuity contracts, Internal Revenue Service determination letters, and
summary plan descriptions; all of the foregoing plans, agreements, and
commitments are valid, binding, and in full force and effect, and there are no
defaults thereunder; and none of the rights of Seller or any Seller Affiliate or
any of its ERISA Affiliates (as defined under ERISA) thereunder will be impaired
by this Agreement or the consummation of the transactions contemplated by this
Agreement.

(ii) LABOR MATTERS. Each of Seller and Seller's Affiliates
has complied in all material respects with all other applicable federal, state,
and local laws relating to

the employment of labor, including, without limitation, the provisions thereof
relative to wages, hours, collective bargaining, working conditions, and payment
of taxes of any kind, and neither Seller nor any Seller Affiliate is liable for
any arrears of wages or any taxes or penalties for failure to comply with any of
the foregoing or has any obligations for any vacation, sick leave, or other
compensatory time. Neither Seller nor any Seller Affiliate is a party to any
collective bargaining or other contract or agreement with any labor union, and
there is no request for union representation pending or threatened against
Seller or any Seller Affiliate. There is not pending or threatened any (A) labor
dispute, grievance, strike, or work stoppage involving any of the employees of
Seller or any Seller Affiliate, (B) charge or complaint against or involving any
employees of Seller or any Seller Affiliate by the National Labor Relations
Board, the Department of Labor, the Occupational Health and Safety
Administration, or any similar federal, state, or local board or agency, or (C)
unfair employment or labor practice charges by or on behalf of any employee of
Seller or any Seller Affiliate.

(iii) ARRANGEMENTS WITH EMPLOYEES. The employment of each
employee of Seller or any Seller Affiliate is terminable at will without cost to
Seller or any Seller Affiliate. All officers and independent contractors of
Seller and each Seller Affiliate are paid salaries or other compensation in
accordance with the amounts set forth in Schedule 4.1(q) hereto, and Schedule
4.1(q) correctly and accurately sets forth all salaries, expenses, and personal
benefits paid to or accrued for all directors, officers, managers, and principal
shareholders or members of Seller and each Seller Affiliate as of the date of
this Agreement, all of which are reflected as appropriate in the Base Balance
Sheet.

(r) INSURANCE. Each of Seller and Seller's Affiliates maintains
in full force and effect insurance coverage on its assets, properties, premises,
operations, and personnel in such amounts as it deems appropriate. Schedule
4.1(r) hereto contains a description (identifying insurer, coverage, premiums,
named insured, deductibles, and expiration date) of all policies of fire,
liability, and other forms of insurance that currently are, or at any time
within the past five years have been, maintained in force by or for the account
of Seller or any Seller Affiliate with respect to the business and assets of
Seller or each Seller Affiliate (such policies are hereinafter referred to as
the "Policies"). Each of Seller and Seller's Affiliates has been continuously,
and is presently, insured by insurers unaffiliated with Seller or any Seller
Affiliate with respect to its property and the conduct of its business in such
amounts and against such risks as are adequate to protect its business and
assets, including, without limitation, liability insurance.

(s) GOVERNING DOCUMENTS AND MINUTE BOOKS. Each of Seller and
Seller's Affiliates has previously delivered to Buyer true and complete copies
of the articles of organization and bylaws of Seller and each Seller Affiliate
as currently in effect.

(t) INTELLECTUAL PROPERTY. Each of Seller and Seller's Affiliates
owns or holds all of the rights to use all trademarks, trade names, trade
secrets, logos, fictitious names, service marks, slogans, patents, and
copyrights that are used in or necessary to the operation of its business.
Schedule 1.2(e) hereto sets forth a true, complete, and correct list of all of
the Intellectual Property owned or used by Seller or any Seller Affiliate. None
of the matters covered by the Intellectual Property, nor any of the products or
services sold or provided by Seller or any Seller Affiliate, nor any of the
processes used or the business practices followed by

Seller or any Seller Affiliate, infringes or has infringed upon any trademark,
trade name, trade secret, logo, fictitious name, service xxxx, slogan, patent,
or copyright owned by any person or entity (or any application with respect
thereto), or constitutes unfair competition. Neither Seller nor any Seller
Affiliate is, and following the Closing Buyer will be, obligated to pay any
royalty or other payment with respect to any of the Intellectual Property. No
person or entity is producing, providing, selling, or using products or services
that would constitute an infringement of any of the Intellectual Property.

(u) INVENTORIES. [***] Seller, Seller's Affiliates, and
Designated Shareholders, the inventories of Seller and each Seller Affiliate
(including boats, motors, trailers, parts, and accessories) are stated in the
Base Balance Sheet at not more than the lower of cost or market, with adequate
adjustments for obsolete, out-of-date, or otherwise not readily marketable
items. [***] Seller, Seller's Affiliates, and Designated Shareholders, since the
date of the Base Balance Sheet, there have not been and there are not required
to be any write-downs in the value of such inventories or write-offs with
respect to such inventories. The inventories of Seller and each Seller Affiliate
(including boats, motors, trailers, parts, and accessories) are all in first
class merchantable condition and are usable and currently being used in the
present sales activities of Seller and Seller's Affiliates, and neither Seller
nor any Seller Affiliate has on hand or on order any inventory in excess of its
normal requirements (based upon sales experience for the last 12 months) for
products that are included in its current line and for which Seller or any
Seller Affiliate is now taking orders. Without limiting the foregoing, (i)
neither Seller nor any Seller Affiliate has more than a six-month supply of
inventory, all of which is saleable at prices currently quoted by Seller and
Seller's Affiliates, and (ii) all inventory being transferred to Buyer, pursuant
to this Agreement is in accordance with manufacturers' specifications and the
sale thereof to customers will not result in any liability of any kind to Buyer.

(v) SUFFICIENCY OF PURCHASED ASSETS. The Purchased Assets
constitute all or substantially all of the assets and properties of Seller and
Seller's Affiliates, other than the Excluded Assets, and constitute all or
substantially all of the assets and properties that are necessary to permit
Buyer to continue to conduct the Watercraft Business after the Closing Date in
the manner in which the Watercraft Business is currently being conducted by
Seller and Seller's Affiliates.

(w) SECURITIES MATTERS. Seller and Seller's Affiliates represent
and warrant to Buyer and MarineMax as follows:

(i) ACQUISITION OF MARINEMAX COMMON STOCK FOR OWN ACCOUNT.
Seller and Seller's Affiliates will acquire the MarineMax Common Stock for their
own account and not with a view to the distribution thereof in violation of the
Securities Act of 1933, as amended (the "Securities Act").

(ii) KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS. Seller and Seller's Affiliates have sufficient knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of the acquisition of the MarineMax Common Stock, and Seller and Seller's
Affiliates have the ability to bear the economic risk of acquiring the MarineMax
Common Stock.

(iii) RESTRICTED SECURITIES. Seller and Seller's Affiliates
acknowledge and understand that the MarineMax Common Stock will constitute
"restricted securities" as defined under Rule 144 under the Securities Act and
the certificates representing such shares will contain a legend to this effect.
As a result, such shares of MarineMax Common Stock may be sold only pursuant to
registration under the Securities Act or pursuant to an exemption therefrom.

(iv) AVAILABLE INFORMATION. Seller and Seller's Affiliates
have been supplied with, or had access to, information to which a reasonable
investor would attach significance in making investment decisions, including,
without limitation, all publicly available filings by MarineMax under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
MarineMax's Form 10-K Report for the year ended September 30, 2004; MarineMax's
Form 10-Q Report for the quarter ended June 30, 2005; MarineMax's 2004 Annual
Report to Stockholders; MarineMax's Proxy Statement for its 2005 Annual Meeting
of Stockholders; and any information with respect to MarineMax's financial
condition, business, and prospects and other information Seller and Seller's
Affiliates have requested to enable Seller and Seller's Affiliates to make the
decision to acquire the MarineMax Common Stock.

(x) ACCURACY OF STATEMENTS. [***] Seller, Seller's Affiliates,
and Designated Shareholders, neither this Agreement nor any statement, list,
certificate, or any other agreement executed in connection with this Agreement
or other information furnished or to be furnished by Seller, any Seller
Affiliate, or any Designated Shareholder to Buyer in connection with this
Agreement or any of the transactions contemplated hereby contains or will
contain an untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained herein or therein, in
light of circumstances in which they are made, not misleading.

4.2. FURTHER REPRESENTATIONS AND WARRANTIES OF DESIGNATED
SHAREHOLDERS. Designated Shareholders, jointly and severally, further represent,
warrant, and acknowledge to Buyer as follows:

(a) OWNERSHIP OF STOCK. Designated Shareholders directly or
indirectly own, and for 10 years preceding the date hereof, have directly or
indirectly owned, substantially all of the issued and outstanding shares of
capital stock of each of Seller and Seller's Affiliates, free and clear of all
liens, claims, rights, charges, encumbrances, and security interests of
whatsoever nature or type.

(b) POWER OF DESIGNATED SHAREHOLDERS TO EXECUTE AGREEMENT.
Designated Shareholders have the full right, power, and authority to execute,
deliver, and perform this Agreement and the related transaction documents
contemplated by this Agreement, and this Agreement constitute the legal and
binding obligation of Designated Shareholders and is enforceable against
Designated Shareholders in accordance with its terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights, and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefore may be
brought.

