OneWater Marine Inc. (Form: S-1/A, Received: 10/15/2019 07:28:05)

Exhibit 1.1

OneWater Marine Inc.

Class A Common Stock, par value $0.01 per share

Underwriting Agreement

October [●], 2019

Goldman Sachs & Co. LLC

Raymond James & Associates, Inc.

As representatives of the several Underwriters

named in Schedule I hereto,

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

c/o Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, Florida 33716

Ladies and Gentlemen:

OneWater Marine Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC and Raymond James & Associates, Inc. (“Raymond James”) are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares of Class A Common Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”

As part of the offering contemplated by this Agreement, the Underwriters have agreed to reserve out of the Firm Shares purchased by them under this Agreement up to [●] shares for sale to the Company’s employees, directors, business associates and related persons (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting (Conflicts of Interest)” (the “Directed Share Program”). The Directed Share Program shall be administered by Raymond James (the “Directed Share Provider”). The Firm Shares to be sold by the Directed Share Provider pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

On the date hereof, the business of the Company is conducted through One Water Marine Holdings, LLC, a Delaware limited liability company (“OneWater LLC”), and its subsidiaries, including One Water Assets & Operations, LLC, a Delaware limited liability company (“Opco”). In connection with the offering contemplated by this Agreement, the “Reorganization” (as such term is defined in the Registration Statement and the Pricing Prospectus (each as defined below)) was or will be effected prior to the First Time of Delivery (as defined below), pursuant to which the Company will become the sole manager of OneWater LLC and OneWater LLC will own all of the outstanding equity interests of Opco. As the sole manager of OneWater LLC, the Company will operate and control all of the business and affairs of OneWater LLC and will conduct its business through OneWater LLC and its subsidiaries, including Opco.

The Company hereby confirms its engagement of Raymond James, and Raymond James hereby confirms its agreement with the Company to render services, as a “qualified independent underwriter” within the meaning of Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering and sale of the Shares. Raymond James, in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.” No compensation will be paid to the QIU for its services as QIU.

1. Each of the Company, OneWater LLC and Opco (each, a “OneWater Party” and collectively, the “OneWater Parties”), jointly and severally, represents and warrants to, and agrees with, each of the Underwriters that:

(a) A registration statement on Form S-1 (File No. 333-232639) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post‑effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act is hereinafter called a “Section 5(d) Communication”; any Section 5(d) Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter called a “Section 5(d) Writing”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

(b) (A) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and (B) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) of this Agreement);

(c) For the purposes of this Agreement, the “Applicable Time” is [●] p.m. (Eastern time) on the date of this Agreement. The Pricing Prospectus, as supplemented by the information listed on Schedule III(b) hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in Section 4(a) of this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus and each Section 5(d) Writing does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each Issuer Free Writing Prospectus and each Section 5(d) Writing, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(d) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and any amendment thereto, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement 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; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(e) None of the OneWater Parties or any of their respective subsidiaries has, since the date of the latest audited financial statements included in the Pricing Prospectus, (i) sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the OneWater Parties and their subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus or (iii) incurred any liability or obligation, direct or contingent, that is material to the OneWater Parties and their subsidiaries taken as a whole, in each case, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been (x) any change in the capital stock (other than as a result of (i) the exercise, if any, of stock options or the award, if any, of stock options or restricted stock in the ordinary course of business pursuant to each of the OneWater Party’s equity plans that are described in the Pricing Prospectus and the Prospectus or (ii) the issuance, if any, of stock upon conversion of securities of the OneWater Parties as described in the Pricing Prospectus and the Prospectus) or long‑term debt of any of the OneWater Parties or any of their subsidiaries or (y) any Material Adverse Effect (as defined below); as used in this Agreement, “Material Adverse Effect” shall mean any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the business, properties, general affairs, management, financial position, stockholders’ equity or results of operations of the OneWater Parties and their subsidiaries, taken as a whole, except, in each case as set forth or contemplated in the Pricing Prospectus, or (ii) the ability of the OneWater Parties to perform their respective obligations under this Agreement, OneWater LLC’s fourth amended and restated limited liability company agreement, which will become effective on or prior to the First Time of Delivery (as so amended and restated, the “OneWater LLC Agreement”), Opco’s second amended and restated limited liability company agreement, which will become effective on or prior to the First Time of Delivery (as so amended and restated, the “Opco LLC Agreement”), the tax receivable agreement (the “Tax Receivable Agreement”) between the Company, OneWater LLC and certain holders of LLC Units of OneWater LLC (the “LLC Units”), the registration rights agreement (the “Registration Rights Agreement”) between the Company, OneWater LLC and certain stockholders of the Company party thereto and the master reorganization agreement between the Company, OneWater LLC and the other parties thereto (the “Master Reorganization Agreement” and, together with this Agreement, the OneWater LLC Agreement, the Opco LLC Agreement, the Tax Receivable Agreement and the Registration Rights Agreement, the “Transaction Documents”), including the issuance and sale of the Shares, or to consummate the Reorganization or the transactions contemplated in the Pricing Prospectus and the Prospectus;

(f) The OneWater Parties and their subsidiaries have good and marketable title to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the OneWater Parties and their subsidiaries; and any real property and buildings held under lease by the OneWater Parties and their subsidiaries are held by them under valid, subsisting and enforceable leases, and none of the OneWater Parties or their subsidiaries have notice of any claim affecting or questioning the rights of any of the OneWater Parties or any of their subsidiaries to the continued possession of the property or buildings held under any lease, in each case with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings, taken as a whole, by the OneWater Parties and their subsidiaries;

(g) Each of the OneWater Parties and their subsidiaries has been (i) duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization, with power and authority (corporate, limited liability company and other, as applicable) to own its respective properties and conduct its respective businesses as described in the Pricing Prospectus, and (ii) duly qualified as a foreign corporation or limited liability company, as applicable, for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect, and each subsidiary of the OneWater Parties has been listed in the Registration Statement;

(h) The Company has an authorized capitalization as set forth in the Pricing Prospectus and, after giving effect to the Reorganization and the issuance of the Firm Shares and the use of the net proceeds therefrom as described in the Pricing Prospectus, the Company would have an authorized capitalization as set forth under the pro forma column of the capitalization table in the section entitled “Capitalization”; following the filing of the Company’s amendment to its certificate of incorporation with the State of Delaware on or prior to the First Time of Delivery, all of the issued shares of capital stock of the Company (including the Shares) will have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued, fully paid and non-assessable and will conform to the descriptions thereof contained in the Pricing Prospectus and the Prospectus; upon the effectiveness of the OneWater LLC Agreement, and after giving effect to the Reorganization, all of the issued equity interests of OneWater LLC and each of its subsidiaries will have been duly and validly authorized and issued, are fully paid and non-assessable and except as otherwise set forth in the Pricing Prospectus, all of the issued equity interests of each subsidiary of OneWater LLC are owned, directly or indirectly by OneWater LLC free and clear of all liens, encumbrances, equities or claims, except for such liens or encumbrances described in the Pricing Prospectus and the Prospectus; and except as described in the Pricing Prospectus, there are no outstanding instruments convertible into or exchangeable for, or warrants, rights or options to purchase from the OneWater Parties, or obligations of the OneWater Parties to issue, any shares of capital stock or other equity interests of the OneWater Parties or any of their subsidiaries;

(i) The issuance and sale of the Shares is not subject to any preemptive or similar rights;

(j) The issue and sale of the Shares, the compliance by the OneWater Parties with this Agreement and the consummation of the transactions contemplated in this Agreement, each of the Transaction Documents, the Reorganization and the Pricing Prospectus will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, as applicable, (A) any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any OneWater Party or any of its subsidiaries is a party or by which any OneWater Party or any of its subsidiaries is bound or to which any of the property or assets of any OneWater Party or any of its subsidiaries is subject, (B) the certificate of incorporation or by-laws (or other applicable organizational document) of any OneWater Party or any of its subsidiaries or (C) any statute or law or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over any OneWater Party or any of its subsidiaries or any of their properties, except, in the case of clauses (A) and (C), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares, the compliance by the OneWater Parties with this Agreement or the consummation of the transactions contemplated in this Agreement, each of the Transaction Documents, the Reorganization or the Pricing Prospectus, except (A) registration under the Act, the approval by FINRA of the underwriting terms and arrangements and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and (B) the filing of (i) the Certificate of Merger of [OneWater Merger Sub], a Delaware corporation, with and into OWM TBG Corporation, a Delaware corporation (“OWM TBG”), (ii) the Certificate of Merger of OWM TBG with and into the Company, and (iii) any other comparable filings required under applicable state law in connection with the Reorganization which filings provided for in this clause (B) shall be made at or prior to the First Time of Delivery (as defined in Section 4 hereof);

(k) None of the OneWater Parties or any of their subsidiaries is (i) in violation of its respective certificate of incorporation or by-laws (or other applicable organizational document), (ii) in violation of any statute or law or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over any of the OneWater Parties or any of their subsidiaries or any of their properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties or assets may be bound, except, in the case of the foregoing clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect;

(l) The statements set forth in the Pricing Prospectus and Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Class A Common Stock, and under the caption “Material U.S. Federal Tax Considerations for Non-U.S. Holders”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;

(m) Other than as set forth in the Pricing Prospectus, there are no legal, governmental or regulatory proceedings pending to which the OneWater Parties or any of their subsidiaries or, to the OneWater Parties’ knowledge, any officer or director of any of the OneWater Parties, is a party or of which any property of any of the OneWater Parties or any of their subsidiaries or, to the OneWater Parties’ knowledge, any officer or director of the any of the OneWater Parties, is the subject which, if determined adversely to any of the OneWater Parties or any of their subsidiaries (or such officer or director), would, individually or in the aggregate, have a Material Adverse Effect; and, to the OneWater Parties’ knowledge, no such proceedings are threatened or contemplated by governmental authorities, regulatory organizations or others;

(n) None of the OneWater Parties is and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof, none will be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(o) At the time of filing the Initial Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined under Rule 405 under the Act;

(p) Grant Thornton LLP, who has certified the financial statements of the Company, OneWater LLC and their respective subsidiaries, is an independent public accountant as required by the Act and the rules and regulations of the Commission thereunder and the Public Company Accounting Oversight Board;

(q) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that (i) complies with the requirements of the Exchange Act, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and (iii) is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and except as disclosed in the Pricing Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting (whether or not remediated);

(r) Except as disclosed in the Pricing Prospectus, since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(s) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company, OneWater LLC and their respective subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and except as described in the Pricing Disclosure and Prospectus, such disclosure controls and procedures are effective to perform the functions for which they were established;

(t) This Agreement has been duly authorized, executed and delivered by each of the OneWater Parties; each of the other Transaction Documents to which any of the OneWater Parties is a party has been duly authorized by each such OneWater Party and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute a valid and legally binding obligation of each such OneWater Party enforceable against it in accordance with its terms, except, in the case of each Transaction Document, as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability; and each such Transaction Document conforms in all material respects to the description thereof contained in the Pricing Prospectus;

(u) None of the OneWater Parties or any of their subsidiaries or any of their respective directors or officers, or, to the knowledge of the OneWater Parties, any of their agents, employees, affiliates or other persons acting on behalf of any of the OneWater Parties or any of their subsidiaries have, directly or indirectly, (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity (or taken any act in furtherance thereof); (ii) made, offered, promised or authorized any direct or indirect unlawful payment to any foreign or domestic government official or government employee or any other person (or taken any act in furtherance thereof); or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law. The OneWater Parties and their subsidiaries, and, to the knowledge of the OneWater Parties, any affiliates of the OneWater Parties or any of their subsidiaries have conducted their businesses in compliance with applicable anti-bribery and anti-corruption laws and have instituted and maintain policies and procedures relating to the use of corporate funds and record keeping relating thereto. None of the OneWater Parties or any of their subsidiaries has received any communication from any governmental agency or body alleging that any of the OneWater Parties or any of their subsidiaries or any of their respective directors, officers, agents, employees, affiliates or other persons acting on behalf of any of the OneWater Parties or any of their subsidiaries is or may be in violation of, or has, or may have, any unresolved liability under, any applicable anti-bribery and anti-corruption laws;

(v) The operations of each of the OneWater Parties and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements of the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of all jurisdictions in which the OneWater Parties and their subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over any of the OneWater Parties or any of their subsidiaries (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the OneWater Parties or any of their subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the OneWater Parties, threatened;

(w) None of the OneWater Parties or any of their subsidiaries or, to the knowledge of the OneWater Parties, any director, officer, agent, employee, affiliate or other person acting on behalf of any OneWater Party or any of their subsidiaries is, or is owned or controlled by one or more individuals or entities that is, (i) currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, Her Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”) or (ii) located, organized or resident in a country or territory that is the subject or target of Sanctions (“Sanctioned Country”); the OneWater Parties will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; and for the past five years, the OneWater Parties and their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or in or with any Sanctioned Country;

(x) The financial statements of OneWater LLC and its subsidiaries included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of OneWater LLC and its subsidiaries at the dates indicated and the statement of operations, stockholders’ and members’ equity and cash flows of OneWater LLC and its subsidiaries for the periods specified; the balance sheet of the Company included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related notes, present fairly in all material respects the financial position of the Company at the date indicated; said financial statements of the OneWater Parties have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder. The pro forma financial statements and the related notes thereto included under the caption “Unaudited Pro Forma Consolidated Financial Information” present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the assumptions used in the preparation thereof are believed by the OneWater Parties to be reasonable and the adjustments used therein are believed by the OneWater Parties to be appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable;

