REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 11, 2020, by and among OneWater Marine Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of February 11, 2020 among ONE WATER ASSETS & OPERATIONS, LLC, SINGLETON ASSETS & OPERATIONS, LLC, LEGENDARY ASSETS & OPERATIONS, LLC, SOUTH FLORIDA ASSETS & OPERATIONS, LLC, MIDWEST ASSETS &...Credit and Guaranty Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • New York
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ONE WATER MARINE HOLDINGS, LLC DATED AS OF FEBRUARY 11, 2020Limited Liability Company Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
This Fourth Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of February 11, 2020, by and among One Water Marine Holdings, LLC, a Delaware limited liability company (the “Company”), OneWater Marine Inc., a Delaware corporation (“PubCo”), Special Situations Investing Group II, LLC, a Delaware limited liability company (“Goldman”), OWM BIP Investor, LLC, a Delaware limited liability company (“Beekman”), the other parties listed on Exhibit A hereto (together with Goldman and Beekman, collectively, the “Legacy Owners”) and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENTInventory Financing Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Illinois
This Sixth Amended and Restated Inventory Financing Agreement (as from time to time amended, restated, amended and restated, supplemented or otherwise modified, and together with any Transaction Statements, as hereinafter defined, this “Agreement”), dated as of February 11, 2020 (the “Closing Date”), is among the persons listed in the section of this Agreement entitled “List of Dealers” (each, individually, a “Dealer” and collectively, the “Dealers”), Wells Fargo Commercial Distribution Finance, LLC (in its individual capacity, “CDF”) as Agent (CDF, in such capacity as agent, is herein referred to as “Agent”) for the several financial institutions that may from time to time become party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such Lenders.
TAX RECEIVABLE AGREEMENT by and among ONEWATER MARINE INC., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENTS DATED AS OF FEBRUARY 11, 2020Tax Receivable Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 11, 2020, is hereby entered into by and among OneWater Marine Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents.
ONE WATER MARINE HOLDINGS, LLC EMPLOYMENT AGREEMENT (Austin Singleton)Employment Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into in Atlanta, Georgia between ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and PHILIP A. SINGLETON, JR. (“Executive”), as of February 11, 2020 (the “Effective Date”).
ONE WATER MARINE HOLDINGS, LLC EMPLOYMENT AGREEMENT (Jack Ezzell)Separation Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into in Atlanta, Georgia between ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and JACK EZZELL (“Executive”), as of February 11, 2020 (the “Effective Date”).
MASTER REORGANIZATION AGREEMENT by and among One Water Marine Holdings, LLC, One Water Assets & Operations, LLC, OneWater Marine Inc. and the other parties heretoMaster Reorganization Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of February 11, 2020, is entered into by and among One Water Marine Holdings, LLC, a Delaware limited liability company (“OWMH”), One Water Assets & Operations, LLC, a Delaware limited liability company (“OWAO”), OneWater Marine Inc., a Delaware corporation (“PubCo”), and the Persons set forth on the signature pages hereto (each signatory to this Agreement, a “Party” and collectively, the “Parties”).