(c) AGREEMENT NOT IN BREACH OF OTHER INSTRUMENTS AFFECTING
DESIGNATED SHAREHOLDERS. The execution and delivery of this Agreement and the
related transaction documents contemplated by this Agreement, the consummation
of the transactions hereby contemplated, and the fulfillment of the terms hereof
will not result in the breach of any term or provision of, or constitute a
default under, or conflict with, or cause the acceleration of any obligation
under any agreement or other instrument of any description to which any
Designated Shareholder is a party or by which any Designated Shareholder is
bound, or any judgment, decree, order, or award of any court, governmental body,
or arbitrator or any applicable law, rule, or regulation.

4.3. REPRESENTATIONS AND WARRANTIES OF BUYER. Except as otherwise set
forth in the Buyer Disclosure Schedule heretofore delivered by Buyer to Seller
and Seller's Affiliates, and except as disclosed in any document heretofore
filed by MarineMax with the Securities and Exchange Commission ("SEC"), Buyer
represents and warrants to Seller, Seller's Affiliates, and Designated
Shareholders as follows:

(a) DUE INCORPORATION, GOOD STANDING, AND QUALIFICATION. Buyer is
a corporation duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its formation. Buyer is not subject to any material
disability by reason of the failure to be duly qualified as a foreign
corporation for the transaction of business or to be in good standing under the
laws of any jurisdiction. As used in this Agreement with reference to Buyer, the
term "subsidiaries" shall include all direct or indirect subsidiaries of Buyer,
other than Seller and all direct and indirect subsidiaries of Seller.

(b) CORPORATE AUTHORITY. Buyer has the corporate power and
authority to enter into this Agreement and the related transaction documents
contemplated by this Agreement and carry out the transactions contemplated
hereby and thereby. The Board of Directors and stockholders of Buyer have taken
all actions required by law to authorize the execution and delivery by Buyer of
this Agreement and the consummation by Buyer of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by and constitutes a
legal, valid, and binding agreement of Buyer, enforceable against it in
accordance with its terms, except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect relating to creditors' rights; and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefore may be brought.

(c) NO VIOLATION. The execution and delivery of this Agreement
and the related transaction documents contemplated by this Agreement and the
consummation of the transactions contemplated hereby and thereby will not
violate or result in a breach by Buyer of, or constitute a default under, or
conflict with, or cause any acceleration of any obligation with respect to, (i)
any provision or restriction of any charter, bylaw, loan, indenture, or mortgage
of Buyer; or (ii) any provision or restriction of any lien, lease agreement,
contract, instrument, order, judgment, award, decree, ordinance, or regulation
or any other restriction of any kind or character to which any assets or
properties of Buyer is subject or by which Buyer is bound.

(d) ACCURACY OF STATEMENTS. To the best knowledge and belief of
Buyer, neither this Agreement nor any statement, list, certificate, or other
information furnished or to be furnished by Buyer to Seller, Seller's
Affiliates, or Designated Shareholders in connection with this Agreement or any
of the transactions contemplated hereby contains or will contain an untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein, in light of the
circumstances in which they are made, not misleading.

(e) SEC REPORTS. MarineMax's Form 10-K Report for the year ended
September 30, 2005, and all subsequent reports and proxy statements filed by
MarineMax thereafter with the SEC pursuant to Section 13(a) or 14(a) of the
Exchange Act, do not contain a misstatement 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 as of the time the document was filed. No
report, proxy statement, or other document has been required to be filed by
MarineMax pursuant to Section 13(a) or 14(a) of the Exchange Act that has not
been filed. All such reports, registrations, and statements, which are filed
between the date hereof and the Closing Date, will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances in which they are made, not misleading.

(f) STATUS OF MARINEMAX COMMON STOCK TO BE ISSUED. The shares of
MarineMax Common Stock to be issued in partial payment for the Purchased Assets
will be, when issued, validly authorized and issued, fully paid, nonassessable,
free of preemptive or other similar rights, and listed for trading on the New
York Stock Exchange.

(g) SUBSEQUENT EVENTS. Except as contemplated by this Agreement
or disclosed in the SEC Reports, none of the following has occurred since the
date of the most recent consolidated balance sheet of MarineMax that is included
in the SEC Reports: (i) any event that had, or is reasonably likely to have, a
material adverse effect on MarineMax; (ii) any change by MarineMax in its
accounting methods, practices, or principles, except as required to comply with
applicable law or a change in GAAP; (iii) any commitment or transaction by
MarineMax that had, or is reasonably likely to have, a material adverse effect
on MarineMax and was not in the usual and ordinary course of business; (iv) any
declaration, payment, or setting aside for payment of any dividends or other
distributions (whether in cash, stock, or property) in respect of the MarineMax
Common Stock; or (v) any event, action, or condition that (A) constitutes an
agreement by MarineMax to do anything described in clauses (i)-(iv) above, or
(B) if it had occurred before the date of this Agreement, would have made any
representation or warranty to Buyer in this Agreement inaccurate in any material
respect.

(h) FINANCIAL ABILITY TO PERFORM. Buyer has liquid funds or
committed sources of funds sufficient to permit it to perform timely its
obligations hereunder, including the payment of Purchase Price to Seller and
Seller's Affiliates at the Closing and the other payments required hereunder.

(i) [***] PURCHASE. Buyer acknowledges and agrees that it has had
the opportunity to conduct, [***] with the Seller's and the Seller's Affiliates'
cooperation, any and all due diligence desired by Buyer with respect to the
condition, financial and otherwise, of

the Purchased Assets and the Watercraft Business. Accordingly, except as set
forth in this Agreement, Buyer acknowledges and agrees [***] that, except as
provided in this Agreement. Except as provided in this Agreement, Seller and
Seller's Affiliates [***] warranty, either express or implied, with respect to
the [***]. In this respect, Buyer confirms that, except for the representations
and warranties contained in this Agreement, [***] Assets to purchase [***].
Without limiting the generality of the foregoing, Buyer hereby acknowledges
that, [***] specifically provided in this Agreement, neither Seller, Seller's
Affiliates, nor any of their respective officers, employees or agents, [***],
and all expressed or implied warranties related to the quality of [***] the
Purchased Assets other than as provided in this Agreement.

SECTION V.
COVENANTS

5.1. COVENANTS OF SELLER, SELLER'S AFFILIATES, AND DESIGNATED
SHAREHOLDERS. Seller, Seller's Affiliates, and Designated Shareholders jointly
and severally agree that, unless Buyer otherwise agrees in writing and except as
set forth in the Seller Disclosure Schedule, at all times from the date of this
Agreement through the Closing Date:

(a) TRUTH OF REPRESENTATIONS AND WARRANTIES. Neither Seller nor
any Seller Affiliate shall take or suffer or permit any action that would render
untrue any of the representations or warranties of Seller or any Seller
Affiliate herein contained, and neither Seller nor any Seller Affiliate shall
omit to take any action, the omission of which would render untrue any such
representation or warranty.

(b) PRESERVATION OF BUSINESS. Each of Seller and Seller's
Affiliates shall use its best efforts (i) preserve intact its present business
organization; (ii) preserve its present goodwill and advantageous relationships
with all persons having business dealings with it; (iii) preserve its net worth;
and (iv) preserve and maintain in force all its licenses, registrations,
franchises, patents, trademarks, copyrights, bonds, and other similar rights.

(c) NO ORGANIC CHANGE. Neither Seller nor any Seller Affiliate
shall (i) amend its charter or bylaws; (ii) make any change in its capital stock
by reclassification, subdivision, reorganization, or otherwise; or (iii) merge
or consolidate with or sell any assets to any other corporation, trust, or
entity or change the character of its business, except as contemplated by this
Agreement.

(d) ORDINARY COURSE. Each of Seller and Seller's Affiliates shall
operate its business only in the usual, regular, and ordinary course and manner.
Without limiting the foregoing, neither Seller nor any Seller Affiliate shall
(i) encumber or mortgage any assets or properties; (ii) incur any obligation or
liability (contingent or otherwise), incur or modify any indebtedness, incur or
make any capital expenditures, purchase or acquire, or transfer or convey, any
assets or properties, or enter into any transaction or make or enter into any
contract or commitment, except in the usual and ordinary course of business
consistent with past practice and as contemplated by this Agreement; (iii)
create or acquire any subsidiary, invest in or acquire any stock or other equity
interest in any corporation, trust, or other entity, or purchase any investment
assets; (iv) expend more than $25,000 in any month except in the ordinary course
of business consistent with prior periods and as permitted by this Agreement
without the written

approval of Buyer, which shall not be unreasonably withheld; (v) waive any
material right; or (vi) make any material change in the nature or conduct of its
business.