(y) Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is sponsored, maintained or contributed to by the OneWater Parties (each, a “Plan”), (i) no failure to satisfy the minimum funding standards of Sections 302 and 303 of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), or other event of the kind described in Section 4043(c) of ERISA (other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred; (ii) to the extent required by applicable law to be funded, the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (iii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administrative exemption and (iv) each Plan is in compliance with applicable law, including, without limitation, ERISA and the Code. Except as would not have a Material Adverse Effect, none of the OneWater Parties or, to the knowledge of the OneWater Parties, any trade or business, whether or not incorporated, that, together with the OneWater Parties, would be deemed to be a “single employer” within the meaning of Section 4001(b) of ERISA or Section 414 of the Code (an “ERISA Affiliate”) have incurred or reasonably expect to incur any liability with respect to any Plan under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default). Except as would not have a Material Adverse Effect, none of the OneWater Parties or any of their subsidiaries have any liability in respect of any post-employment health, medical or life insurance benefits for former, current or future employees of any of the OneWater Parties or any of their subsidiaries, except as required to avoid excise tax under Section 4980B of the Code or any similar law. None of the OneWater Parties, any of their subsidiaries or, except as would not reasonably be expected to have a Material Adverse Effect to any of the OneWater Parties or any of their subsidiaries, any of its ERISA Affiliates, sponsors, contribute to or have any obligation to contribute to any “multiemployer pension plan” (as defined in Section 3(37) of ERISA). Except as would not have a Material Adverse Effect, each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service upon which it can rely and, to the knowledge of the OneWater Parties, nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification. To the knowledge of the OneWater Parties, there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect to any of the OneWater Parties or their subsidiaries;

(z) The OneWater Parties and their subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof, except for any taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP, or where the failure to pay or file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as otherwise disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, there is no tax deficiency that has been asserted in writing against any of the OneWater Parties or any of their subsidiaries or any of their respective properties or assets, except for such deficiencies as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(aa) From the time of initial confidential submission of a registration statement relating to the Shares with the Commission (or, if earlier, the first date on which a Section 5(d) Communication was made) through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”);

(bb) The OneWater Parties and their subsidiaries possess all licenses, certificates, permits and other authorizations (collectively, the “Government Licenses”) issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the Pricing Prospectus and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the OneWater Parties and their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the OneWater Parties or any of their subsidiaries have received notice of any revocation or modification (or proceedings related thereto) of any Governmental License or have any reason to believe that any Governmental License will not be renewed in the ordinary course, in each case, except where such revocation, modification, or non-renewal would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(cc) The OneWater Parties and their subsidiaries own or possess rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information) and other intellectual property rights (collectively, “Intellectual Property”) used in and necessary for the conduct of their respective businesses as currently conducted and as currently proposed to be conducted. The OneWater Parties and their subsidiaries have not received any written notice of any claim of infringement, misappropriation or violation of any Intellectual Property of any third party or written notice of any facts or circumstances that the OneWater Parties or their subsidiaries know or reasonably believe would render any Intellectual Property owned by the OneWater Parties invalid, in each case, except as would not reasonably be expected to have a Material Adverse Effect;

(dd) The OneWater Parties and their subsidiaries carry or are entitled to the benefits of insurance in amounts and insures against such losses and risks as are customary for businesses such as those of the OneWater Parties’ and their subsidiaries’; and none of the OneWater Parties or any of their subsidiaries have (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business;

(ee) (i) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or as described in the Registration Statement, the Pricing Prospectus or the Prospectus: (A) the OneWater Parties and their subsidiaries and their respective operations and facilities are and have been in compliance with Environmental Laws (as defined below), which compliance includes, without limitation, having timely applied for and received and being in compliance with all permits, licenses, approvals or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices required under Environmental Laws (as defined below) for the (1) ownership and operation of the business as currently conducted (and having timely and properly applied for those required for the operation of the business as currently proposed to be conducted), and (2) properties and facilities of any of the OneWater Parties or any of their subsidiaries; (B) none of the OneWater Parties or any of their subsidiaries have received any written, or to the knowledge of the OneWater Parties, any other notice, whether from a governmental authority, citizens group, employee or other person, that alleges that any OneWater Parties or any of their subsidiaries are in violation of, or have actual or potential liability (including, without limitation, any liability or obligation for any investigatory or remedial action in response to the presence or Release (as defined below) of Materials of Environmental Concern (as defined below) or any liability or obligation for a lien, charge, encumbrance or restriction that has been recorded) under, any Environmental Law (as defined below) arising out of any of their respective operations and, to the knowledge of the OneWater Parties, there is no action, activity, circumstance, event, condition or occurrence (including without limitation, the Release (as defined below) or threatened Release (as defined below) of Materials of Environmental Concern (as defined below)) with respect to any of their respective operations, properties and facilities that would reasonably be expected to result in the receipt of such notice or in a violation of or liability under any Environmental Law (as defined below) on the part of the OneWater Parties or any of their subsidiaries; (C) there is no claim, action or cause of action filed with a governmental authority (including, without limitation, a court) based on or pursuant to any Environmental Law (as defined below) pending or, to the knowledge of the OneWater Parties, threatened, against any of the OneWater Parties or any of their subsidiaries; (D) none of the OneWater Parties or any of their subsidiaries are conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law (as defined below) at any site or facility, nor is any of them subject or a party to any order, judgment or decree issued by a governmental authority, which imposes any obligation or liability under any Environmental Law (as defined below); and (E) no lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law (as defined below) with respect to any assets, facility or property owned, operated or leased by the OneWater Parties;

(ii) Except as described in the Registration Statement, the Pricing Prospectus or the Prospectus, (A) there are no proceedings that are pending, or that are known to be contemplated, against any of the OneWater Parties or any of their subsidiaries under any Environmental Laws (as defined below) in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed; and (B) to the knowledge of the OneWater Parties, there are no any facts or issues (including anticipated capital expenditures) regarding the OneWater Parties’ or any of their subsidiaries’ compliance with Environmental Laws (as defined below), or incurrence of liabilities or other obligations under Environmental Laws (as defined below), including the Release (as defined below) or threat of Release (as defined below) of Materials of Environmental Concern (as defined below), that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the OneWater Parties or any of their subsidiaries;

For purposes of this Agreement, “Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and wetlands, flora and fauna. “Environmental Laws” means, to the extent applicable to any of the OneWater Parties or any of their subsidiaries or any of their respective operations and facilities, all federal, state, local and foreign laws (including fundamental principles of common law), regulations, ordinances, codes, orders, decrees, judgments, injunctions, decisions, or other legally enforceable requirements relating to pollution or protection of the Environment or human health or safety (to the extent such health or safety relate to exposure to Materials of Environmental Concern), including without limitation, those relating to (i) the Release (as defined below) of Materials of Environmental Concern (as defined below); and (ii) the manufacture, processing, distribution, use, generation, treatment, storage, transport, handling or recycling of Materials of Environmental Concern (as defined below). “Materials of Environmental Concern” means any substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, including, without limitation, petroleum and its byproducts, polychlorinated byphenyls, per- and polyfluoroalkyl substances, and asbestos-containing materials, regulated or which can give rise to liability or obligations under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, migrating, injection or leaching into the Environment or in, into or from any building or structure;

(ff) The OneWater Parties and their subsidiaries have operated their respective businesses in a manner compliant in all material respects with all privacy, data security and data protection laws and regulations and all contractual data privacy, security and protection obligations applicable to the OneWater Parties’ and their subsidiaries’ collection, transmission, transfer, handling, usage, disclosure, storage, and/or disposal of all personally identifiable data of their respective customers, employees and other third parties (“Personal Data”). The OneWater Parties’ and their subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware and databases (collectively, “IT Systems”) are reasonably adequate in all material respects for the operation of the business of the OneWater Parties and their subsidiaries as currently conducted, and are free and clear, to the knowledge of the OneWater Parties and their subsidiaries, of all material bugs, viruses, errors, defects, Trojan horses, time bombs, malware and other corruptants. The OneWater Parties and their subsidiaries have implemented and maintain commercially reasonable controls, policies, procedures, and safeguards reasonably designed to maintain and protect material confidential information owned by the OneWater Parties and their subsidiaries. The OneWater Parties and their subsidiaries have implemented and maintain commercially reasonable back-up and disaster recovery procedures for the back-up and recovery of IT Systems and Personal Data, and have taken commercially reasonable steps consistent with industry standard practices to ensure that third parties to which they provide any Personal Data maintain the privacy and security of such Personal Data. The OneWater Parties and their subsidiaries have taken commercially reasonable measures to protect the confidentiality and secrecy of any material trade secrets or Personal Data owned, retained, possessed or controlled by the OneWater Parties and their subsidiaries. The OneWater Parties and their subsidiaries have not experienced any security incident or breach that has compromised the privacy and/or security of any Personal Data or IT System, except as would not reasonably be expected to have a Material Adverse Effect;

(gg) No labor disturbance by or dispute with employees of the OneWater Parties or any of their subsidiaries exists or, to the knowledge of the OneWater Parties, is contemplated or threatened, the OneWater Parties are not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, and none of the OneWater Parties or their subsidiaries has violated any federal, state or local law or foreign law relating to discrimination in hiring, promotion or pay of employees or any applicable wage or hour laws, in each case, except as would not reasonably be expected to have a Material Adverse Effect;

(hh) Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, no person has the right to require any of the OneWater Parties or any of their subsidiaries to register any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares;

(ii) No relationship, direct or indirect, exists between or among the OneWater Parties or any of their subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of any of the OneWater Parties or any of their subsidiaries, on the other, that is required by the Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Prospectus;

(jj) No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in the Registration Statement, the Pricing Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith;

(kk) Nothing has come to the attention of any of the OneWater Parties that has caused any of the OneWater Parties to believe that the statistical and market-related data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects and, to the extent required, the Company has obtained the written consent to the use of such data from such sources;

(ll) There are no contracts or other documents which are required to be described in the Registration Statement or the Pricing Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required;

(mm) None of the OneWater Parties or any of their affiliates have taken, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;

(nn) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the Registration Statement, the Pricing Prospectus and the Prospectus will not violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors;

(oo) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), applicable as of the effective date of the Registration Statement, including Section 402 related to loans and Sections 302 and 906 related to certifications;

(pp) There are no debt securities or preferred stock issued, or guaranteed by, any of the OneWater Parties or any of their subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act;

(qq) None of the OneWater Parties or any of their subsidiaries are parties to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the OneWater Parties or any of their subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares; and

(rr) (i) The Registration Statement, the Pricing Disclosure Package and the Prospectus, any Preliminary Prospectus and any Issuer Free Writing Prospectuses comply, and any further amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Pricing Disclosure Package, the Prospectus, any Preliminary Prospectus and any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program, and that (ii) no authorization, approval, consent, license, order, registration or qualification of or with any government, governmental instrumentality or court, other than such as have been obtained, is necessary under the securities laws and regulations of any jurisdiction where the Directed Shares are being offered. The OneWater Parties have not offered, or caused the Underwriters to offer, Shares to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the OneWater Parties or their subsidiaries to alter such customer’s or supplier’s level or type of business with the OneWater Parties, or (ii) a trade journalist or publication to write or publish favorable information about the OneWater Parties or its products.

2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $[●], the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 (provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares), that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase at their election up to [●] Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares of Class A Common Stock in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Pricing Prospectus and the Prospectus.

4. (a) The Shares to be purchased by each Underwriter hereunder, in book-entry form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on [●], 2019 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by the Representatives in each written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof, will be delivered at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, NY 10004 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at [●] p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

5. Each of the OneWater Parties agrees, jointly and severally, with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation (where not otherwise required) or to file a general consent to service of process in any jurisdiction (where not otherwise required);

(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement (or such other time as may be agreed to by the Representatives and the Company) and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to promptly notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as practicable (which may be satisfied by filing such information with the Commission’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”)), but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the OneWater Parties and their subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e)(1) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Class A Common Stock, Class B Common Stock, par value $[●] per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) or any securities that are convertible into or exchangeable for, or that represent the right to receive, shares of any series of Common Stock (including, without limitation, LLC Units) or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition, filing or submission or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of any series of Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise (other than (A) the Shares to be sold hereunder, (B) securities issued, transferred, redeemed or exchanged in connection with the Reorganization, (C) shares of any series of Common Stock issued pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (including for the avoidance of doubt, Class A Common Stock issuable in exchange for LLC Units or Class B Common Stock)) or (D) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company’s equity incentive plans that are described in the Pricing Prospectus, without the prior written consent of the Representatives;

(e)(2) If the Representatives in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(h) hereof for an officer or director of any of the OneWater Parties and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto, through a major news service at least two business days before the effective date of the release or waiver;

(f) So long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act, to furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided, however, that the Company may satisfy the requirements of this subsection by filing such information on EDGAR;

(g) During a period of five years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission); provided, however, that the Company may satisfy the requirements of this subjection by filing such information on EDGAR;

(h) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(i) To use its best efforts to list, subject to notice of issuance, the Shares on the Nasdaq Stock Market (the “Exchange”);

(j) To not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares;

(k) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

(l) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures (16 CFR 202.3a);

(m) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the OneWater Parties’ trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred;

(n) To promptly notify you if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Act and (ii) the last Time of Delivery; and

(o) To comply with all applicable securities and other laws, rules and regulations, including the rules of FINRA, in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

6. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule III(a) or Schedule III(b) hereto;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show;

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Section 5(d) Writing any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Section 5(d) Writing would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Section 5(d) Writing or other document which will correct such conflict, statement or omission;

(d) Each of the OneWater Parties represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Section 5(d) Communications, other than Section 5(d) Communications with the prior consent of the Representatives with entities that are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a) under the Act; and (ii) it has not distributed, or authorized any other person to distribute, any Section 5(d) Writings, other than those distributed with the prior consent of the Representatives that are listed on Schedule III(c) hereto; and the Company reconfirms that the Underwriters have been authorized to act on its behalf in engaging in Section 5(d) Communications; and

(e) Each Underwriter represents and agrees that any Section 5(d) Communications undertaken by it were with entities that are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a) under the Act.