(e) MAINTENANCE OF ASSETS AND PROPERTIES. Each of Seller and
Seller's Affiliates shall keep the premises occupied by it and all of the
equipment and other tangible assets and personal property used by it in good
operating condition and shall perform all necessary repairs and maintenance.
Seller and each Seller Affiliate shall not remove any personal property from any
facility of Seller or Seller's Affiliates unless same are replaced with similar
items of at least equal quality prior to the Closing Date. Neither Seller nor
any Seller Affiliate shall permit any modifications or additions to or sell or
permit to be sold or otherwise transferred or disposed of any item or group of
items constituting personal property, except items sold in the ordinary and
usual course of business. Neither Seller nor any Seller Affiliate shall convey
any interest in any of its assets or properties or subject any of its assets or
properties, or any portion thereof, to any additional liens, encumbrances, or
similar matters.

(f) SATISFACTION OF OBLIGATIONS AND LIABILITIES. Each of Seller
and Seller's Affiliates shall (i) pay or cause to be paid all of the obligations
and liabilities arising out of its business as they mature including those
related to taxes, except for those that are in good faith disputed; (ii)
maintain and perform in all material respects its obligations under all
agreements and contracts to which it is bound in accordance with their terms;
and (iii) comply in all material respects with all requirements of applicable
federal, state, and local laws, regulations, and rules. Seller and each Seller
Affiliates shall pay or cause to be paid in full all bills and invoices for
labor, goods, materials, supplies, services, and utilities of any kind relating
to their business, which were contracted for by Seller and each Seller Affiliate
or which were delivered to or performed on their assets or properties.

(g) BOOKS AND RECORDS. Each of Seller and Seller's Affiliates
shall maintain its books, accounts, and records in the usual, regular, and
ordinary manner and on a basis consistent with prior years, and Seller and each
Seller Affiliate shall comply with all laws applicable to it or to the conduct
of its business.

(h) INSURANCE. Each of Seller and Seller's Affiliates shall
maintain in force through the Closing Date all of the property, casualty, crime,
directors and officers, and other forms of insurance that it is presently
carrying and shall refrain from making any change in any such insurance
coverage.

(i) ENTRY INTO OBLIGATIONS. Neither Seller nor any Seller
Affiliate shall (i) enter into any lease, contract, agreement, or other
obligation with any party other than contracts for the sale of products or
services and contracts for the purchase of supplies or services in the ordinary
and usual course of business or, whether or not in the ordinary course of
business, which involve obligations in excess of $25,000 or which extend beyond
six months from the date of this Agreement; (ii) amend, modify, extend, change,
or terminate any presently existing lease, contract, agreement, or other
obligation; or (iii) enter into any service agreement, maintenance agreement,
contract, or other arrangement relating to the operation or maintenance of the
assets and properties of Seller or Seller's Affiliates, other than in the
ordinary course of business.

(j) NO ISSUANCE OF SHARES, OPTIONS, OR OTHER SECURITIES. Neither
Seller nor any Seller Affiliate shall (i) issue any shares of capital stock; or
(ii) grant any option, warrant, or other right to purchase or to convert any
obligation into shares of capital stock.

(k) ACQUISITIONS AND DISPOSITIONS. Neither Seller nor any Seller
Affiliate shall (i) order, purchase, or lease any boats, motors, trailers,
parts, accessories or other products, inventory, or equipment, except in the
ordinary course of business and consistent with past practice and as
contemplated by this Agreement; (ii) transfer, sell, pledge, dispose of, or
encumber any assets or properties, except in the ordinary course of business and
consistent with past practice and as contemplated by this Agreement; or (iii)
directly or indirectly acquire, purchase, or redeem any shares of its capital
stock or that of its subsidiaries or permit any of its subsidiaries to do so.

(l) DIVIDENDS. Neither Seller nor any Seller Affiliate shall
declare, make, or pay any dividend or other distribution with respect to its
capital stock or otherwise.

(m) COMPENSATION. Neither Seller nor any Seller Affiliate shall
(i) increase the compensation payable (including bonus compensation) to any
officer or director or to other management personnel from the amount payable as
of the date of the Base Balance Sheet, or (ii) introduce or change any pension
or profit sharing plan or any other employee benefit arrangement.

(n) EMPLOYEES. Each of Seller and Seller's Affiliates shall [***]
retain and keep available, and Designated Shareholders shall [***] cause Seller
and each Seller Affiliate to retain and keep available, the services of each of
its present employees, representatives, and agents. Neither Seller nor any
Seller Affiliate shall hire any employees, except in the ordinary course of
business and consistent with past practice, or adopt any employee benefit plan
or arrangement for the benefit of employees. Neither Seller nor any Seller
Affiliate shall enter into any employment agreement with any of its officers or
management personnel that may not be canceled by it without penalty upon notice
not exceeding 30 days.

(o) RIGHT OF INSPECTION. Each of Seller and Seller's Affiliates
shall, upon reasonable notice, make available to Buyer and its representatives
for inspection at all reasonable times all of the assets, properties,
facilities, and agreements (including all documents of any description
evidencing any right or obligation of Seller or any Seller Affiliate) and the
books, records, accounts, and financial statements of Seller and Seller's
Affiliates as they shall reasonably request and allow Buyer and its
representatives the right to make whatever copies of such materials they
require, and Seller and Seller's Affiliates shall permit Buyer and its
independent accountants to audit or make such audit tests respecting the
accounts of Seller and Seller's Affiliates as Buyer or those accountants
consider appropriate.

(p) CONFIDENTIALITY. Neither Seller nor any Seller Affiliate
shall reveal, orally or in writing, to any person, other than Buyer and its
representatives, any of the business procedures or practices followed by it in
the conduct of its business or any other information of a confidential nature,
except to the extent required by applicable law or governmental authority.

(q) CONSENTS AND APPROVALS. Each of Seller and Seller's
Affiliates shall use its good faith efforts to obtain all consents and approvals
of other persons and governmental authorities necessary to the performance by it
of the transactions contemplated by this Agreement. Each of Seller and Seller's
Affiliates shall make or cause to be made all filings, applications, statements,
and reports to all federal, state, and local government agencies and entities
that are required to be made prior to the Closing Date by or on behalf of Seller
or such Seller Affiliate pursuant to any statute, rule, or regulation in
connection with the transactions contemplated by this Agreement and necessary to
the continued conduct of the business of Seller and its subsidiaries in the
current manner.

(r) RECOMMENDATION OF BOARD OF DIRECTORS. The Boards of Directors
of Seller and Seller's Affiliates shall not modify any action taken on or prior
to the date of this Agreement approving the transactions contemplated hereby and
recommending approval of the transactions contemplated hereby by its
shareholders.

(s) APPROVAL OF SHAREHOLDERS. Seller, Seller's Affiliates, and
Designated Shareholders shall (i) cause a meeting of shareholders of Seller and
each Seller Affiliate to be duly called and held in accordance with the laws of
the applicable state of formation and applicable charter and bylaws as soon as
reasonably practicable for the purpose of voting on the adoption and approval of
this Agreement; (ii) recommend to shareholders approval of this Agreement; and
(iii) use their best efforts to obtain the necessary approval of the
shareholders of Seller and each Seller Affiliate.

5.2. FURTHER COVENANTS OF SELLER, SELLER'S AFFILIATES AND DESIGNATED
SHAREHOLDERS. Seller, Seller's Affiliates, and Designated Shareholders further
agree, unless Buyer otherwise agrees in writing, subsequent to the Closing:

(a) CHANGE OF NAME. Within 10 business days after the Closing,
each of Seller and Seller's Affiliates shall deliver to Buyer a certified copy
of the amendment to its Articles of Incorporation reflecting the change of name
referenced in Section 7.2(h).

(b) FILING OF TAX RETURNS. [***] Seller and Seller's Affiliates
shall file all federal, state, and local corporate and income tax returns for
its last fiscal year and covering the period from the end of its last fiscal
year to the date of its liquidation.

(c) DIVIDENDS. Nothing in this Agreement shall limit the ability
or right of Seller or any Seller Affiliate to declare or pay dividends to its
shareholders subsequent to the Closing, and Buyer hereby acknowledges such.

5.3. COVENANTS OF BUYER. Buyer agrees that, unless Seller and Seller's
Affiliates otherwise agree in writing and except as set forth in the Buyer
Disclosure Schedule or contemplated by this Agreement, at all times between the
date of this Agreement through the Closing:

(a) TRUTH OF REPRESENTATIONS AND WARRANTIES. Buyer shall not take
or suffer or permit any action that would render untrue any of the
representations or warranties of Buyer herein contained, and Buyer shall not
omit to take any action, the omission of which would render untrue any such
representation or warranty.

(b) CONSENTS AND APPROVALS. Buyer shall use its best efforts to
obtain all necessary consents and approvals of other persons and governmental
authorities to the performance by Buyer of the transactions contemplated by this
Agreement. Buyer shall make or cause to be made all filings, applications,
statements, and reports to all federal and state government agencies and
entities that are required to be made prior to the Closing Date by or on behalf
of Buyer pursuant to any statute, rule, or regulation in connection with the
transactions contemplated by this Agreement. [***].