7. Each of the OneWater Parties covenants and agrees with one another and with the several Underwriters that the OneWater Parties will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the OneWater Parties’ counsel and the OneWater Parties’ accountants in connection with the registration of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Section 5(d) Writing, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Memorandum; (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Shares; (vi) the cost of preparing stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged with the prior approval of the Company in connection with the road show presentations, travel and lodging expenses of the representatives (which, for the avoidance of doubt, does not include the Underwriters for purposes of this Section 7) and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show; (ix) all of the fees and disbursements of counsel, including non-U.S. counsel, if any, incurred by the Underwriters in connection with the Directed Share Program and any duties, stamp, transfer or similar taxes, if any, incurred by the Underwriters in connection with the Directed Share Program, as well as the fees and disbursements incurred by the Directed Share Provider in accordance with the description of the Directed Share Program in the Prospectus, provided that the fees and disbursements of counsel for the Underwriters described in clauses (iii), (v) and (ix) shall not exceed $55,000 in the aggregate; (x) any duties, stamp, transfer or similar taxes, if any, incurred by the Underwriters in connection with the sale, issuance or delivery of the Shares to the Underwriters; and (xi) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, duties, stamp, stock transfer or similar taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make, all travel and lodging expenses of the Underwriters and their representatives and 50% of the cost of any aircraft chartered in connection with the road show.

8. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the OneWater Parties herein are, at and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the OneWater Parties shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Pricing Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Underwriters, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance satisfactory to you and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Vinson & Elkins LLP, counsel for the OneWater Parties, shall have furnished to you their written opinion and negative assurance letter, dated such Time of Delivery, in form and substance satisfactory to you, to the effect set forth in Exhibit A hereto;

(d) On the date of the Prospectus at a time prior to or contemporaneously with the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post‑effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Grant Thornton LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you;

(e) (i) None of the OneWater Parties or any of their respective subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capital stock or long‑term debt of any of the OneWater Parties or any of their subsidiaries, except as set forth or contemplated in the Pricing Prospectus, or any change or effect, or any development involving a prospective change or effect, in or affecting (x) the business, properties, general affairs, management, financial position, stockholders’ equity or results of operations of the OneWater Parties and their subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus and the Prospectus, or (y) the ability of the OneWater Parties to perform their respective obligations under this Agreement and the Transaction Documents, including the issuance and sale of the Shares, or to consummate the Reorganization or the transactions contemplated in the Pricing Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;

(f) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or on the Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;

(g) (i) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the Exchange and (ii) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby;

(h) The OneWater Parties shall have obtained and delivered to the Underwriters executed copies of an agreement from the persons listed on Schedule II hereto, substantially to the effect set forth in Exhibit C hereto (the “Lock-Up Agreement”) in form and substance satisfactory to you;

(i) Prior to or substantially concurrent with the First Time of Delivery, the Reorganization shall have been consummated in a manner substantially consistent with the description thereof in the Registration Statement, Pricing Prospectus and the Prospectus;

(j) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;

(k) The OneWater Parties shall have furnished or caused to be furnished to you at such Time of Delivery certificates of the chief financial officer and one additional executive officer of each OneWater Party satisfactory to you as to the accuracy of the respective representations and warranties of the OneWater Parties herein at and as of such Time of Delivery, as to the performance by the OneWater Parties of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (e) of this Section, as to such other matters as you may reasonably request and confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus;

(l) On the date of the Prospectus at a time prior to or contemporaneously with the execution of this Agreement and also at each Time of Delivery, the chief financial officer of each OneWater Party shall have furnished to you a certificate as to the accuracy of certain data contained in the Pricing Prospectus and the Prospectus, dated the respective dates of delivery thereof, in a form and substance satisfactory to you; and

(m) On or prior to each Time of Delivery, each OneWater Party shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

9. (a) Each of the OneWater Parties, jointly and severally, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”), or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Section 5(d) Writing, or the omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the OneWater Parties shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Section 5(d) Writing, in reliance upon and in conformity with the Underwriter Information.

(b) Each Underwriter will, severally and not jointly, indemnify and hold harmless each OneWater Party against any losses, claims, damages or liabilities to which such OneWater Party may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Section 5(d) Writing, or the omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Section 5(d) Writing, in reliance upon and in conformity with the Underwriter Information; and will reimburse each OneWater Party for any legal or other expenses reasonably incurred by such OneWater Party in connection with investigating or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the first three sentences of the fifth paragraph concerning the terms of the offering by the Underwriters under the caption “Underwriting (Conflicts of Interest)” and the information contained in the ninth, tenth and eleventh paragraphs concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters under the caption “Underwriting (Conflicts of Interest)”.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to Section 9(k) hereof in respect of such action or proceeding, then in addition to such separate firm of attorneys for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm of attorneys (in addition to any local counsel) for Raymond James in its capacity as QIU and all persons, if any, who control Raymond James within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, if, in the reasonable opinion of counsel, there is a conflict of interest between Raymond James and the other indemnified parties.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the OneWater Parties on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the OneWater Parties on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the OneWater Parties on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the OneWater Parties bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. Benefits received by the QIU shall be deemed to be equal to the compensation received by the QIU for acting in such capacity. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the OneWater Parties on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The OneWater Parties and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), (i) no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (ii) the QIU, in its capacity as such, shall not be responsible for any amount in excess of the compensation received by the QIU for acting in such capacity. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) Each of the OneWater Parties, jointly and severally, will indemnify and hold harmless the Underwriters (each a “Directed Share Underwriter Entity”) against any losses, claims, damages and liabilities (or actions in respect thereof) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the OneWater Parties for distribution to Participants in connection with the Directed Share Program or caused by any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith, willful misconduct or gross negligence of the Directed Share Underwriter Entities.

(f) Promptly after receipt by a Directed Share Underwriter Entity under subsection (e) of this Section 9 of notice of the commencement of any action, such Directed Share Underwriter Entity shall, if a claim in respect thereof is to be made against any OneWater Party, notify such OneWater Party in writing of the commencement thereof; provided that the failure to notify such OneWater Party shall not relieve it from any liability that it may have under subsection (e) of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify such OneWater Partyshall not relieve it from any liability that it may have to a Directed Share Underwriter Entity otherwise than under the preceding paragraphs of this Section 9. In case any such action shall be brought against any Directed Share Underwriter Entity and it shall notify any OneWater Party providing indemnification of the commencement thereof, such OneWater Party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other OneWater Party similarly notified, to assume the defense thereof, with counsel satisfactory to such Directed Share Underwriter Entity (who shall not, except with the consent of such Directed Share Underwriter Entity, be counsel to theOneWater Party providing indemnification), and, after notice from such OneWater Party to such Directed Share Underwriter Entity of its election so to assume the defense thereof, such OneWater Partyshall not be liable to such Directed Share Underwriter Entity under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Directed Share Underwriter Entity, in connection with the defense thereof other than reasonable costs of investigation. No OneWater Party providing indemnification shall, without the written consent of such Directed Share Underwriter Entity, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of such Directed Share Underwriter Entity from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Directed Share Underwriter Entity.

(g) If the indemnification provided for in paragraph (e) above is unavailable to a Directed Share Underwriter Entity or insufficient in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then the OneWater Parties, in lieu of indemnifying the Directed Share Underwriter Entity thereunder, shall contribute to the amount paid or payable by the Directed Share Underwriter Entity as a result of such losses, claims, damages or liabilities (or actions in respect thereof) (1) in such proportion as is appropriate to reflect the relative benefits received by the OneWater Parties on the one hand and the Directed Share Underwriter Entities on the other hand from the offering of the Reserved Shares or (2) if the allocation provided by clause 9(g)(1) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(g)(1) above but also the relative fault of the OneWater Parties on the one hand and of the Directed Share Underwriter Entities on the other hand in connection with any statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the OneWater Parties on the one hand and the Directed Share Underwriter Entities on the other hand in connection with the offering of the Directed Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Directed Shares (before deducting expenses) and the total underwriting discounts and commissions received by the Directed Share Underwriter Entities for the Directed Shares, bear to the aggregate public offering price of the Directed Shares. If the loss, claim, damage or liability is caused by an untrue or alleged untrue statement of material fact or the omission or alleged omission to state a material fact, the relative fault of the OneWater Parties on the one hand and the Directed Share Underwriter Entities on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the OneWater Parties or by the Directed Share Underwriter Entities and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(h) The OneWater Parties and the Directed Share Underwriter Entities agree that it would be not just or equitable if contribution pursuant to paragraph (g) above were determined by pro rata allocation (even if the Directed Share Underwriter Entities were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (g) above. The amount paid or payable by the Directed Share Underwriter Entities as a result of the losses, claims, damages and liabilities (or actions in respect thereof) referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by the Directed Share Underwriter Entities in connection with investigating or defending such any action or claim. Notwithstanding the provisions of paragraph (g) above, no Directed Share Underwriter Entity shall be required to contribute any amount in excess of the amount by which the total price at which the Directed Shares distributed to the public were offered to the public exceeds the amount of any damages that such Directed Share Underwriter Entity has otherwise been required to pay. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in paragraphs (e) through (h) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(i) The indemnity and contribution provisions contained in paragraphs (e) through (h) shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Directed Share Underwriter Entity or the OneWater Parties and (iii) acceptance of and payment for any of the Directed Shares.

(j) The obligations of the OneWater Parties under this Section 9 shall be in addition to any liability which the OneWater Parties may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the OneWater Parties (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the Act.

(k) Without limitation of and in addition to its obligations under the other paragraphs of this Section 9, each OneWater Party agrees to indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person who controls the QIU (within the meaning of either the Act or the Exchange Act) in connection with the offering of the Shares, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121) in connection with the offering of the Shares contemplated by this Agreement, and agrees to reimburse each such indemnified party, as incurred for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that none of the OneWater Parties will be liable in any such case to the extent that any such loss, claim, damage or liability results from the gross negligence or willful misconduct of the QIU.

10. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty‑six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty‑six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one‑eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non‑defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non‑defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one‑eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non‑defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the OneWater Parties, except for the expenses to be borne by the OneWater Parties and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the OneWater Parties and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the OneWater Parties, or any officer or director or controlling person of the OneWater Parties, and shall survive delivery of and payment for the Shares.

12. If this Agreement shall be terminated pursuant to Section 10 hereof, the OneWater Parties shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the OneWater Parties, jointly and severally, will reimburse the Underwriters through you for all out‑of‑pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the OneWater Parties shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by Goldman Sachs & Co. LLC and Raymond James & Associates, Inc. on behalf of you as the representatives.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department and Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716, Attention: ECM General Counsel; and, if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Jack Ezzell, Chief Financial Officer; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request; provided, however, that notices under subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives at Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Control Room and Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716, Attention: [●]. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the OneWater Parties, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the OneWater Parties and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the OneWater Parties and each person who controls the OneWater Parties or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

16. Each OneWater Party acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the OneWater Parties, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the OneWater Parties, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of any of the OneWater Parties with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any of the OneWater Parties on other matters) or any other obligation to any of the OneWater Parties except the obligations expressly set forth in this Agreement and (iv) each of the OneWater Parties has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the OneWater Parties agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any of the OneWater Parties, in connection with such transaction or the process leading thereto.

17. This Agreement supersedes all prior agreements and understandings (whether written or oral) between or among the OneWater Parties and the Underwriters, or any of them, with respect to the subject matter hereof.

18. This Agreement and any transaction contemplated by this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would result in the application of any other law than the laws of the State of New York. The Company agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts.

19. Each of the OneWater Parties and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

20. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

21. Notwithstanding anything herein to the contrary, the OneWater Parties are authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the OneWater Parties relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

22. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Remainder of Page Intentionally Left Blank]

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company, OneWater LLC and Opco. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of agreement among Underwriters, the form of which shall be submitted to the Company, OneWater LLC and Opco for examination upon request, but without warranty on your part as to the authority of the signers thereof.

	Very truly yours,

	OneWater Marine Inc.

	By:
		Name:
		Title:


	One Water Marine Holdings, LLC

	By:
		Name:
		Title:


	One Water Assets & Operations, LLC

	By:
		Name:
		Title:

Accepted as of the date hereof:


Goldman Sachs & Co. LLC

By:
	Name:
	Title:


Raymond James & Associates, Inc.

By:
	Name:
	Title:

On behalf of each of the Underwriters named in Schedule I to this Agreement

SCHEDULE I

		Number of Optional Shares to be Purchased if Maximum Option Exercised

	Total Number of Firm Shares to be Purchased

Underwriter
Goldman Sachs & Co. LLC
Raymond James & Associates, Inc.
[●]












Total

SCHEDULE II

Parties to Lock-Up Agreements

SCHEDULE III

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:

Electronic roadshow dated [●], 2019

(b) Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package:

The initial public offering price per share for the Shares is $[●].

The number of Firm Shares purchased by the Underwriters is [●].

The number of Optional Shares to be sold by the Company at the option of the Underwriters is up to [●].

[Issuer Free Writing Prospectuses: [●].]

Testing-the-Waters presentation, dated March 2019.

Exhibit A

Form of Vinson & Elkins LLP Opinion

Exhibit B

Form of Press Release

OneWater Marine Inc.

[Date]

OneWater Marine Inc. (the “Company”) announced today that Goldman Sachs & Co. LLC and Raymond James & Associates, Inc., the lead book-running managers in the Company’s recent public sale of shares of the Company’s Class A Common Stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s Class A Common Stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Exhibit C

Form of Lock-Up Agreement

OneWater Marine Inc.

Lock-Up Agreement

October [●], 2019

Goldman Sachs & Co. LLC

Raymond James & Associates, Inc.

As representatives of the several Underwriters

named in Schedule I of the Underwriting Agreement,

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

c/o Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, Florida 33716

Re: OneWater Marine Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that Goldman Sachs & Co. LLC and Raymond James & Associates, Inc., as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with OneWater Marine Inc., a Delaware corporation (the “Company”), One Water Marine Holdings, LLC, a Delaware limited liability company (“OWM LLC”), and One Water Assets & Operations, LLC, a Delaware limited liability company (“OWAO”), providing for a public offering (the “Offering”) of shares (the “Shares”) of Class A common stock of the Company, par value $0.01 per share (the “Class A Common Stock”) pursuant to a registration statement on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this agreement (the “Lock-Up Agreement”) and continuing to and including the date 180 days after the date set forth on the final prospectus used to sell the Shares (the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Class A Common Stock or Class B common stock of the Company, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, including, without limitation, any limited liability company interests in OWM LLC (the “LLC Units”) (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares of Common Stock or Derivative Instruments now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock or Derivative Instruments, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock, LLC Units or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period, other than any agreements or arrangements regarding those transactions described below that are not subject to the restrictions on Transfer contained herein. For the avoidance of doubt, the undersigned agrees that the foregoing provisions shall be equally applicable to any issuer-directed or other Shares the undersigned may purchase in the Offering.

If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a natural person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director (in his capacity as such) shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

Notwithstanding the foregoing, the undersigned may transfer or become party to any agreement or arrangement to transfer the undersigned’s shares of Common Stock or LLC Units:

(i)	as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein;

(ii)	(a) to an immediate family member of the undersigned;

(b) to a trust, family limited liability company or like entity formed for the direct or indirect benefit of the undersigned or the immediate family member of the undersigned;

(c) to a partnership, limited liability company or other entity of which the undersigned and the immediate family member are the legal and beneficial owners of all the outstanding equity securities or similar interests;

(d) by will, other testamentary document or intestate succession;

(e) pursuant to a domestic order, divorce settlement, divorce decree or separation agreement or order of a court or regulatory agency;

(iii)

as a distribution to direct or indirect partners, members or stockholders of the undersigned;

(iv)	to the undersigned’s affiliates or to any investment fund or other entity controlled by, under the control of or under common control with the undersigned;

(v)

to the Company in connection with the net exercise or net settlement of an award granted under the equity incentive plan or any other plan or agreement described in the Pricing Prospectus, where any Shares received by the undersigned upon any such exercise or settlement will be subject to the terms of this Lock-Up Agreement;

(vi)	with the prior written consent of the Representatives on behalf of the Underwriters;

(vii)

in connection with transfers or dispositions of shares of Class A Common Stock purchased in the open market following the Offering;

provided that in the case of each transfer or distribution pursuant to clauses (i) through (iv) above, (x) each donee, trustee, distribute or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein and (y) any such transfer or distribution shall not involve a disposition for value, provided, further, that in the case of each transfer or distribution pursuant to clauses (i) through (iv) and clause (vii) above, no filing or public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act or otherwise shall be required or shall be voluntarily made reporting a reduction in beneficial ownership of Common Stock in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period); and provided, further, that in the case of each transfer pursuant to clause (v) above, if a filing under the Exchange Act is required by, or voluntarily made with respect to, such transfer, the undersigned shall disclose in such filing that the transfer is in connection with the net exercise or net settlement of an award granted under the equity incentive plan or any other plan or agreement described in the Pricing Prospectus. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the shares of Common Stock or LLC Units to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such shares of Common Stock or LLC Units subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such shares of Common Stock or LLC Units except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. The undersigned now has, and, except as contemplated by clauses (i) through (vii) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the undersigned’s Shares and LLC Units, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares and LLC Units except in compliance with the foregoing restrictions.

In addition, the undersigned may establish any written contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of the undersigned’s shares of Class A Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Class A Common Stock, shall be made pursuant to such a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period and provided further, that no party is required to publicly announce, file or report the establishment of such Rule 10b5-1 Plan in any public report, announcement or filing with the SEC under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public report, announcement or filing regarding such Rule 10b5-1 Plan.

The restrictions described in this Lock-Up Agreement shall not apply to (i) any exchange or transfer in connection with, and as contemplated by, the Reorganization (as such term is defined in the Pricing Prospectus); or (ii) any exchange of LLC Units and a corresponding number of shares of the Class B Common Stock, as the case may be, for shares of the Class A Common Stock provided that, in the case of this clause (ii), exchanges shall be in accordance with the OWM LLC Agreement, provided further that, in the case of this clause (ii), such shares of Common Stock shall be subject to the provisions of this Lock-Up Agreement.

[Notwithstanding anything herein to the contrary, nothing herein shall restrict the undersigned or any of its affiliates (except for the Specialty Lending Group within the Merchant Banking Division of The Goldman Sachs Group, Inc.), from engaging in any activities, including brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage, principal investing and other similar activities conducted in the ordinary course of its or its affiliates’ business.]¹

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

This Lock-Up Agreement shall automatically terminate upon the earliest of: (i) December 31, 2019, if the Offering shall not have been completed on or before that date, (ii) the date that the Company advises the Representatives, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (iii) the date that the Representatives, on behalf of the Underwriters, advise the Company, in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the Offering, and (iv) termination of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to the sale of any of the shares of Class A Common Stock to the Underwriters.

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would result in the application of any other law than the laws of the State of New York.

	Very truly yours,

	Exact Name of Stockholder, Director or Officer

	Authorized Signature

	Title

¹This paragraph to be included in the lock-up agreements for the GS SLG Entities.

Exhibit 10.22

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.

2001 Ross Avenue, Suite 2800

Dallas, Texas 75201

PRIVATE AND CONFIDENTIAL

October 14, 2019

One Water Assets & Operations, LLC,

6275 Lanier Islands Parkway

Buford, Georgia 30518

Attention: Philip Austin Singleton, Jr., CEO

Project Float

Commitment Letter

Ladies and Gentlemen:

You have informed Goldman Sachs Specialty Lending Group, L.P. (“we”, “us” or “GSSLG” and, together with its affiliates, “Goldman Sachs”) that One Water Marine Holdings, LLC, a Delaware limited liability company (“Holdings”) and certain subsidiaries of Holdings, as borrowers (collectively, “you” or the “Companies”) desire to refinance certain credit facilities made available to the Companies pursuant to that certain Credit and Guaranty Agreement dated as of October 28, 2016 (as amended, the “Existing Credit Agreement”), by and among Holdings, the Companies, GSSLG and the lenders party thereto, in connection with the initial public offering of OneWater Marine Inc., a Delaware corporation and an indirect equity holder of Companies (“PubCo” and together with the Companies and Holdings, the “Credit Parties”). The parties hereto intend to refinance the credit facilities provided under the Existing Credit Agreement via an amended and restatement thereof or with a new credit facility, in either case, on the terms set forth in Annex B to consist of (a) up to $100 million under a senior secured multi-draw term loan facility (the “MDTL Facility”); and (b) up to $10 million under a senior secured revolving credit facility (the “Revolving Credit Facility” and, collectively with the MDTL Facility, the “Credit Facilities”). The proceeds of the MDTL Facility are expected to be used to (a) refinance all outstanding obligations under the Existing Credit Agreement, (b) redeem existing preferred equity interests, (c) pay fees and expenses in connection with the transactions contemplated hereby, and (d) to fund Permitted Acquisitions under the Credit Documents. The proceeds of the Revolving Facility are expected to be used to provide for the ongoing working capital requirements of the Companies and for general corporate purposes in accordance with the terms of the documentation governing the Credit Facilities. The approximate sources and uses of the funds necessary to consummate the transactions described above are set forth in Annex B, and certain additional conditions to the Commitments (defined below) are set forth in Annex C. The definitive documentation of the Credit Facilities will include, without limitation, (a) an amendment and restatement of or a replacement credit agreement for the Existing Credit Agreement and (b) with respect to any existing security instruments or other ancillary loan documents, amendments to or, if reasonably determined by us to be necessary or appropriate, amendments and restatements of or replacement security instruments for such security instruments and/or ancillary loan documents, as the case may be.

We are pleased to confirm the arrangements under which (i) GSSLG is exclusively authorized by the Companies to act as administrative agent and documentation agent in connection with the Credit Facilities, and (ii) GSSLG commits to provide the full $110 million of the Credit Facilities (the “Commitments”), in each case on the terms and subject to the conditions set forth in this commitment letter and in the attached Annexes A, B and C hereto (collectively, this “Commitment Letter”; capitalized terms used but not defined herein shall have the meanings given to them in the attached Annex A, B or C, as applicable). You hereby appoint GSSLG to act in each such role. Our fees and certain other economic entitlements for our services related to the Credit Facilities are set forth in a separate confidential fee letter (the “Fee Letter”) entered into by the Credit Parties and GSSLG on the date hereof.

Our commitments are subject, in our discretion, to the following conditions: (i) the conditions set forth in Annexes A, B and C; (ii) the Credit Parties’ compliance with the terms of this Commitment Letter and the Fee Letter; and (iii) the satisfaction of all conditions precedent set forth in the Credit Documents. Our commitment is also conditioned upon and made subject to our not becoming aware after the date hereof of any new or inconsistent information or other matter not previously disclosed to us relating to the Credit Parties or any related subsidiaries or affiliates or the transactions contemplated by this Commitment Letter which we, in our reasonable judgment, deem material and adverse relative to the information or other matters disclosed to us prior to the date hereof.

By executing this Commitment Letter, the Credit Parties agree on their behalf and on behalf of their respective affiliates that from and after the date hereof until the date which is 90 days after the date hereof, the Credit Parties and their respective affiliates (i) will cease any discussion with other potential financing providers, and will not directly or indirectly engage in discussion with, provide any information to, or transmit any letter of intent, indicative terms or other document or response to any person or entity other than Goldman Sachs in connection with soliciting or receiving from such financing provider, person or entity a proposal, commitment, exclusivity arrangement or definitive agreement to provide debt or equity financing (including any modification, extension, or continuation of existing credit facilities) other than floorplan financing, and (ii) will not enter into any definitive agreement for a debt or equity financing (including any modification, extension, or continuation of existing credit facilities) that is in lieu of, inconsistent with, or reasonably expected to interfere with the Credit Facilities if GSSLG is ready, willing and able to provide the proceeds of the Credit Facilities on the terms and conditions substantially as set forth in this Commitment Letter.

GSSLG intends and reserves the right to syndicate the Credit Facilities to the Lenders. GSSLG will lead the syndication, including the selection of potential Lenders, determining the timing of all offers to potential Lenders, any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender from the amounts to be paid to GSSLG pursuant to the terms of this Commitment Letter and the Fee Letter. GSSLG will determine the final commitment allocations and will notify you of such determinations. You agree to use all commercially reasonable efforts to ensure that GSSLG’s syndication efforts benefit from the Credit Parties’ existing lending relationships. To ensure an orderly and successful syndication of the Credit Facilities, the Company agrees that, until the termination of the syndication as determined by GSSLG, the Company will not, and will not permit any of its affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or securities of the Company or any of its subsidiaries or affiliates (other than the Credit Facilities and other indebtedness contemplated hereby to remain outstanding after the Closing Date), including any renewals or refinancings of any existing debt facility or securities, without the prior written consent of GSSLG. The Company agrees to enter into such amendments to the Loan Documents as may be requested by GSSLG to give effect to the foregoing sentence.

The terms of this Commitment Letter are intended as an outline of certain of the material terms of the Credit Facilities, but do not include all of the terms, conditions, covenants, representations, warranties, default clauses and other provisions that will be contained in the Credit Documents. The Credit Documents shall include, in addition, provisions that are customary or typical for financings of this type.

In addition, the Credit Parties each represent and covenant that (i) all information, other than Projections (defined below), which has been or is hereafter provided directly or indirectly by the Credit Parties or any of their respective representatives to GSSLG in connection with the transactions contemplated hereunder (the “Information”) is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading and (ii) all financial projections concerning the Credit Parties, and their respective subsidiaries that have been or will be made available to GSSLG by the Credit Parties or any of their respective representatives (the “Projections”) have been and will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time made. You agree that if at any time prior to the Closing Date, any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented, the Information and Projections so that such representations will be correct in all material respects under those circumstances.

By executing this Commitment Letter, you agree to reimburse GSSLG from time to time on demand for all reasonable out-of-pocket fees and expenses (including, but not limited to, the reasonable fees, disbursements and other charges of all legal counsel to GSSLG (including, but not limited to, special and local counsel retained by GSSLG) and examiners, search fees, due diligence expenses, transportation expenses, and appraisal, environmental, audit, and consultant costs and expenses) incurred before and during the term of this Commitment Letter in connection with the Credit Facilities, the preparation of the definitive documentation therefor and the other transactions contemplated hereby, regardless of whether any of the transactions contemplated hereby are consummated.

In addition, in connection with arrangements such as this, it is GSSLG’s policy to receive indemnification. You agree to the provisions with respect to indemnity and other matters set forth in Annex A, which is incorporated by reference into this Commitment Letter.