5.4. NO SOLICITATION. Unless and until this Agreement shall have been
terminated pursuant to Section 8, neither Seller nor any Seller Affiliate, nor
any of its officers, directors, affiliates, representatives, or agents, or any
Designated Shareholder shall:

(a) directly or indirectly, encourage, solicit, or initiate
discussions or negotiations with, any corporation, partnership, person, or other
entity or group (other than Buyer, its affiliates, employees, representatives,
and advisors) concerning any merger, sale of assets, sale of shares of capital
stock, tender offer, or similar transaction involving Seller or any Seller
Affiliate; or

(b) disclose, directly or indirectly, any non-public information
to any corporation, partnership, person, or other entity or group (other than to
Buyer, its affiliates, employees, representatives, or agents) concerning the
business and assets of Seller or Seller's Affiliates, afford to any such party
access to the books or records of Seller or any Seller Affiliate, or otherwise
assist or encourage any such party in connection with any of the foregoing,
except to the extent required by applicable law or governmental authority.

5.5. GOOD FAITH EFFORTS. Subject to the terms and conditions of this
Agreement, and subject to fiduciary duties under applicable law, as advised by
counsel, each of the parties hereto agrees to use its good faith efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper, or advisable to consummate and make effective the
transactions contemplated by this Agreement, including, without limitation, to
obtain all necessary, proper, or advisable permits, consents, authorizations,
requests, and approvals of third parties and governmental authorities. If at any
time after the Closing Date, any further action is necessary or desirable to
carry out the purposes of this Agreement (including providing any information in
any way related to the assets to be purchased pursuant to this Agreement), the
proper officers and directors of each party to this Agreement shall take all
such action.

5.6. PUBLIC ANNOUNCEMENTS. Buyer on the one hand, and Seller and
Seller's Affiliates on the other hand, shall consult with each other before
issuing any press release or otherwise making any public statements with respect
to this Agreement and shall not issue any such press release or make any such
public statement prior to such consultation, except as may be required by law on
the advice of counsel or by any listing agreement with any national securities
exchange.

SECTION VI.
CONDITIONS PRECEDENT TO OBLIGATIONS

6.1. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations
of Buyer to consummate the transactions contemplated by this Agreement are, at
the option of Buyer, subject to the satisfaction of the following conditions on
or before the Closing Date:

(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Seller, Seller's Affiliates, and Designated
Shareholders herein contained shall have been true and correct in all material
respects when made and, in addition, shall be true and correct in all material
respects on the Closing Date with the same force and effect as though made on
and as of the Closing Date, except as affected by transactions contemplated
hereby and provided that representations and warranties that are modified by
"knowledge and belief" shall be so construed.

(b) PERFORMANCE OF AGREEMENTS. Seller, each Seller Affiliate, and
each Designated Shareholder shall have in all material respects performed all
obligations and agreements and complied with all covenants and conditions
contained in this Agreement to be performed and complied with by them on or
prior to the Closing Date and shall have delivered all documents, instruments,
and materials required by Section 7.2.

(c) CORPORATE APPROVALS. All necessary corporate action on the
part of the directors and shareholders of Seller and each Seller Affiliate
approving this Agreement and approving the transactions contemplated hereby
shall have been duly and validly taken.

(d) NO MATERIAL ADVERSE CHANGE. There shall be no material
adverse change in the business, assets, properties, operating results, or
financial condition of Seller and Seller's Affiliates taken as a whole.

(e) LITIGATION. No action or proceeding by any governmental
agency shall have been instituted or threatened that would enjoin, restrain, or
prohibit, or might result in substantial damages in respect of, this Agreement
or the consummation of the transactions contemplated by this Agreement and
would, in the reasonable judgment of Buyer, make it inadvisable to consummate
such transactions, and no court order shall have been entered in any action or
proceeding instituted by any other party that enjoins, restrains, or prohibits
this Agreement or consummation of the transactions contemplated by this
Agreement.

(f) PROCEEDINGS SATISFACTORY TO COUNSEL. All proceedings taken by
Seller, Seller's Affiliates, and Designated Shareholders and all instruments
executed and delivered by Seller, Seller's Affiliates, and Designated
Shareholders on or prior to the Closing Date in connection with the transactions
contemplated hereby shall be reasonably satisfactory in form and substance to
counsel for Buyer.

(g) DELIVERY OF DOCUMENTS. All other documents required to be
delivered by Seller, Seller's Affiliates, and Designated Shareholders on or
prior to the Closing Date shall be delivered or shall be tendered on or prior to
the Closing Date.

(h) CLOSING CERTIFICATE OF SELLER, SELLER'S AFFILIATES, AND
DESIGNATED SHAREHOLDERS. Buyer shall have received a closing certificate
executed by Seller, Seller's Affiliates, and Designated Shareholders, dated the
date of the Closing Date ("Closing Certificate of Seller, Seller's Affiliates,
and Designated Shareholders"), certifying that all representations and
warranties of Seller, Seller's Affiliates, and Designated Shareholders,
respectively, set forth in this Agreement are true, complete, and correct in all
material respects on and as of the Closing Date as if made at that time, and
that each of Seller, Seller's Affiliates, and Designated Shareholders has
performed and complied in all material respects with all agreements, covenants,
and conditions required by this Agreement to be performed or complied with by
them at or before the Closing Date [***].

(i) ENVIRONMENTAL REPORTS. Buyer shall have received reports, in
form and content satisfactory to Buyer, in the exercise of Buyer's sole
discretion, from Buyer's independent environmental consultants and its legal
counsel, concerning the real properties used in the business of Seller or any
Seller Affiliate, which reports shall be based, in part, on the results of
environmental site assessments that Buyer shall have caused to be completed
prior to the Closing Date on all such real properties, [***].

(j) LEASES. Seller, Seller's Affiliates, or Designated
Shareholders, as applicable, shall have entered into a lease in the form of
Exhibit A for each of the premises identified on Schedule 6.1(j) (the "Leases").

(k) ESCROW AND SECURITY AGREEMENT. Seller and Seller's Affiliates
shall have entered into the Escrow and Security Agreement.

(l) LISTING ON NEW YORK STOCK EXCHANGE. All of the shares of
MarineMax Common Stock to be issued hereunder shall have been authorized for
listing, subject to official notice of issuance, on the New York Stock Exchange.

(m) TERMINATION OF HSR ACT WAITING PERIODS. Any and all
applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act of 0000 (xxx "XXX Xxx") and other applicable federal and state laws, rules,
and regulations with respect to the transactions contemplated by this Agreement
shall have expired or shall have been terminated.

(n) CONSENT OF BRUNSWICK CORPORATION AND AZIMUT, SPA. Buyer shall
have obtained necessary consents (including the consents of the Sea Ray Meridian
and Boston Whaler divisions of Brunswick Corporation and Azimut, SPA with
respect to the transfer of the dealership), approval, and estoppel letters from
Brunswick Corporation (the "Brunswick Consent" and "Azimut Consent").

6.2. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER, SELLER'S
AFFILIATES AND DESIGNATED SHAREHOLDERS. The obligations of Seller, Seller's
Affiliates, and Designated Shareholders under this Agreement are, at the option
of Seller, Seller's Affiliates, and Designated Shareholders, subject to the
satisfaction of the following conditions on or before the Closing Date:

(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Buyer herein contained shall have been true
and correct in all

material respects when made and, in addition, shall be true and correct in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date, except as affected by transactions
contemplated hereby.

(b) PERFORMANCE OF AGREEMENTS. Buyer shall have in all material
respects performed all obligations and agreements and complied with all
covenants and conditions contained in this Agreement to be performed and
complied with by Buyer on or prior to the Closing Date and shall have delivered
all consideration, documents, instruments, and other materials required by
Section 7.3.

(c) CORPORATE APPROVAL. All necessary corporate action on the
part of the directors of Buyer approving this Agreement and approving the
transactions contemplated hereby shall have been taken, and Buyer's stockholders
shall have approved this Agreement and the transactions contemplated hereby as
required by applicable law.

(d) NO MATERIAL ADVERSE CHANGE. There shall be no material
adverse change in the business, properties, or financial condition of Buyer.

(e) LITIGATION. No action or proceeding by any governmental
agency shall have been instituted or threatened that would enjoin, restrain, or
prohibit, or might result in substantial damages in respect of, this Agreement
or the consummation of the transactions contemplated by this Agreement and
would, in the reasonable judgment of Seller and Seller's Affiliates, make it
inadvisable to consummate such transactions, and no court order shall have been
entered in any action or proceeding instituted by any other party that enjoins,
restrains, or prohibits this Agreement or consummation of the transactions
contemplated by this Agreement.

(f) PROCEEDINGS SATISFACTORY TO COUNSEL. All proceedings taken by
Buyer and all instruments executed and delivered by Buyer on or prior to the
Closing Date in connection with the transactions contemplated hereby shall be
reasonably satisfactory in form and substance to counsel for Seller and Seller's
Affiliates.

(g) DELIVERY OF DOCUMENTS. All other documents, required to be
delivered by Buyer on or prior to the Closing Date shall be delivered or shall
be tendered on or prior to the Closing Date.

(h) CLOSING CERTIFICATE OF BUYER. Seller and Seller's Affiliates
shall have received from Buyer a certificate executed by a duly authorized
officer of Buyer dated the date of the Closing Date ("Closing Certificate of
Buyer"), certifying that all representations and warranties of Buyer set forth
in this Agreement are true, complete, and correct in all material respects on
and as of the Closing Date as if made at that time and that Buyer has performed
and complied in all material respects with all agreements, covenants, and
conditions required by this Agreement to be performed or complied with by Buyer
on or before the Closing Date.