GSSLG hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), GSSLG and each Lender is required to obtain, verify and record information that identifies each borrower and guarantor under the Credit Facilities, which information includes the name and address and other information of each such person or entity that will allow GSSLG and each Lender to identify each such person or entity in accordance with the Act. This notice is given in accordance with the requirements of the Act and is effective for GSSLG and each Lender.

Please note that this Commitment Letter and the Fee Letter and any written or oral advice provided by us in connection with this arrangement (i) are exclusively for the information of the board of directors (or equivalent governing body, person or entity) and the senior management of the Credit Parties and (ii) may not be disclosed to any third party or circulated or referred to publicly without our prior written consent except, after providing written notice to GSSLG, pursuant to a subpoena or order issued by a court of competent jurisdiction or by a judicial, administrative or legislative body or committee; provided, however, that we hereby consent to disclosure of (x) this Commitment Letter, the Fee Letter and such advice to the officers, directors, agents and advisors of the Credit Parties who are directly involved in the consideration of the Credit Facilities to the extent such persons or entities agree to hold the same in confidence, (y) this Commitment Letter and Fee Letter as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof) and (z) this Commitment Letter (but not the Fee Letter) as required in connection with any public filing to be made with the Securities and Exchange Commission or other applicable regulatory authorities and stock exchanges which are required to be made by you in connection with a Qualifying IPO.

As you know, Goldman, Sachs & Co. LLC (“GS & Co”) is a full service securities firm engaged, either directly or through its affiliates in various activities, including securities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, GS & Co or its affiliates may actively trade the debt and equity securities (or related derivative securities) of the Credit Parties and other companies which may be the subject of the arrangements contemplated by this Commitment Letter, including any of their respective affiliates, for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. GS & Co or its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities or other debt obligations of the Credit Parties or other companies which may be the subject of the arrangements contemplated by this Commitment Letter and any of their respective affiliates.

Goldman Sachs may have economic interests that conflict with those of the Credit Parties. You agree that Goldman Sachs will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between Goldman Sachs, on the one hand, and the Credit Parties, their respective stockholders or their respective affiliates, on the other. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between Goldman Sachs, on the one hand, and the Credit Parties, on the other, (ii) in connection therewith and with the process leading to such transaction, Goldman Sachs is acting solely as a principal and not the agent or fiduciary of the Credit Parties, their respective management, stockholders, creditors or any other person or entity, (iii) Goldman Sachs has not assumed an advisory or fiduciary responsibility in favor of the Credit Parties with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether Goldman Sachs or any of its affiliates has advised or is currently advising the Credit Parties on other matters) or any other obligation to the Credit Parties except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv) the Credit Parties have consulted their own legal and financial advisors to the extent it deemed appropriate. The Credit Parties further acknowledge and agree that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Credit Parties agree that it will not claim that Goldman Sachs has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Credit Parties, in connection with such transaction or the process leading thereto. In addition, GSSLG may employ the services of its affiliates in providing certain services hereunder and may exchange with such affiliates information concerning the Credit Parties and other companies that may be the subject of this arrangement, and such affiliates shall be entitled to the benefits afforded to GSSLG hereunder.

The provisions of the immediately preceding six paragraphs and the fourth paragraph of this Commitment Letter shall remain in full force and effect regardless of whether any definitive documentation for the Credit Facilities shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking hereunder.

This Commitment Letter may not be assigned by the Companies without GSSLG’s prior written consent (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the parties hereto. GSSLG may assign its commitments hereunder, in whole or in part (including, for example, our commitment to provide the Credit Facilities), to any of its affiliates, and upon such assignment, GSSLG shall be released from the portion of its commitment hereunder that has been assigned. Neither this Commitment Letter nor the Fee Letter may be amended or any term or provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto or thereto, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto.

Our commitment hereunder shall terminate upon the first to occur of (i) at our election, upon any of (A) a material breach by the Credit Parties under this Commitment Letter, the Fee Letter or any other document executed in connection herewith, (B) the consummation of the Qualifying IPO without the use of the Credit Facilities, or (C) the termination or abandonment of any agreement to consummate the Qualifying IPO or any part thereof prior to the consummation of the Qualifying IPO and (ii) ninety (90) days after the date hereof, unless the closing of the Credit Facilities, on the terms and subject to the conditions contained herein, shall have been consummated on or before such date.

In addition, please note that Goldman Sachs does not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, the Credit Parties (and each employee, representative or other agent of the Credit Parties) may disclose to any and all persons or entities, without limitation of any kind, the tax treatment and tax structure of this potential transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the Credit Parties relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their respective affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax treatment” means U.S. federal or state income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated by this Commitment Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.

This Commitment Letter may be executed in any number of counterparts, each of which when executed shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter and the Fee Letter by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Any party delivering an executed counterpart of this Commitment Letter or the Fee Letter via facsimile or other electronic transmission shall, at our request, also deliver to us or our counsel a manually executed original, but the failure to do so does not affect the validity, enforceability or binding effect of this Commitment Letter or the Fee Letter.

THIS COMMITMENT LETTER AND THE FEE LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Each of the parties hereto agrees that any suit or proceeding arising in respect to this arrangement or any matter referred to in this Commitment Letter or the Fee Letter will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City of New York and each of the parties hereto agrees to submit to the jurisdiction of, and to venue in, such courts. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING IN CONNECTION WITH OR AS A RESULT OF EITHER OUR COMMITMENT OR ANY MATTER REFERRED TO IN THIS COMMITMENT LETTER OR THE FEE LETTER IS HEREBY WAIVED BY EACH OF THE PARTIES HERETO. The provisions of this paragraph shall remain in full force and effect regardless of whether any definitive documentation for the Credit Facilities shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking hereunder.

THIS COMMITMENT LETTER AND THE FEE LETTER REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SPECIFIC MATTERS HEREOF, SET FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES HERETO, SUPERSEDE ANY PRIOR AGREEMENTS AMONG THE PARTIES HERETO WITH RESPECT TO THE CREDIT FACILITIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Please confirm that the foregoing is in accordance with your understanding by signing and returning to GSSLG the enclosed copy of this Commitment Letter and the Fee Letter on or before the close of business on October 15, 2019, whereupon this Commitment Letter and the Fee Letter shall become binding agreements between us. If not signed and returned as described in the preceding sentence by such date, this offer will terminate on such date. We look forward to working with you on this assignment.

[Remainder of page intentionally left blank]

Very truly yours,

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.

By:	/s/ David Miller
Name:	David Miller
Title:	Authorized Signatory

[Signature Page to Commitment Letter – Project Float]

ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE:

COMPANIES:

	SINGLETON ASSETS & OPERATIONS, LLC LEGENDARY ASSETS & OPERATIONS, LLC SOUTH FLORIDA ASSETS & OPERATIONS, LLC 651 S FEDERAL HIGHWAY, LLC

	By:	/s/ Philip Austin Singleton, Jr.
	Name:	Philip Austin Singleton, Jr.
	Title:	Manager

	BOSUN’S ASSETS & OPERATIONS, LLC ONE WATER ASSETS & OPERATIONS, LLC SOUTH SHORE LAKE ERIE ASSETS & OPERATIONS, LLC

	By:	/s/ Philip Austin Singleton, Jr.
	Name:	Philip Austin Singleton, Jr.
	Title:	CEO

	SUNDANCE LAUDERDALE REALTY, INC.

	By:	/s/ Philip Austin Singleton, Jr.
	Name:	Philip Austin Singleton, Jr.
	Title:	President

	MIDWEST ASSETS & OPERATIONS, LLC

	By: One Water Assets & Operations, LLC, its Manager

	By:	/s/ Philip Austin Singleton, Jr.
	Name:	Philip Austin Singleton, Jr.
	Title:	CEO

[Signature Page to Commitment Letter – Project Float]

HOLDINGS:

	ONE WATER MARINE HOLDINGS, LLC

	By:	/s/ Philip Austin Singleton, Jr.
	Name:	Philip Austin Singleton, Jr.
	Title:	CEO

PUBCO:

	ONEWATER MARINE INC.

	By:	/s/ Philip Austin Singleton, Jr.
	Name:	Philip Austin Singleton, Jr.
	Title:	CEO

[Signature Page to Commitment Letter – Project Float]

Annex A

In the event that Goldman Sachs, or any of the partners, directors or equivalents, agents, employees and controlling persons or entities (if any), as the case may be, of Goldman Sachs (each, an “Indemnified Person”), becomes involved in any capacity in any action, proceeding or investigation brought by or against any person or entity, including any of your affiliates, shareholders, partners, members, or other equity holders, in connection with or as a result of either this arrangement or any matter referred to in this Commitment Letter or in any fee letter (together, the “Letters”), you agree to periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. You also will indemnify and hold each Indemnified Person harmless against any and all losses, claims, damages, penalties, expenses or liabilities to any person or entity arising in connection with or as a result of either this arrangement or any matter referred to in the Letters, and without regard to the exclusive or contributory negligence of any Indemnified Person, except to the extent that such have been found by a final, non-appealable judgment of a court of competent jurisdiction that any such loss, claim, damage, penalty, expense or liability results from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of the Letters. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or is insufficient to hold it harmless, then you shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, penalty, expense or liability in such proportion as is appropriate to reflect the relative economic interests of you and your affiliates and equity holders on the one hand and such Indemnified Person on the other hand in the matters contemplated by the Letters as well as the relative fault of you, your affiliates and equity holders, and such Indemnified Person with respect to such loss, claim, damage, penalty, expense or liability and any other relevant equitable considerations. Your reimbursement, indemnity and contribution obligations under this paragraph shall be in addition to any liability that you may otherwise have, shall extend upon the same terms and conditions to any affiliate of any Indemnified Person and the partners, directors, agents, employees and controlling persons or entities (if any), as the case may be, of such Indemnified Person and any such affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of you, any Indemnified Person, any such affiliate and any such other person or entity. You also agree that neither any Indemnified Person nor any of its affiliates, partners, directors, agents, employees or controlling persons or entities shall have any liability based on its or their exclusive or contributory negligence or otherwise to you or any person or entity asserting claims on behalf of or in right of you or any other person or entity in connection with or as a result of either this arrangement or any matter referred to in the Letters, except to the extent that any losses, claims, damages, penalties, liabilities or expenses incurred by you have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of the Letters; provided, however, that in no event shall such Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of such Indemnified Person’s or such other parties’ activities related to the Letters. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either this arrangement or any matter referred to in the Letters is hereby waived by the parties hereto. You agree that any suit or proceeding arising in respect to this arrangement or any matter referred to in the Letters will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City of New York and you agree to submit to the jurisdiction of, and to venue in, such courts. The provisions of this Annex A shall survive any termination or completion of the arrangement provided by the Letters, and this Commitment Letter shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

Annex A-1

Annex B

TERM SHEET

CONFIDENTIAL

SENIOR SECURED CREDIT FACILITIES

PubCo:	OneWater Marine Inc., a Delaware corporation (“PubCo”).

Holdings:	One Water Marine Holdings, LLC, a Delaware limited liability company (“Holdings”).

Borrowers:	Consistent with the Documentation Principles (the “Borrowers”).

Guarantors:	Consistent with the Documentation Principles; provided that, PubCo will be an additional Guarantor. The Guarantors, collectively with the Borrowers, are referred to as the “Credit Parties”).

Sole Lead Arranger:	Consistent with the Documentation Principles.

Administrative Agent:	Consistent with the Documentation Principles.

Lenders:	Goldman Sachs Specialty Lending Group, L.P., as lender (in such capacity, “GSSLG”) and/or one or more of its affiliates and/or other financial institutions approved by GSSLG (each, a “Lender” and, collectively, the “Lenders”).

Existing Credit Agreement:	That certain Credit and Guaranty Agreement, dated as of October 28, 2016 and as amended from time to time, entered into by and among Holdings, the Borrowers, Goldman Sachs Specialty Lending Group, L.P., as administrative agent and as collateral agent (in such capacities, “Existing Agent”), and OWM BIP Investor, LLC and Goldman Sachs Specialty Lending Holdings, Inc. (each an “Existing Lender”, and together, the “Existing Lenders”). Capitalized terms not defined herein shall have the same meaning ascribed to them in the Existing Credit Agreement.

Credit Facilities:	$110,000,000 (the “Total Facility Amount”), consisting of (i) a $10,000,000 Revolving Credit Facility (the “Revolving Credit Facility”) and (ii) a $100,000,000 Multi-draw Term Loan Facility (the “MDTL Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”).

Documentation Principles:	The terms of the Credit Documents will be based on the terms of the Existing Credit Agreement and the related loan and security documents delivered in connection therewith, in each case, as modified to reflect (i) this Term Sheet, (ii) market syndicated loan documentation updates (including but not limited to (A) customary provisions regarding the Beneficial Ownership Regulation (as defined in Annex C), (B) LIBOR replacement, (C) swaps and other qualified financial contracts, (D) compliance with the Employee Retirement Income Security Act of 1974 (as amended), and (E) divisions by limited liability companies under Delaware law), (iii) Agent’s internal form documentation updates, and (iv) other changes as may mutually be agreed (the provisions of this paragraph referred to herein as the “Documentation Principles”). For the avoidance of doubt, consistent with the Existing Credit Agreement, all leases that are or would be treated as operating leases for purposes of GAAP prior to December 15, 2018 shall continue to be accounted for as operating leases for purposes of the financial terms, under the Credit Facilities regardless of any change to GAAP following such date which would otherwise require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect prior to December 15, 2018.

Annex B-1

Uses of Proceeds:	Proceeds from the MDTL Facility will be partially used to refinance Holding’s existing credit facilities (the “Existing Credit Facilities”), and existing preferred equity interests, and pay fees and expenses, with the remainder to be used for “Permitted Acquisitions” (criteria to be consistent with the terms of the Existing Credit Agreement, provided, for the avoidance of doubt, acquisitions less than or equal to $5,000,000 (excluding amounts paid for inventory and/or working capital) shall be deemed Permitted Acquisitions subject to customary reporting and legal diligence requirements, among others). The Revolving Credit Facility will be unfunded at closing but may be used for working capital and general corporate purposes.

Incremental Uncommitted Facility:	The Credit Facilities will provide for a $20,000,000 uncommitted incremental multi-draw term loan facility with terms and conditions to be mutually agreed by Holdings and Agent.

Closing Date:	The date on which all conditions to the closing of the Credit Facilities have been satisfied (the “Closing Date”).

Maturity Date:	The date that is 5 years after the Closing Date (the “Maturity Date”).

Interest Rates:	All rates shall be calculated on a 360-day basis:

	Current/Cash-Pay Rate:	A floating rate of LIBOR + 7.00% or Base Rate + 6.00%, with a 1.50% LIBOR floor and a 4.50% Base Rate Floor, payable monthly for Base Rate borrowings and up to quarterly for LIBOR borrowings, provided that, so long as no default or event of default has occurred and is continuing, the Current/Cash-Pay Rate shall be determined according to the following grid (based on the most recent fiscal quarter for which a compliance certificate has been delivered); except that (a) for the first twelve months following the Closing Date, the Current/Cash-Pay Rate shall be no less than the amounts listed in Tier 2 under the below grid and (b) the Current/Cash-Pay Rate shall be deemed to be Tier 1 if Holdings fails to deliver quarterly consolidated financials and a related compliance certificate required to be delivered by it consistent with the Documentation Principles, during the period from the expiration of the required time for delivery thereof until such items are so delivered:

Tier	Senior Leverage Ratio	LIBOR		Base Rate
Tier	Senior Leverage Ratio	Margin	Floor	Margin	Floor
1	> 1.50 x	7.00%	1.50%	6.00%	4.50%
2	< 1.50 x & > 1.00 x	6.50%	1.50%	5.50%	4.50%
3	< 1.00 x	5.50%	1.50%	4.50%	4.50%

	PIK Rate:	For a single twelve month period following the Closing Date, Holdings may elect to pay the Current/Cash-Pay Rate in kind (the “PIK Option”), subject to a 2.00% premium (the “PIK Premium”) on the Interest Rate for such amounts elected to be paid in kind (the sum of the Current/Cash-Pay Rate and the PIK Premium, the “PIK Rate”).

		The PIK Rate, if applicable, shall compound quarterly, and shall be due and payable on the Maturity Date, subject to Mandatory Prepayments, if applicable, provided Holdings may elect to prepay any amounts owed under the PIK Rate prior to the Maturity Date without penalty.

	Default Rate:	2.00% in addition to the Current/Cash-Pay Rate (and/or PIK Rate, if applicable), payable on demand.

Annex B-2

Un-drawn Facility Fee:	0.50% per annum times the daily average aggregate un-drawn portion of the Revolving Credit Facility and the MDTL Facility shall accrue from the Closing Date and shall be payable monthly in arrears to Agent for the ratable benefit of the Lenders under the Revolving Credit Facility and the MDTL Facility.

Availability:	MDTL Facility: Amounts are available to be drawn under the MDTL Facility for Permitted Acquisitions during the period beginning on the Closing Date and ending on the date that is 24 months after the Closing Date (the “MDTL Availability Period”) and subject to pro forma compliance with the Credit Documents and the Incurrence Test Multiple. Amounts repaid under the MDTL Facility may not be reborrowed.

	Availability under the Credit Facilities shall not exceed the lesser of:

	(a)	the unused commitment amount; or

	(b)	the most recent trailing 12 months Adjusted (with such adjustments to include (1) pro forma credit for acquisitions and identified synergies as approved by Agent, and (2) other adjustments consistent with the Documentation Principles) EBITDA (with such EBITDA calculation reduced by any interest paid under the Approved Floorplan Financing) multiplied by the then in effect maximum leverage multiple (initially set at 2.00x with step-downs to be determined; the “Incurrence Test Multiple”) less the sum of (i) outstanding amounts under the Credit Facilities and (ii) all other indebtedness (including capital leases but excluding Approved Floorplan Financing) of the Credit Parties.

	Draws under the Credit Facilities will be subject to pro forma compliance with the Credit Documents.

Amortization:	Revolving Credit Facility: None. All loans outstanding under the Revolving Credit Facility shall be payable on the Maturity Date.

	MDTL Facility: The loans under the MDTL Facility (the “MDT Loans”) shall, commencing with first fiscal quarter first occurring following the end of the MDTL Availability Period, be repayable in equal consecutive quarterly installments in an annual amount equal to 5.0% of the principal amount of the MDT Loans, with the final balance of the MDT Loans payable on the Maturity Date.

Mandatory Prepayments:	Consistent with the Documentation Principles.

Voluntary Prepayments:	Consistent with the Documentation Principles.

Goldman Sachs Collateral:	Consistent with the Documentation Principles.

Floorplan Lender Collateral:	Consistent with the Documentation Principles.

Financial Covenants:	Consistent with the Documentation Principles and customary and appropriate for GSSLG transactions, including without limitation, financial covenants (measured quarterly) related to minimum fixed charge coverage, maximum total leverage ratio (including capital leases but excluding Approved Floorplan Financing) of 3.00x (with step-downs TBD), maximum senior leverage ratio (including capital leases but excluding Approved Floorplan Financing and Approved Subordinated Debt) of 2.50x (with step-downs TBD), and minimum availability/liquidity at all times.

Affirmative Covenants:	Consistent with the Documentation Principles.

Negative Covenants:	Consistent with the Documentation Principles.

Representations and Warranties, Events of Default, and Indemnification:	Consistent with the Documentation Principles.

Other Conditions and Requirements:	As set forth in Annex C:

Choice of Law:	State of New York.

Structure Flex:	GSSLG retains the right to modify the terms, conditions, pricing and/or structure of the Credit Facilities for purposes of establishing “first out” and “last out” tranches, including structural changes that modify the application of proceeds of collateral and payments to “first out” and “last out” lenders subject to terms mutually agreeable to GSSLG and such applicable lenders so long as the weighted-average cost at closing (calculated as of closing on a blended basis without giving effect to any changes resulting from amortization or prepayments) remains unchanged. The Credit Parties agree to enter into such amendments to the Loan Documents as may be requested by GSSLG to give effect to the foregoing sentence.

This Term Sheet does not purport to summarize all the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein.

[Remainder of Page Intentionally Blank]

Annex B-3

Annex C

Summary of Additional Conditions Precedent to the Credit Facilities

This Summary of Conditions Precedent outlines certain of the conditions precedent to the Credit Facilities referred to in the Commitment Letter of which this Annex C is a part (together with all annexes thereto, the “Commitment Letter”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Commitment Letter, as applicable.

The preparation, execution and delivery of a definitive credit agreement (the “Credit Facilities”) and other loan and security documents (including, but not limited to, the Equity Pledge Agreement referred to below) executed in connection therewith (together with the Credit Facilities, collectively, the “Credit Documents”), which shall be in form and substance acceptable to Agent and the delivery of other customary closing documents (including, among other things, satisfactory legal opinions (which shall not contain any expiration dates and shall cover, among other issues, organizational power and authority, enforceability, no conflicts, Article 9 and other relevant issues under New York and other relevant, state, federal and foreign law), satisfactory lien searches, satisfactory guaranties, collateral documents, intercreditor agreements, and subordination agreements (including, but not limited to, management fee subordination agreements, if applicable, and amendments to or restatements of subordination agreements in respect of any outstanding seller notes, earn-outs and/or disqualified stock or related obligations incurred in connection with the Existing Credit Agreement (as defined in Annex B)), in each case, to the extent applicable);

All documents required to be delivered under the Credit Documents, including corporate records and documents from public officials and officers’ certificates of the Credit Parties, shall have been delivered;

The representations and warranties of the Credit Parties in the Credit Documents shall be true, correct and complete;

The Lenders shall have received satisfactory evidence that Agent (on behalf of the Lenders) shall have a valid and perfected first priority (subject to certain exceptions to be set forth in the Credit Documents) lien and security interest in the collateral described in the term sheet attached as Annex B to the Commitment Letter, including, without limitation, general and collateral releases from prior lenders, customary corporate and estoppel certificates, fee and leasehold mortgages and related documentation and title policies, charges, and debentures, and landlord/mortgagee/bailee waivers and estoppels;

Agent shall have received: (i) audited financial statements of Holdings and its Subsidiaries for the fiscal year ending September 30, 2018, (ii) for the interim period from September 30, 2018 to the Closing Date, unaudited financial statements of Holdings and its Subsidiaries for each quarterly period completed prior to 45 days before the Closing Date, and for each monthly period completed prior to 30 days before the Closing Date (but in any event, including monthly unaudited financial statements of Holdings and its Subsidiaries relating to the period ending August 31, 2019), all in form and substance satisfactory to Agent; (iii) pro forma consolidated and consolidating balance sheets of PubCo and its subsidiaries as at the Closing Date, and reflecting the consummation of the Qualifying IPO, the financing thereof (including, without limitation, any incurrence of indebtedness under the Credit Facilities) and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date (collectively such transactions, the “Transactions”), which pro forma financial statements shall be in form and substance satisfactory to Agent, (iv) pro forma consolidated and consolidating income statements of PubCo and its subsidiaries as at the Closing Date, and reflecting the consummation of the Transactions, and (v) projections of PubCo and its subsidiaries for the fiscal periods requested by the Lenders, including monthly projections for each month during such fiscal periods;

Annex C-1

Since September 30, 2018, there shall have occurred no (a) material adverse change in or effect on: (i) the business, condition (financial or otherwise), assets, liabilities (actual or contingent), operations, management, performance, properties, or prospects of the Credit Parties, taken as a whole, (ii) the ability of any Credit Party to fully and timely perform its obligations under the Credit Documents, (iii) the ability of Agent to enforce the Credit Documents (any of the foregoing being a “Material Adverse Change”) or (b) disruption, adverse change or condition in the financial, lending, banking or capital markets generally;

Agent shall not have become aware after the date of the commitment with respect to the Credit Facilities of any new or inconsistent information or other matter not previously disclosed to Agent relating to the Credit Parties or their respective subsidiaries or affiliates or the Transactions which Agent, in its reasonable judgment, deems material and adverse relative to the information or other matters disclosed to Agent prior to the date hereof;

The absence of any action, suit, investigation, litigation, or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or governmental authority that singly or in the aggregate could reasonably be expected to materially impair the Transactions, or that could result in a Material Adverse Change;

The capital structure of the Credit Parties shall be satisfactory to Agent;

10.

Agent shall have received a notice of borrowing and accompanying flow of funds, in each case, in form and substance reasonably satisfactory to Agent;

11.

Receipt by the Lenders, at least ten (10) days prior to the Initial Funding Date, of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and, to the extent any Credit Party qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least five (5) business days prior to the Closing Date, a certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to such Credit Party;

12.

Evidence of the insurance and endorsements required by the Credit Documents;

13.

Evidence satisfactory to Agent in the form of a solvency certificate with appropriate attachments from the Credit Parties that, as of the Closing Date, after giving effect to the consummation of the Transactions, each Credit Party is and will be solvent;

Annex C-2

14.

Satisfactory documentation governing, and consummation of, the recapitalization of the Credit Parties in connection with the Qualifying IPO on terms acceptable to Agent;

15.

The closing of the Credit Facilities shall have been consummated substantially concurrently with the sale or the listing for trading of common stock of PubCo on a bona fide nationally recognized securities exchange resulting in PubCo receiving gross proceeds of no less than $60,000,000 (such transaction, the “Qualifying IPO”) and substantially all of the net proceeds of such Qualifying IPO shall have been further contributed to Holdings substantially concurrently with such Qualifying IPO;

16.

Agent shall have received all necessary governmental and third party waivers and consents in connection with the Qualifying IPO and the other Transactions;

17.

Agent shall have received certified copies of the definitive documentation of the Companies’ floorplan facilities (the “Floorplan Financing”), each of which shall be in form and substance satisfactory to Agent and shall include consents, amendments and/or other modifications necessary to permit the consummation of the Transactions. Such Floorplan Financing shall have commitments and availability in such amounts and on such terms, including, but not limited to, with respect to any intercreditor agreement and subordination agreement, as are satisfactory to Agent.

18.

Substantially concurrently with the closing of the Qualifying IPO on the Closing Date, all existing indebtedness including existing third party debt for borrowed money of PubCo and its subsidiaries (other than Floorplan Financing and other indebtedness permitted by the Credit Facilities) shall have been repaid, redeemed, defeased, discharged, refinanced or terminated (or irrevocable notice for the repayment or redemption thereof will be given to the extent accompanied by any prepayments or deposits required to defease, terminate and satisfy in full the obligations under any related indentures or notes) and all commitments thereunder shall have been terminated, in each case as evidenced by payoff, release and termination documentation satisfactory to Agent;

19.

All fees, expenses, and other consideration required to be paid on the Closing Date shall have been paid;

20.

On the Closing Date and immediately after giving effect to the consummation of the Transactions, including the payment of all transaction costs required to be paid in cash, the Senior Leverage Ratio (as defined in the Existing Credit Agreement) shall not be greater than 2.00:1.00;

21.

On the Closing Date and immediately after giving effect to the consummation of the Transactions, including the payment of all transaction costs required to be paid in cash, the Total Leverage Ratio (as defined in the Existing Credit Agreement) shall not be greater than 2.50:1.00;

22.