(i) LEASES. Buyer shall have entered into the Leases.

(j) ESCROW AND SECURITY AGREEMENT. Buyer shall have entered into
the Escrow and Security Agreement.

(k) TERMINATION OF HSR WAITING PERIODS. Any and all applicable
waiting periods under the HSR Act and other applicable federal and state laws,
rules, and regulations with respect to the transactions contemplated by this
Agreement shall have expired or shall have been terminated.

SECTION VII.
THE CLOSING

7.1. CLOSING. The closing (the "Closing") of the transactions
contemplated by this Agreement shall take place at the [***], or at such other
date, time, and place as may be agreed upon by Buyer and Seller and Seller's
Affiliates, which date is sometimes herein called the "Closing Date."

7.2. DELIVERIES BY SELLER, SELLER'S AFFILIATES, AND DESIGNATED
SHAREHOLDERS. At the Closing, Seller, Seller's Affiliates, and Designated
Shareholders shall deliver the following:

(a) INSTRUMENTS OF CONVEYANCE. Such deeds, bills of sale,
instruments of assignment, and other instruments and documents as may be
necessary to convey to Buyer title to the Purchased Assets, including, without
limitation, a xxxx of sale and assignment agreement (the "Xxxx of Sale and
Assignment Agreement") substantial in the form of Exhibit B.

(b) CLOSING CERTIFICATE OF SELLER, SELLER'S AFFILIATES, AND
DESIGNATED SHAREHOLDERS. The Closing Certificate of the Seller, Seller's
Affiliates, and Designated Shareholders.

(c) SECRETARY'S CERTIFICATE. The certificate of the Secretary of
each of Seller and Seller's Affiliates certifying to the resolutions
constituting all necessary corporate action by the Board of Directors and by the
shareholders of Seller and Seller's Affiliates to authorize the consummation of
the transactions provided for herein.

(d) BOOKS AND RECORDS. All of the books, records, and files of
Seller and each Seller Affiliate, excepting only corporate minute books, stock
books or records, and employee and tax records.

(e) THE LEASES. The Leases.

(f) ESCROW AND SECURITY AGREEMENT. The Escrow and Security
Agreement.

(g) CONSENTS AND ESTOPPEL LETTERS. All written consents,
approvals, and estoppel letters of all parties whose consent is necessary to the
continued effectiveness and validity of, or otherwise reasonably requested by
Buyer in connection with the assignment of, or alternate arrangements
satisfactory to Buyer with respect to, any Business Contract, lease, license,
permit, agreement, indenture, or other instrument, that is to be a Purchased
Asset, or which may be necessary, appropriate or required in order to permit
Buyer to conduct the business and operations of Seller and Seller's Affiliates
after the Closing in all respects the same as Seller

conducted the Watercraft Business prior to the Closing, and written evidence of
other consents and approvals of the transactions contemplated hereby.

(h) CHANGE OF NAME. Documents and instruments amending the
Articles of Incorporation of each of Seller and Seller's Affiliates changing its
name to another name that is not deceptively similar to "Surfside Marina," or
any deviations thereof shall be filed within 10 days of the Closing Date.

(i) GOOD STANDING CERTIFICATES. Certificates of good standing of
each of Seller and Seller's Affiliates, issued not earlier than 15 business days
prior to the Closing Date by the Secretary of the state of the state of its
organization and by the Secretary of State of each state in which Seller or
Seller's Affiliates is qualified to transact business.

(j) THE BRUNSWICK AND AZIMUT CONSENTS. The Brunswick and Azimut
Consents.

All assignments, consents, certificates, and other documents delivered
by Seller shall be in form reasonably satisfactory to counsel for Buyer.

7.3. DELIVERIES BY BUYER. At the Closing, Buyer shall deliver the
following:

(a) ASSUMPTION OF LIABILITIES. One or more assumptions of
liabilities necessary to assume the obligations and liabilities being assumed
hereunder.

(b) PURCHASE PRICE. Payment of the purchase price provided for in
Section 3.1.

(d) SECRETARY'S CERTIFICATE. The Certificate of the Secretary or
an Assistant Secretary of Buyer certifying to the resolutions constituting all
necessary corporate action by the Board of Directors of Buyer to authorize the
consummation of the transactions provided for herein.

(e) CONSENTS AND APPROVALS. Any written evidence of all consents
and approvals of the transactions contemplated hereby required to be obtained by
Buyer.

(f) THE LEASES. The Leases.

(g) THE XXXX OF SALE AND ASSIGNMENT AGREEMENT. The Xxxx of Sale
and Assignment Agreement.

All certificates and other documents delivered by Buyer shall be in
form reasonably satisfactory to counsel for Seller and Seller's Affiliates.

7.4. PAYMENT OF CREDITORS. In the ordinary course of business, Seller
and Seller's Affiliates shall, from the cash portion of the purchase price
received, pay off entirely all of obligations and liabilities of Seller and
Seller's Affiliates, except the Assumed Liabilities.

Seller and Seller's Affiliates shall supply evidence of such payoffs to Buyer at
the Closing in the form of copies of each check of Seller and Seller's
Affiliates issued to creditors and other third parties.

7.5. OBLIGATIONS OF ALL PARTIES.

(a) THIRD-PARTY CLAIMS. The parties shall cooperate with each
other with respect to the defense of any claims or litigation made or commenced
by third parties subsequent to the Closing Date that are not subject to the
indemnification provisions contained in Section 10 of this Agreement.

(b) FURTHER ASSURANCES. The parties shall execute such further
documents and perform such further acts as may be necessary to consummate the
transactions contemplated herein on the terms herein contained and to otherwise
comply with the terms of this Agreement.

7.6. RISK OF LOSS Seller and Seller's Affiliates shall bear all risk
of loss with respect to the Purchased Assets between the date of this Agreement
and the Closing Date resulting from loss, theft, fire, or natural disaster.

SECTION VIII.
WAIVER AND MODIFICATION

8.1. WAIVERS. The failure of Seller, Seller's Affiliates, or
Designated Shareholders to comply with any of their obligations, agreements, or
conditions as set forth in this Agreement may be waived expressly in writing by
Buyer, by action of its Board of Directors. The failure of Buyer to comply with
any of its obligations, agreements, or conditions as set forth in this Agreement
may be waived expressly in writing by Seller and Seller's Affiliates, by action
of their Boards of Directors, without the vote of their shareholders.

8.2. MODIFICATION. This Agreement may be modified at any time in any
respect by the mutual consent of all of the parties, notwithstanding prior
approval by shareholders. Any such modification may be approved for any party by
its Board of Directors, without further approval of its shareholders, except
that amount of consideration to be paid for the Purchased Assets may not be
decreased (except as provided herein) without the consent of the shareholders of
Seller and each Seller Affiliate given by the same vote as is required under
applicable state law for approval of this Agreement.

SECTION IX.
NON-COMPETITION

9.1. NON-COMPETITION. Because of the importance of Designated
Shareholders to the development and operation of the business of Seller and
Seller's Affiliates, as well as their knowledge of and reputation in the boating
industry, Buyer is unwilling to enter into and perform this Agreement unless
Seller, Seller's Affiliates, and Designated Shareholders all enter into the
non-competition agreement contained in this Section 9. To induce Buyer to enter
into this Agreement and for the benefit of Buyer and MarineMax, Seller, Seller's
Affiliates, and Designated Shareholders jointly and severally agree as follows:

9.2. DURATION AND EXTENT OF RESTRICTION. Neither Seller, nor any
Seller Affiliate, nor any Designated Shareholder shall, for a period ending five
years after the Closing Date, engage in a business that sells, rents, repairs,
brokers, provides storage for, or leases boating products or services within a
200 mile radius of any location where MarineMax, Buyer, or [***] conducts
business. The term "engage in" shall include, but shall not be limited to,
activities, whether direct or indirect, as proprietor, partner, shareholder,
landlord, principal, agent, employee, consultant or lender; provided, however,
that the ownership of not more than 5% in the aggregate by Seller, Seller's
Affiliates, and Designated Shareholders of the stock of a publicly held
corporation shall not be included in such term. [***].

9.3. RESTRICTIONS WITH RESPECT TO CUSTOMERS AND EMPLOYEES. In
furtherance of, and without in any way limiting the restriction in Section 9.2,
for the period specified in Section 9.2, neither Seller, nor any Seller
Affiliate, nor any Designated Shareholder shall, directly or indirectly,

(a) request any past or present customers of Seller or any Seller
Affiliate to curtail or cancel their business with MarineMax, Buyer, or any of
its their affiliates;

(b) disclose the identity of any past or present customers of
Seller, or any Seller Affiliate, MarineMax, Buyer, or any subsidiary or
affiliate of MarineMax or Buyer to any other person, firm, or entity, except to
the extent required by law or applicable governmental authority;

(c) solicit, canvas, or accept, or authorize any other person to
solicit, canvas, or accept, from any past or present customers of Seller, any
Seller Affiliate, Buyer, MarineMax, or any subsidiary or affiliate of Buyer or
MarineMax, any business for any other person, firm, or entity engaged in a
business the same as, similar to, or in general competition with the business of
Seller or Seller's Affiliates being conducted within the territorial limits
described in Section 9.2; or

(d) induce or attempt to influence any employee of Seller or any
Seller Affiliate, MarineMax, Buyer, or any affiliate or subsidiary of Buyer or
MarineMax to terminate such employee's employment.