On the Closing Date and immediately after giving effect to the consummation of the Transactions, including the payment of all transaction costs required to be paid in cash, the Credit Parties shall have unrestricted cash and/or availability under the Revolving Facility of at least $5,000,000;

23.

Agent shall have received a pledge of 100% of the equity interests of Holdings owned by PubCo (the “PubCo Pledge Agreement”);

24.

Concurrently with the Qualifying IPO, the limited liability company interests in Companies designated as “Preferred Units” shall be redeemed, retired or otherwise paid or satisfied in full on terms and conditions satisfactory to Agent; and

25.

Concurrently with the Qualifying IPO, the BMI Stock and the Mack Stock, in each case, shall be redeemed, retired or similarly purchased for value, on terms and conditions satisfactory to Agent.

Delaware	5531	83-4330138
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

Large accelerated filer o	Accelerated filer o
Non-accelerated filer ☒	Smaller reporting company o
Emerging growth company ☒

Title of Each Class of Securities to be Registered	Amount to be Registered⁽¹⁾			Proposed Maximum Offering Price Per Share⁽²⁾			Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾			Amount of Registration Fee⁽³⁾
Class A common stock, par value $0.01 per share		3,631,579		$	20.00		$	72,631,580		$	9,427.58

	Per Share	Total
Initial public offering price	$	$
Underwriting discount and commissions⁽¹⁾	$	$
Proceeds, before expenses, to OneWater Marine Inc.	$	$

Goldman Sachs & Co. LLC	Raymond James
SunTrust Robinson Humphrey	B. Riley FBR

PROSPECTUS SUMMARY		1
RISK FACTORS		23
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		51
USE OF PROCEEDS		53
DIVIDEND POLICY		54
CAPITALIZATION		55
DILUTION		57
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		59
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		61
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		68
BUSINESS		95
MANAGEMENT		111
EXECUTIVE COMPENSATION		116
CORPORATE REORGANIZATION		124
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		126
PRINCIPAL STOCKHOLDERS		136
DESCRIPTION OF CAPITAL STOCK		138
SHARES ELIGIBLE FOR FUTURE SALE		143
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		145
CERTAIN ERISA CONSIDERATIONS		150
UNDERWRITING (CONFLICTS OF INTEREST)		152
LEGAL MATTERS		157
EXPERTS		157
WHERE YOU CAN FIND MORE INFORMATION		157
INDEX TO FINANCIAL STATEMENTS		F-1

	Historical OneWater LLC									Pro Forma OneWater Inc.⁽¹⁾
	Nine Months Ended June 30,					Years Ended September 30,				Nine Months Ended June 30, 2019			Year Ended September 30, 2018
	2019			2018		2018		2017		Nine Months Ended June 30, 2019			Year Ended September 30, 2018
	(in thousands, except share, per share and store amounts)
	(unaudited)									(unaudited)
Consolidated Statement of Operations Data:
Revenue	$	561,648		$	445,471	$	602,805	$	391,483	$	561,648		$	602,805
Costs of sales		435,873			345,388		465,151		305,782		435,873			465,151
Selling, general and administrative		83,889			65,280		91,297		65,351		83,889			91,297
Depreciation and amortization		1,884			1,112		1,685		1,055		1,884			1,685
Gain on settlement of contingent consideration		(1,674	)		—		—		—		(1,674	)		—
Operating income (loss)		41,677			33,691		44,672		19,294		41,677			44,672

	Twelve Months Ended June 30,			Nine Months Ended June 30,						Years Ended September 30,
	2019			2019			2018			2018			2017
	(in thousands)
	(unaudited)
Net income (loss)	$	34,463		$	32,241		$	(38	)	$	1,946		$	(4,258	)
Interest expense – other		5,484			4,391			2,743			3,836			2,266
Income taxes		—			—			—			—			—
Depreciation and amortization		2,457			1,884			1,112			1,685			1,055
Change in fair value of warrant⁽¹⁾		3,231			(2,773	)		26,958			33,187			18,057
Gain on settlement of contingent consideration		(1,674	)		(1,674	)		—			—			—
Transaction costs⁽²⁾		1,382			1,161			217			438			327
Other (income) expense⁽³⁾		(354	)		(74	)		(3	)		(269	)		217
Adjusted EBITDA	$	44,989		$	35,156		$	30,990		$	40,823		$	17,664

	As of June 30, 2019
	OneWater LLC Actual⁽¹⁾		OneWater Inc. Pro Forma⁽²⁾
	(in thousands, except share counts and par value)
Cash and cash equivalents	$	25,074	$	21,867
Long-term debt:
GS/BIP Credit Facility and Term and Revolver Credit Facility	$	58,000	$	89,530
Acquisition notes payable⁽³⁾		15,528		15,528
Commercial vehicles notes payable⁽⁴⁾		2,395		2,395
Total long-term debt	$	75,923	$	107,453
Less unamortized portion of debt issuance costs		1,099		1,099
Total debt	$	74,824	$	106,354
Other Liabilities
LLC warrants⁽⁵⁾		49,450		—
Redeemable preferred interest in subsidiary		84,230		—
Member/Stockholders’ equity:
Members’ equity	$	30,819	$	—
Class A common stock, $0.01 par value; no shares authorized, issued or outstanding (Actual); 40,000,000 shares authorized, 3,646,654 shares issued and outstanding (pro forma)		—		37
Class B common stock, $0.01 par value, no shares authorized, issued or outstanding (Actual); 10,000,000 shares authorized, 5,883,540 shares issued and outstanding (pro forma)		—		59
Preferred stock, $0.01 per share; no shares authorized, issued or outstanding (Actual), 1,000,000 shares authorized, no shares issued and outstanding (pro forma)		—		—
Additional paid-in capital		—		52,570
Retained earnings		—		—
Non-controlling interests⁽⁶⁾		5,911		84,972
Total member/stockholders’ equity	$	36,730	$	137,638
Total capitalization	$	245,234	$	243,992

Assumed initial public offering price per share				$	19.00
Pro forma net tangible book value per share as of June 30, 2019 (before this offering and after giving effect to our corporate reorganization)	$	0.86	⁽¹⁾
Less a decrease per share attributable to new investors in this offering		(3.59	)
As adjusted pro forma net tangible book value per share after giving further effect to this offering				(2.74)
Dilution in pro forma reduced net tangible book value per share to new investors in this offering⁽²⁾				$	21.74

	Shares Acquired					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent			Average Price Per Share
						(in thousands)
Legacy Owners		6,372,299		66.9	%	$	77,638		56.4	%	$	12.18
New investors in this offering		3,157,895		33.1	%	$	60,000		43.6	%	$	19.00
Total		9,530,194		100.0	%	$	137,638		100.0	%	$	14.44

	Nine Months Ended June 30,						Years Ended September 30,
	2019			2018			2018			2017
	(in thousands, except share, per share and store amounts)
	(unaudited)
Consolidated Statement of Operations Data:
Revenue	$	561,648		$	445,471		$	602,805		$	391,483
Costs of sales		435,873			345,388			465,151			305,782
Selling, general and administrative		83,889			65,280			91,297			65,351
Depreciation and amortization		1,884			1,112			1,685			1,055
Gain on settlement of contingent consideration		(1,674	)		—			—			—
Operating income (loss)		41,677			33,691			44,672			19,294
Other (income) expense
Interest expense – floor plan		6,730			3,813			5,534			2,686
Interest expense – other		4,391			2,743			3,836			2,266
Transaction costs⁽¹⁾		1,161			217			438			327
Change in fair value of warrants		(2,773	)		26,958			33,187			18,057
Other (income) expense⁽²⁾		(74	)		(3	)		(269	)		217
Net income (loss)	$	32,241		$	(38	)	$	1,946		$	(4,258	)
Less: Net income attributable to non-controlling interest		1,317			646			830			13
Net income (loss) attributable to OneWater LLC	$	30,923		$	(684	)	$	1,116		$	(4,272	)
Pro Forma Per Share Data⁽³⁾
Pro forma net income (loss)	$	7,908					$	9,345
Pro forma net income (loss) per share
Basic	$	2.17					$	2.56
Diluted	$	2.17					$	2.56
Pro forma weighted average shares outstanding
Basic		3,646,654						3,646,654
Diluted		3,646,654						3,646,654
Consolidated Statement of Cash Flows Data:
Cash flows provided by (used in) operating activities	$	(23,974	)	$	(1,416	)	$	(4,654	)	$	6,514
Cash flows provided by (used in) investing activities		(7,988	)		(18,430	)		(23,920	)		(23,304	)
Cash flows provided by financing activities		41,690			29,613			34,257			16,993

	OneWater LLC Historical		Reorganization Adjustments			OneWater LLC Historical as Adjusted for the Reorganization Adjustments		Offering Adjustments			OneWater Inc. Pro Forma as Adjusted for this Offering and Use of Proceeds
	(in thousands, except share and per share amounts)
Assets
Current assets:
Cash	$	25,074	$	(3,207	)⁽¹⁾	$	21,867	$	—	⁽⁸⁾	$	21,867
Restricted cash		1,360		—			1,360		—			1,360
Accounts receivable		31,064		—			31,064		—			31,064
Inventories		259,253		—			259,253		—			259,253
Prepaid expenses and other current assets		2,658		—			2,658		—			2,658
Total current assets		319,409		(3,207	)		316,202		—			316,202

Property and equipment, net of accumulated depreciation of $4,795 in 2019		30,575		—			30,575		—			30,575

Other assets
Deposits		337		—			337		—			337
Deferred tax asset		—		1,965	⁽²⁾		1,965		—			1,965
Identifiable intangible assets		57,584		—			57,584		—			57,584
Goodwill		106,127		—			106,127		—			106,127
Total other assets		164,048		1,965			166,013		—			166,013
Total assets	$	514,032	$	(1,242	)	$	512,790	$	—		$	512,790

Liabilities and Members’ Equity/Stockholders’ Equity
Current liabilities:
Accounts payable	$	11,333	$	—		$	11,333	$	—		$	11,333
Other payables and accrued expenses		17,287		—			17,287		—			17,287
Customer deposits		5,168		—			5,168		—			5,168
Notes payable - floor plan		235,010		—			235,010		—			235,010
Current portion of long-term debt		5,479		—			5,479		—			5,479
Total current liabilities		274,277		—			274,277		—			274,277
Long-term Liabilities
Other long-term liabilities		—		—			—		—			—
Warrant liability		49,450		(49,450	)⁽³⁾		—		—			—
Long-term debt, net of current portion and unamortized debt issuance costs		69,345		—			69,345		31,530	⁽⁸⁾		100,875
Total liabilities		393,072		(49,450	)		343,622		31,530			375,152

Redeemable preferred interest in subsidiary		84,230		—			84,230		(84,230	)⁽⁸⁾		—

Members’ Equity/Stockholders’ Equity:
Class A common stock, $0.01 par value; no shares authorized, issued or outstanding (Actual); 40,000,000 shares authorized, 3,646,654 shares issued and outstanding (pro forma)		—		5	⁽⁴⁾⁽⁶⁾		5		32	⁽⁸⁾		37
Class B common stock, $0.01 par value, no shares authorized, issued or outstanding (Actual); 10,000,000 shares authorized, 5,883,540 shares issued and outstanding (pro forma)		—		59	⁽⁵⁾		59		—			59
Preferred stock, $0.01 per share; no shares authorized, issued or outstanding (Actual), 1,000,000 shares authorized, no shares issued and outstanding (pro forma)		—		—			—		—			—
Additional paid-in capital		—		32,437	^(4)(6)(7)		32,437		20,133	⁽⁷⁾⁽⁸⁾		52,570
Retained earnings		—		—			—		—			—
Members’ Equity/Stockholders’ Equity attributable to One Water Marine Holdings, LLC		30,819		(30,819	)^(1)(2)(3)		—		—			—
					^(5)(6)(7)
Equity attributable to non-controlling interests		5,911		46,526	⁽⁴⁾⁽⁷⁾		52,437		32,535	⁽⁷⁾		84,972
Total liabilities and Members’ Equity/Stockholders’ Equity	$	514,032	$	(1,242	)	$	512,790	$	—		$	512,790

	OneWater LLC Historical (Restated)			Reorganization Adjustments			OneWater LLC Historical as Adjusted for the Reorganization Adjustments			Offering Adjustments			OneWater Inc. Pro Forma as Adjusted for this Offering and Use of Proceeds
	(in thousands, except share and per share amounts)
Revenues
New boat sales	$	398,586		$	—		$	398,586		$	—		$	398,586
Pre-owned boat sales		140,931			—			140,931			—			140,931
Finance and insurance income		16,623			—			16,623			—			16,623
Service, parts and other sales		46,665			—			46,665			—			46,665
Total revenues		602,805			—			602,805			—			602,805

Cost of Sales (exclusive of depreciation and amortization shown separately below)
New boat sales		322,126			—			322,126			—			322,126
Pre-owned boat sales		116,457			—			116,457			—			116,457
Service, parts and other sales		26,568			—			26,568			—			26,568
Total cost of sales		465,151			—			465,151			—			465,151

Selling, general and administrative expenses		91,297			—			91,297			—			91,297
Depreciation and amortization		1,685			—			1,685			—			1,685
Income from operations		44,672			—			44,672			—			44,672

Other (income) expense
Interest expense - floor plan		5,534			—			5,534			—			5,534
Interest expense - other		3,836			—			3,836			2,696	⁽⁷⁾		6,532
Transaction costs		438			—			438			—			438
Change in fair value of warrant liability		33,187			(33,187	)⁽¹⁾		—			—			—
Other (income) expense		(269	)		—			(269	)		—			(269	)
Total other expense		42,726			(33,187	)		9,539			2,696			12,235
Income before income tax expense		1,946			33,187			35,133			(2,696	)		32,437
Income tax expense					3,321	⁽²⁾		3,321			(255	)⁽²⁾		3,066
Net income (loss)		1,946			29,866			31,812			(2,441	)		29,371