9.4. REMEDIES FOR BREACH. Seller, Seller's Affiliates, and Designated
Shareholders acknowledge that the restrictions contained in this Section 9, in
view of the nature of the business in which they are engaged, are reasonable and
necessary to protect the legitimate interests of Buyer, MarineMax, and their
subsidiaries and other affiliated entities and that any violation of these
restrictions would result in irreparable injury to Buyer, MarineMax, and their
subsidiaries and other affiliated entities. Seller, Seller's Affiliates, and
Designated Shareholders agree that, in the event of a violation of any of such
restrictions, Buyer and MarineMax shall be entitled to preliminary and permanent
injunctive relief as well as an equitable accounting of all earnings, profits,
and other benefits arising from such violation, which rights shall be cumulative
and in addition to any other rights or remedies to which Buyer or MarineMax may
be entitled. In the event of a violation, the period of non-competition referred
to in Section 9.2 shall be extended by a period of time equal to that period
beginning when such violation commenced and

ending when the activities constituting such violation shall have been finally
terminated in good faith.

9.5. BLUE PENCIL PROVISION. In the event any of the foregoing
restrictions are adjudged unreasonable in any proceeding, then the parties agree
that the period of time or the scope of such restriction (or both) shall be
adjusted in such a manner or for such a time (or both) as is adjudged to be
reasonable.

SECTION X.
INDEMNIFICATION

10.1. INDEMNIFICATION BY SELLER AND [***].

(a) GENERAL. Seller and [***] jointly and severally, covenant and
agree to defend, indemnify, and hold Buyer, MarineMax and each of their
officers, directors, shareholders, members, managers, controlling persons,
affiliates, employees, and agents (each a "Buyer Indemnitee") harmless for,
from, and against, and will pay to the Buyer Indemnities, the amount of any and
all damages, losses, liabilities (absolute and contingent), fines, penalties,
costs, and expenses, including, without limitation, reasonable counsel fees,
costs, and expenses, (collectively "Losses") (including those incurred in the
investigation, defense, or settlement with respect to or arising out of any
demand, claim, inquiry, investigation, proceeding, action, or cause of action)
or diminution of value, whether or not involving a third-party claim, that any
Buyer Indemnitee may suffer or incur by reason of (i) the inaccuracy of any of
the representations or warranties of Seller or any Seller Affiliate contained in
this Agreement, or any of the agreements, certificates, documents, exhibits, or
schedules delivered in connection with this Agreement; (ii) the failure of
Seller or any Seller Affiliate to comply with, or the breach, or the default by
Seller or any Seller Affiliate of any of the covenants, warranties, or
agreements made by Seller or any Seller Affiliate contained in this Agreement,
or any of the agreements, certificates, documents, exhibits, or schedules
delivered in connection with this Agreement; or (iii) any of the Excluded
Liabilities.

(b) ENVIRONMENTAL. Seller and [***], jointly and severally,
covenant and agree to defend, indemnify, and hold each Buyer Indemnitee harmless
for, from, and against any and all damages, losses, liabilities (absolute and
contingent), fines, penalties, costs, and expenses (including, without
limitation, reasonable counsel fees, costs, and expenses) incurred by reason of
any inaccuracy of any of the representations or warranties set forth in Section
4.1(p), and any demand, claim, inquiry, investigation, proceeding, action, or
cause of action, environmental assessments, costs of cleanup, and/or remediation
expenses such Buyer Indemnitee may suffer or incur directly or indirectly by
reason of or in any way relating to any of the following:

(i) any use, generation, transportation, storage, treatment,
disposal, or presence of Hazardous Substances (as defined below) occurring on or
prior to the Closing Date including, without limitation, any waste or other
disposal activities or Releases (as defined below) that occurred at a facility
on which a portion of Sellers or any Seller Affiliate's (or its or their
predecessors') business was conducted, any waste or other disposal activities or
Releases that occurred off of any such facility with regard to wastes and other
substances

generated on such facility, and any waste or other disposal activities or
Releases that occurred on real estate at any time whether or not Seller or any
Seller Affiliate (or its predecessors) owned or leased such real estate at the
time such waste or other disposal activities or Releases were engaged in, and
whether or not Seller or any Seller Affiliate performed such waste or other
disposal activities or Releases. As used herein, the term "Hazardous Substances"
shall mean and include those substances included within the definitions of
"hazardous substances," "hazardous materials," "toxic substances," "extremely
hazardous substances," "medical waste," or "solid waste" in the environmental
laws and in rules and regulations promulgated pursuant thereto; those substances
listed in the United States Department of Transportation Table or by the United
States Environmental Protection Agency as hazardous substances; any materials,
substances, or wastes that are toxic, ignitable, corrosive, or reactive and that
are regulated by any local, state, or federal governmental authority; petroleum,
its derivatives, by-products, other hydrocarbons, gasoline, crude oil, or any
fraction thereof that is liquid at standard conditions of temperature and
pressure (including, without limitation, motor fuels, jet fuels, distillate fuel
oils, residual fuel oils, lubricants, petroleum solvents, and used oils); and
all other substances, materials, and wastes that are, or that become,
prohibited, controlled, or regulated under, or that are classified as hazardous
or toxic under, any environmental law or that pose or could pose a threat or
nuisance to health, safety, or the environment or any other substance, material,
or waste, the presence of which requires reporting, investigation, or
remediation under any environmental laws, causes or threatens to cause a
nuisance on Seller's or any Seller Affiliate properties or on any adjacent
property, or poses or threatens to pose a hazard to the health or safety of
persons, or which, if it emanated or migrated, could constitute a trespass;

(ii) any past, present, or threatened spills, discharges,
leaks, emissions, injections, escapes, dumping, pumping, pouring, emptying,
leaching, leaking, or disposing or any releases or threatened releases as
defined now or in the future under CERCLA, as amended or reauthorized from time
to time, or any other similar federal, state, or local laws, statutes, rules, or
regulations to surface waters, groundwaters, soil, ambient air, or otherwise
into the environment ("Releases") occurring on or prior to the Closing Date,
including, without limitation, both those Releases or incidents involving
potential or actual environmental contamination that required notification or
reporting to appropriate federal, state, or local officials or agencies, or
clean-up or remedial activities, and those releases or incidents that occurred
prior to the effective date of any requirements imposing such notification or
reporting obligations or clean-up or remedial activities, but which would have
been subject to such obligations if they had occurred subsequent to the
effective date of such requirements;

(iii) the exposure of and resulting consequences to any
persons, including, without limitation, employees of Seller or any Seller
Affiliate, to any mineral, chemical, or industrial product, raw material
intermediate, by-product, or Hazardous Substance created, stored, treated,
generated, processed, handled, or originating at a facility at which Seller or
any Seller Affiliate (or any of its or their predecessors) conducted business on
or prior to the Closing Date or otherwise used by Seller or any Seller Affiliate
(or any of its or their predecessors) in the conduct of its business;

(iv) any violations or claim of violations by Seller or any
Seller Affiliate, or pertaining to its properties, which violations or alleged
violations occurred prior to

the Closing Date, of federal, state, or local Environmental Laws, occupational
or employee health and safety laws, or otherwise arising out of or under such
laws;

(v) any and all actions, failures to act, and negligence in
monitoring, maintaining, reporting, and upkeep of on-site generation, storage,
treatment, transportation, and disposal operations on or prior to the Closing
Date;

(vi) any installation, use, removal, maintenance, or
monitoring of storage tanks or related facilities on or prior to the Closing
Date; or

(vii) any violations, fees, obligations, or failures to
comply with any and all environmental laws, permit requirements, authorizations,
orders, and other administrative or legal directives on or prior to the Closing
Date.

Notwithstanding anything to the contrary herein, this indemnification
shall take effect upon the discovery of any condition set forth herein and
applies to voluntary as well as governmental or court mandated cleanups.

(c) SECURITY FOR SELLER'S AND SELLER'S AFFILIATES OBLIGATIONS.
[***] shares of the MarineMax Common Stock if a portion of the consideration is
payable in MarineMax Common Stock or [***] million if the consideration is
payable in cash shall be set aside and held for up to one year after the Closing
Date pursuant to the Escrow and Security Agreement as security for Seller's,
Seller's Affiliates, and Designated Shareholders' obligations under this Section
10.1.

10.2. INDEMNIFICATION BY BUYER. Buyer covenants and agrees to defend,
indemnify, and hold Seller, Seller's Affiliates, and Designated Shareholders
harmless for, from, and against, and will pay to Seller, Seller's Affiliates,
and Designated Shareholders the amount of, any and all damages, losses,
liabilities (absolute and contingent), fines, penalties, costs, and expenses,
including, without limitation, reasonable counsel fees, costs, and expenses
(including those incurred in the investigation, defense, or settlement with
respect to or arising out of any demand, claim, inquiry, investigation,
proceeding, action, or cause of action) or diminution of value, whether or not
involving a third-party claim, that Seller, any Seller Affiliate, or any
Designated Shareholder may directly or indirectly suffer or incur by reason of
(a) the inaccuracy of any of the representations or warranties of Buyer
contained in this Agreement or any of the agreements, certificates, documents,
exhibits, or schedules delivered in connection with this Agreement; or (b) the
failure to comply with, or the breach or the default by Buyer, of any of the
covenants, warranties, or agreements made by Buyer in this Agreement or any of
the agreements, certificates, documents, exhibits, or schedules delivered in
connection with this Agreement; or (c) any Assumed Liability. Buyer shall have
no obligation to defend, indemnify, and hold Seller, any Seller Affiliate, or
any Designated Shareholder harmless pursuant to this Section 10.2 with respect
to any liability that is an Excluded Liability set forth in Section 2.2.

10.3. NOTICE AND RIGHT TO DEFEND THIRD-PARTY CLAIMS. Promptly upon
receipt of notice of any claim, demand, or assessment or the commencement of any
suit, action, or proceeding with respect to which indemnity may be sought
pursuant to this Agreement, the party seeking to be indemnified or held harmless
(the "Indemnitee") shall notify in writing, if

possible, within sufficient time to respond to such claim or answer or otherwise
plead in such action, the party from whom indemnification is sought (the
"Indemnitor"). In case any claim, demand, or assessment shall be asserted, or
suit, action, or proceeding commenced against the Indemnitee, the Indemnitor
shall be entitled, at the Indemnitor's expense, to participate therein, and, to
the extent that it may wish, to assume the defense, conduct, or settlement
thereof, at its own expense, with counsel satisfactory to the Indemnitee unless
solely a monetary claim, whose consent to the selection of counsel shall not be
unreasonably withheld or delayed, provided that the Indemnitor confirms to the
Indemnitee that it is a claim to which its rights of indemnification apply. The
Indemnitor shall have the right to settle or compromise monetary claims without
the consent of Indemnitee; however, as to any other claim, the Indemnitor shall
first obtain the prior written consent from the Indemnitee, which consent shall
be exercised in the sole discretion of the Indemnitee. After notice from the
Indemnitor to the Indemnitee of Indemnitor's intent so to assume the defense,
conduct, settlement, or compromise of such action, the Indemnitor shall not be
liable to the Indemnitee for any legal or other expenses (including, without
limitation, settlement costs) subsequently incurred by the Indemnitee in
connection with the defense, conduct, or settlement of such action while the
Indemnitor is diligently defending, conducting, settling, or compromising such
action. The Indemnitor shall keep the Indemnitee apprised of the status of the
suit, action, or proceeding and shall make Indemnitor's counsel available to the
Indemnitee, at the Indemnitor's expense, upon the request of the Indemnitee. The
Indemnitee shall cooperate with the Indemnitor in connection with any such claim
and shall make personnel, books, and records and other information relevant to
the claim available to the Indemnitor to the extent that such personnel, books,
and records and other information are in the possession and/or control of the
Indemnitee. If the Indemnitor decides not to participate, the Indemnitee shall
be entitled, at the Indemnitor's expense, to defend, conduct, settle, or
compromise such matter with counsel satisfactory to the Indemnitor, whose
consent to the selection of counsel shall not be unreasonably withheld or
delayed.

10.4. [***] INDEMNITY.

(a) [***] INDEMNITY. [***] the provisions of this Section 10, the
[***] indemnification payable by Seller and Seller's Affiliates pursuant to this
[***].

(b) ENVIRONMENTAL.

(i) [***] Seller's sole liability and responsibility for any
of the covenants, representations, warranties, and indemnifications relating to
all environmental provisions contained in this Agreement shall be expressly
[***] a sum which represents [***] the purchase price of the acquisition of the
properties covered by the Leases. So for example, if Buyer exercises its option
under the Leases (the "Option") to purchase the properties for the sum of [***],
then the obligation of Seller would be limited to [***]. This sum shall be
defined [***] be applicable both during the leasehold term, and in the event of
the exercise of the Option, such that Seller's responsibility in the aggregate
for environmental damages shall never be more that the MLA.

(ii) [***] if an environmental issue arises under federal,
state, or local law that requires the expenditure of money during the leasehold
term, then Seller (or its designee landlord affiliate under the applicable
Lease) shall immediately take all measures [***]

to effectuate all remediation required by applicable law. If the environmental
issue that arises is a result of a [***] that was not installed by Buyer or as a
result of an item noted in the Phase I Report prepared for Buyer or Seller
before the date of this Agreement, then Seller shall be responsible for the
costs thereof, [***] expense in excess of [***], then [***] in such property
shall be [***]. The aforesaid reimbursement shall be accomplished by Buyer first
deducting [***] its rental payments [***] until all sums expended by Buyer for
remediation are reimbursed to Buyer with Seller to pay any balance immediately
[***]. During the leasehold, [***] shall [***] and shall increase annually by
the Leases' purchase option CPI adjustment. Notwithstanding anything else
contained herein, in the event Buyer terminates its Lease, Buyer shall remain
responsible at all times for environmental damages it has caused that are other
than those contained on the Phase I Report for from structural underground items
installed by Seller.

(iii) In the event Buyer exercises its Option and an
environmental issue arises pursuant to federal, state, or local law that
requires remediation from an underground structural item that was not installed
by Buyer or as a result of an item noted in the Phase 1 Report prepared for
Buyer or Seller before the date of this Agreement, Seller shall immediately
undertake to remediate same [***] and expense [***] to effectuate all
remediation required by applicable law. Seller's liability for [***], which
shall be calculated from the commencement date of the Leases. So for example, if
an environmental expense arises, then the parties shall calculate all monies
expended during the lease term by Seller, if [***] the balance shall be deducted
from the option price. [***]. The balance remaining of the purchase price under
the Option shall be paid to Seller in accordance with the provisions of the
parties' contract. Notwithstanding anything else contained in this Agreement, in
the event that the [***] initiates a Phase II environmental survey after [***]
and to undertake the remediation within all time frames provided by applicable
law, and (B) Buyer shall close the real estate purchase set forth in the
exercise of its Option in accordance with the applicable Lease Agreement within
the time frames provided therein.

(iv) [***].

10.5. [***] INDEMNIFICATION CLAIMS.

(a) VEHICLES. Any claims for indemnification for the condition of
vehicles [***].

(b) EQUIPMENT AND FIXTURES. Any claims for indemnification for
the condition of buildings, equipment, machinery, docks, trailers, fixtures,
furniture, furnishings, office equipment, and other equipment must be made
[***].

(c) BOATS AND ACCESSORIES. Any claims for indemnification for the
condition of used boats and motors must be made within [***] of the Closing Date
or upon retail delivery if sooner.

(d) OTHER CLAIMS. Any other claims for indemnification (other
than environmental claims) must be made within [***] of the Closing Date or upon
retail delivery of the applicable item, if sooner.

Any claims not made within the above time frames shall be waived.

10.6. SOLE REMEDY. Buyer's sole remedy for any breaches of the
representations and warranties contained in this Agreement shall be the
indemnity provisions contained in this Section 10. This provision shall include
all claims for breach of contract or for fraud arising under the terms of this
Agreement or any other agreement executed contemporaneously herewith. Buyer
agrees and shall be estopped from asserting any defense of violations of public
policy with respect to its agreement to this provision. In the event a party to
this Agreement is not named in this Section 10 (excepting Section 10.2)such
party shall have no liability under this Agreement.

SECTION XI.
GENERAL

11.1. INDEMNITY AGAINST FINDERS. Each party hereto shall indemnify and
hold the other parties harmless against any claim for finders' fees based on
alleged retention of a finder by it, including legal counsel fees.

11.2. CONTROLLING LAW. This Agreement, and all questions relating to
its validity, interpretation, performance, and enforcement, shall be governed by
and construed in accordance with the laws of [***] provisions to the contrary.
Any disputes shall be in a court of competent jurisdiction in the [***].

11.3. NOTICES. All notices, requests, demands, and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made, and received when delivered
against receipt, 12 hours after being sent by facsimile or e-mail with
confirmation thereof, or three business days after being sent by registered or
certified mail, postage prepaid, return receipt requested, as set forth below:

If to Buyer:

00000 X.X. 00 Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. XxXxxx Xx.
Phone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxx.x@xxxxxxxxx.xxx

with a copy given in the manner
prescribed above, to:

Xxxxxxxxx Xxxxxxx, LLP
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
E-mail: XxxxX@XXXxx.xxx

If to Seller, Seller's Affiliates or Designated
Shareholders:
[***]

with a copy given in the manner
prescribed above, to:
[***]

Any party may alter the address to which communications or copies are
to be sent by giving notice to such other parties of change of address in
conformity with the provisions of this paragraph for the giving of notice.

11.4. ENTIRE AGREEMENT. All Schedules and Exhibits referenced in this
Agreement are attached to and form part of this Agreement. This Agreement and
the Schedules and Exhibits hereto contain the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede all prior
and contemporaneous agreements and understandings, inducements, or conditions,
express or implied, oral or written, except as herein contained. The express
terms hereof control and supersede any course of performance and/or usage of the
trade inconsistent with any of the terms hereof. This Agreement may not be
modified or amended other than by an agreement in writing executed and delivered
by all parties hereto.

11.5. SEVERABILITY. Each and every provision set forth in this
Agreement is independent and severable from the others, and no provision shall
be rendered unenforceable by virtue of the fact that, for any reason, any other
or others of them may be unenforceable in whole or in part. The parties hereto
agree that if any provision of this Agreement shall be declared by a court of
competent jurisdiction to be unenforceable for any reason whatsoever, the court
may appropriately limit or modify such provision, and such provision shall be
given effect to the maximum extent permitted by applicable law.

11.6. SECTION HEADINGS. The section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.

11.7. GENDER. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine, or neuter, as the
context requires.

11.8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
or warranties made in or pursuant to Section 4 shall survive the Closing for a
period of one year, except environmental representations and warranties shall
survive for three years.

11.9. COUNTERPARTS; FACSIMILE. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same agreement, and this Agreement may be
executed by facsimile provided that the parties deliver the original execution
pages within two business days of the Closing.

11.10. SUBSIDIARIES. For purposes of this Agreement, all references to
a subsidiary or subsidiaries of Seller, any Seller Affiliate, or Buyer shall
mean any corporation, partnership or limited liability company in which Seller,
any Seller Affiliate, or Buyer, as the case may be, owns a majority interest or
otherwise controls.

11.11. NO OBLIGATION TO HIRE. Nothing contained in this Agreement
shall impose, or be deemed to impose, upon Buyer any obligation to employ or
retain any persons who are employed by Seller or any Seller Affiliate as of the
Closing Date or to offer employment to such persons under similar working
conditions as those existing prior to the Closing.

11.12. THIRD-PARTY BENEFICIARY. MarineMax shall at all times be and
remain an express third-party beneficiary under this Agreement and all
documents, instruments, and agreements made and entered into pursuant hereto.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

MARINEMAX OF NEW YORK, INC.

By: /s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx, Vice President

SURFSIDE-3 MARINA, INC.

By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Its: President

SURFSIDE 3 MARINA OF CONNECTICUT, INC.

By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Its: Vice President

SURFSIDE 3 OF MANHATTAN, INC.

By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Its: Vice President

SURFSIDE 3 YACHT SALES, INC.

By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Its: Vice President

SUNCOAST YACHT BROKERAGE OF NEW YORK,
INC.

By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Its: Vice President

DESIGNATED SHAREHOLDERS:

/s/ Xxxxxxx Xxxxxxx
----------------------------------------
Xxxxxxx Xxxxxxx

/s/ Xxxx Xxxxxxx
----------------------------------------
Xxxx Xxxxxxx

/s/ Xxxxx Xxxxxx
----------------------------------------
Xxxxx Xxxxxx

/s/ Xxxxxx Xxxxxxxx
----------------------------------------
Xxxxxx Xxxxxxxx

ASSET PURCHASE AGREEMENT LIST OF SCHEDULES

SCHEDULE TITLE DESCRIPTION
-------- ----- -----------

Schedule 1.2(a) Trade Accounts Receivable Complete and current list of Trade Accounts Receivable,
including amounts, including name, address, and phone
numbers of obligor. Amount of each receivable and the name
and mailing address of the obligator.

Schedule 1.2(b) Inventory A complete and accurate list of Inventory, including
boats, motors, trailers, parts, and accessories.

Schedule 1.2(c) Intellectual Property Complete and correct list of all the Intellectual Property
owned or used by Seller or any Seller's Affiliates,
attaching copies of all such business and marketing plans,
license agreements, product formulas, copyrighted
materials, trade-marks and trade names and patents and all
applications used in the conduct of or relating to the
business conducted by Seller or any Seller Affiliates.

Schedule 1.2(d) Prepaid Expenses List of all deposits or prepaid expenses.

Schedule 1.2(e) Machinery and Equipment

Schedule 1.2(g) Leased Personalty Complete list of all Leased Personalty and copies of all
lease agreements from the leasehold interest created by
all leases or personal property constituting any part of
the Purchase Assets or used in Seller's or any Seller's
Affiliates business.

Schedule 1.2(h) Business Contracts A complete, accurate, and executed copy of each business
contract that Seller reasonably believes will be in effect
on Closing Date and including any other Business Contracts
transferable by Seller or any Seller Affiliate.

Schedule 1.2(i) Customer and Supplier List All previous and existing customers and suppliers of
Seller and each Seller Affiliate and their last know
business address.

Schedule 1.2(j) Licenses and Permits Complete list of any licenses, permits, franchises,
certificates, consents, approvals and authorizations that
are issued, applied for or pending and used in the conduct
of the business of Seller or any Seller Affiliate,
attached with copies of all such licenses or permits.

Schedule 1.2(l) Computer Software and Hardware

Schedule 1.2(o) Seller's Leasehold Interest Complete list of Seller's and each Seller's Affiliates
leasehold interests as tenant or

ASSET PURCHASE AGREEMENT LIST OF SCHEDULES

SCHEDULE TITLE DESCRIPTION
-------- ----- -----------

otherwise.

Schedule 4.1(a) Jurisdictions in Which Seller and Complete list setting forth, as of the date of the
Seller's Affiliates are Qualified Agreement, each jurisdiction in which Seller and each
to do Business Seller Affiliate are qualified to do business.

Schedule 4.1(d) Seller's Subsidiary and As of the date of this Agreement, (i) the name
Shareholder Data Sheets jurisdiction of incorporation and list of shareholders of
each subsidiary of Seller, and (ii) the name and
description of every other person, corporation,
partnership, limited liability company, joint venture, or
other business association in which Seller or any Seller
Affiliate directly or indirectly owns a material interest.

Schedule 4.1(h) Seller's and each Seller's Complete list of the location, physical description, basis
Affiliate Mortgages or Leases of occupancy, ownership and terms of any mortgages or
leases with respect to all properties used in the conduct
of the business of Seller and each Seller Affiliate.

Schedule 4.1(p) Storage Tanks on Owned or Leased Complete list of all above ground and underground storage
Property tanks, vessels and related equipment and containers that
are or have been used by Seller or any Seller Affiliate or
are located on property owned, leased or operated by
Seller or any Seller Affiliate.

Schedule 4.1(q) Employee Benefit Matters and List of all salaries, expenses, and personal benefits paid
Copies of Pension Plans, Welfare to or accrued for all directors, officers and principle
Plans, and Employment Benefit shareholders of Seller and each Seller Affiliate as of the
Plans Applicable to Seller or any date of this Agreement, attaching complete copies of each
Seller Affiliate pension plan, welfare plan and employment and benefit plan
applicable to Seller and each Seller Affiliate and related
trust agreements or annuity contracts, Internal Revenue
Service determination letters and summary plan
descriptions.

Schedule 4.1(r) Insurance Policies Identifying issuer coverage, premiums, named insureds,
deductibles, and expiration date of all policies of fire
liability and other forms of insurance that currently are
or at any time in the past five years have been maintained
in force by Seller and each Seller Affiliate.

ASSET PURCHASE AGREEMENT LIST OF SCHEDULES

SCHEDULE TITLE DESCRIPTION
-------- ----- -----------

Schedule 6.1(h) Closing Certificate of Seller, Certificate executed by the chairman and secretary of
Seller's Affiliates, and Seller, Seller's Affiliates, and a certificate of
Designated Shareholders Designated Shareholders, dated as of the Closing Date
certifying the items set forth in Section 6.1(h).

Schedule 6.1(o) Tax Clearance Certificate

Schedule 6.2(h) Closing Certificate of Buyer Certificate executed by a duly authorized officer of
Buyer, dated as of the Closing Date, certifying the items
set forth in Section 6.2(h).

Schedule 7.2(c) Secretary's Certificate The Certificate as the Secretary of Seller and Seller's
Affiliates certifying to the resolutions constituting all
necessary corporate action by the Board of Directors and
by the shareholders of Seller and Seller's Affiliates to
authorize the transactions.

Schedule 7.2(d) Books and Records All of the books, records and files of Seller and each
Seller Affiliate.

Schedule 7.2(e) Environmental Reports

Schedule 7.2(h) Escrow and Security Agreement

Schedule 7.2(i) Consents and Estoppel Letters All written consents, approvals, and estoppel letters of
all parties whose consent is necessary to assign or permit
Buyer to conduct the business and operations of Seller and
Seller's Affiliates after the Closing.

Schedule 7.2(k) Good Standing Certificates Certificates of Good Standing of Seller, and Seller's
Affiliates issued not earlier than seven days prior to the
closing date by the Secretary of State of each state in
which the Seller and Seller's Affiliates is qualified to
transact business.

Schedule 7.3(d) Secretary's Certificate The Certificate of the Secretary of Buyer certifying to
the resolutions constituting all necessary corporate
action by the Board of Directors of Buyer to authorize the
consummation of the transactions.

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EXHIBIT 10.1(L) NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE...

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