Less: Net income attributable to non-controlling interest		830			20,860	⁽³⁾⁽⁵⁾		21,690			(1,664	)⁽⁵⁾		20,026
Net income (loss) attributable to One Water Marine Holdings, LLC and OneWater Marine Inc.		1,116			9,006			10,122			(777	)		9,345

Redeemable preferred interest, dividends and accretion		8,270			(8,270	)⁽⁴⁾		—			—			—
OneWater LLC preferred distribution		225			(225	)⁽⁴⁾		—			—			—
Net loss attributable to common interest holders	$	(7,379	)	$	17,501		$	10,122		$	(777	)	$	9,345

Pro forma weighted average shares of Class A common stock outstanding⁽⁶⁾:
Basic														3,646,654
Diluted														3,646,654

Pro forma income (loss) per Class A common stock per share⁽⁸⁾:
Basic													$	2.56
Diluted													$	2.56

	Year ended September 30, 2018		Nine months ended June 30, 2019
	(in thousands except share and per share amounts)
Pro forma income before income taxes	$	32,437	$	27,445
Adjusted pro forma income taxes^(a)		8,012		6,779
Adjusted pro forma net income to OneWater Inc. stockholders^(b)		24,425		20,666
Weighted average shares of Class A common stock outstanding (assuming the exchange of all OneWater LLC units for shares of class A common stock)^(c)		9,530,194		9,530,194
Pro forma diluted net income available to Class A common stock per share	$	2.56	$	2.17

	Nine Months Ended June 30,
Description	2019			2018			Change
	($ in thousands, unaudited)
Net income (loss)	$	32,241		$	(38	)	$	32,277
Interest expense – other		4,391			2,743			1,648
Income taxes		—			—			—
Depreciation and amortization		1,884			1,112			772
Change in fair value of warrant⁽¹⁾		(2,773	)		26,958			(29,731	)
Gain on settlement of contingent consideration		(1,674	)		—			(1,674	)
Transactional costs⁽²⁾		1,161			217			944
Other (income) expense		(74	)		(3	)		(70	)
Adjusted EBITDA	$	35,156		$	30,990		$	4,166

	Year Ended September 30,
Description	2018			2017			Change
	(in thousands)
Net cash provided by (used in) operating activities	$	(4,654	)	$	6,514		$	(11,168	)
Net cash provided by (used in) investing activities		(23,920	)		(23,304	)		(615	)
Net cash provided by financing activities		34,257			16,993			17,264
Net change in cash	$	5,683		$	202		$	5,481

Time Period	Applicable Cash Rate			Applicable PIK Rate
October 28, 2016 through October 31, 2018		0.00	%		10.00	%
November 1, 2018 through October 31, 2019		4.00	%		6.00	%
November 1, 2019 through October 31, 2020		6.00	%		4.00	%
November 1, 2020 through the maturity date and thereafter		8.00	%		2.00	%

	Payments Due by Period
	Less than 1 year		1 – 3 years		4 – 5 years		More than 5 years		Total
	(in thousands)
GS/BIP Credit Facility⁽¹⁾	$	—	$	2,789	$	25,816	$	—	$	28,605
Inventory Financing Facility⁽²⁾		157,783		—		—		—		157,783
Notes Payable⁽³⁾		1,890		12,123		347		8		14,368
Estimated interest payments⁽⁴⁾		3,642		6,519		5,181		1		15,343
Operating lease obligations⁽⁵⁾		7,784		14,408		11,407		36,366		69,961
Total	$	171,099	$	35,838	$	42,751	$	36,374	$	286,062

Store Location & Dealer Group	Stores Leased		Stores Owned
Alabama
Singleton Marine		3		—
Rambo Marine		2		—
Sunrise Marine		1		—
Legendary Marine		1		—

Florida
Grande Yachts		3		—
Legendary Marine		4		—
Sundance Marine		5		—
Marina Mike’s		—		1
Ocean Blue Yacht Sales		3		—
Sunrise Marine		2		—
Caribee Boat		1		—
Central Marine		3		—

Georgia
Singleton Marine		8		—
American Boat Brokers		1		—

Kentucky
Lookout Marine		2		—

Massachusetts
Bosun’s		4		—

Maryland
Grande Yachts		2		—

Name	Age	Position with OneWater Inc.
Austin Singleton	46	Founder, Chief Executive Officer and Sole Director
Anthony Aisquith	52	President and Chief Operating Officer
Jack Ezzell	49	Chief Financial Officer
Christopher W. Bodine	64	Director Nominee
Jeffrey B. Lamkin	50	Director Nominee
Mitchell W. Legler	77	Director Nominee
John F. Schraudenbach	60	Director Nominee
Keith R. Style	46	Director Nominee
John G. Troiano	49	Director Nominee

Name and Principal Position	Year	Salary ($)		Option Awards ($)⁽¹⁾		Non-equity Incentive Plan Compensation ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
Austin Singleton	2019	$	220,000	$	—	$	—	$	35,569	$	255,569
(Founder, Chief Executive Officer and Director)	2018	$	220,000	$	―	$	―	$	35,569	$	255,569
Anthony Aisquith	2019	$	523,972	$	—	$	—	$	31,734	$	555,706
(President & Chief Operating Officer)	2018	$	523,972	$	―	$	―	$	33,873	$	557,845
Jack Ezzell⁽⁴⁾	2019	$	350,000	$	—	$	50,000	$	13,576	$	413,576
(Chief Financial Officer)	2018	$	280,769	$	215,908	$	62,500	$	10,691	$	569,868

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) (Exercisable)		Number of Securities Underlying Unexercised Options (#) (Unexercisable)⁽¹⁾		Option Exercise Price ($)⁽²⁾		Option Expiration Date⁽²⁾
Austin Singleton		—		—		—		—
Anthony Aisquith		—		—		—		—
Jack Ezzell		—		758		N/A		N/A

Name	Fees Earned or Paid in Cash ($)		Total ($)
Mitch Legler	$	66,000	$	66,000
Michael Smith	$	70,000	$	70,000
John Troiano	$	56,000	$	56,000
David Miller⁽¹⁾	$	—	$	—
Jeffrey Lamkin	$	36,000	$	36,000
Pete Knowles	$	36,000	$	36,000
Keith Style⁽²⁾	$	36,000	$	66,000

Location	Legacy Owner	Nine Months Ended June 30, 2019 Lease Amount		Fiscal Year 2018 Lease Amount		Fiscal Year 2017 Lease Amount		Fiscal Year 2016 Lease Amount
Alabama
Dadeville and Equality	Austin Singleton	$	232,500	$	255,750	$	302,250	$	298,321
Florida
Destin	Peter and Teresa Bos		471,339		630,493		619,363		469,855
Panama City Beach (Location No. 1)	Peter and Teresa Bos		93,769		125,567		86,265		—
Panama City Beach (Location No. 2)	Peter and Teresa Bos		272,912		378,382		449,800		—
Georgia / Texas
Buford, GA	Austin Singleton		135,000		148,500		172,942		172,942
Fortson, GA and Conroe, TX	Austin Singleton		263,750		290,125		342,875		328,711

		Amount for the Nine Months Ended June 30, 2019		Amount for the Fiscal Year Ended September 30,
Related Party	Nature of Transaction			2018		2017		2016
Peter and Teresa Bos, through Legendary Boating Club, LLC	Boat purchase and repair services	$	210,683	$	229,841	$	185,672	$	426,040
Peter and Teresa Bos, through LYC Destin, LLC	Boat purchase and repair services		60,438		119,088		141,829		125,600
Austin Singleton	Boat purchase and advancement of expenses		263,084		482,577		343,267		483,826
Anthony Aisquith, through Cobalt Boats of America	Boat purchases and repair services		161,368		859,809		152,981		426,040
John Troiano	Boat purchase and resale		—		241,579		266,904		—

	Shares of Class A Common Stock Beneficially Owned After this Offering				Shares of Class B Common Stock Beneficially Owned After this Offering					Combined Voting Power After this Offering⁽¹⁾
Name of Beneficial Holders	Number		%		Number		%			Number		%
5% Stockholders
Teresa D. Bos 2015 Trust⁽²⁾		—		—		1,423,856		24.2			1,423,856		14.9
Entities affiliated with Austin Singleton⁽³⁾		—		—		1,152,708		19.6			1,152,708		12.1
Anthony Aisquith		—		—		587,231		10.0			587,231		6.2
Entities affiliated with Jeffrey B. Lamkin⁽⁴⁾		—		—		383,364		6.5			383,364		4.0
Special Situations Investing Group II, LLC⁽⁵⁾		—		—		1,035,143		17.6			1,035,143		10.9
Entities affiliated with Beekman⁽⁶⁾		127,610		3.5		421,225		7.2			548,835		5.8
Directors, Director Nominees and Named Executive Officers
Austin Singleton⁽³⁾		—				1,152,708		19.6			1,152,708		12.1
Anthony Aisquith		—				587,231		10.0			587,231		6.2
Jack Ezzell		—				7,251			*		7,251			*
Christopher W. Bodine		—		—		—	—				—	—
Jeffrey B. Lamkin⁽⁴⁾		—		—		383,364		6.5			383,364		4.0
Mitchell W. Legler⁽⁷⁾		—				55,216			*		55,216			*

Underwriters	Number of Shares
Goldman Sachs & Co. LLC
Raymond James & Associates, Inc.
SunTrust Robinson Humphrey, Inc.
B. Riley FBR, Inc.
Total		3,157,895

Paid by the Company	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

	Page
One Water Marine Holdings, LLC

Unaudited Condensed Consolidated Financial Statements

Balance Sheets as of June 30, 2019 and September 30, 2018		F-2
Statements of Operations for the Nine Months ended June 30, 2019 and 2018		F-3
Statements of Members’ Equity for the Nine Months ended June 30, 2019 and 2018		F-4
Statements of Cash Flows for the Nine Months ended June 30, 2019 and 2018		F-5
Notes to the Condensed Consolidated Financial Statements		F-6

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm		F-23
Balance Sheets as of September 30, 2018 and 2017		F-24
Statements of Operations for the Years ended September 30, 2018 and 2017		F-25
Statements of Changes in Member Equity for the Years ended September 30, 2018 and 2017		F-26
Statements of Cash Flows for the Years ended September 30, 2018 and 2017		F-27
Notes to Consolidated Financial Statements		F-28

OneWater Marine Inc.

Report of Independent Registered Public Accounting Firm		F-54
Balance Sheets as of June 30, 2019 (unaudited) and April 3, 2019		F-55
Notes to Balance Sheets		F-56

	June 30, 2019		September 30, 2018
	(Unaudited)
Assets
Current assets:
Cash	$	25,073,837	$	15,345,808
Restricted cash		1,359,714		411,559
Accounts receivable		31,063,834		10,888,564
Inventories		259,253,348		184,361,296
Prepaid expenses and other current assets		2,658,081		1,507,262
Total current assets		319,408,814		212,514,489

Property and equipment, net of accumulated depreciation of $4,794,730 in 2019 and $3,082,163 in 2018		30,574,683		18,586,549

Other assets
Deposits		336,631		347,416
Identifiable intangible assets		57,584,000		47,732,000
Goodwill		106,126,977		96,180,010
Total other assets		164,047,608		144,259,426
Total assets	$	514,031,105	$	375,360,464

Liabilities and Members’ Equity
Current liabilities:
Accounts payable	$	11,333,214	$	6,339,555
Other payables and accrued expenses		17,286,790		9,764,128
Customer deposits		5,167,599		4,198,319
Notes payable - floor plan		235,009,800		157,483,121
Current portion of long-term debt		5,479,417		1,890,402
Total current liabilities		274,276,820		179,675,525
Long-term Liabilities
Other long-term liabilities		—		2,486,563
Warrant liability		49,450,000		52,223,000
Long-term debt, net of current portion and unamortized debt issuance costs		69,344,843		39,954,403
Total liabilities		393,071,663		274,339,491

Redeemable preferred interest in subsidiary		84,229,965		79,965,097

Members’ Equity:
Members’ Equity attributable to One Water Marine Holdings, LLC		30,818,614		15,962,511
Equity attributable to non-controlling interests		5,910,863		5,093,365
Total liabilities and Members’ Equity	$	514,031,105	$	375,360,464

For the nine months ended June 30,	2019			2018
Revenues
New boat sales	$	375,160,102		$	294,205,442
Pre-owned boat sales		122,042,570			106,853,742
Finance and insurance income		18,526,016			12,308,786
Service, parts and other sales		45,919,574			32,102,798
Total revenues		561,648,262			445,470,768

Cost of Sales (exclusive of depreciation and amortization shown separately below)
New boat sales		308,329,561			238,920,359
Pre-owned boat sales		102,196,154			88,437,485
Service, parts and other sales		25,346,800			18,030,420
Total cost of sales		435,872,515			345,388,264

Selling, general and administrative expenses		83,889,279			65,279,769
Depreciation and amortization		1,883,910			1,111,802
Gain on settlement of contingent consideration		(1,674,058	)		—
Income from operations		41,676,616			33,690,933

Other (income) expense
Interest expense - floor plan		6,729,937			3,812,848
Interest expense - other		4,391,421			2,743,200
Transaction costs		1,161,280			217,306
Change in fair value of warrant liability		(2,773,000	)		26,958,299
Other (income) expense		(73,560	)		(2,684	)
Total other expense		9,436,078			33,728,969

Net income (loss)		32,240,538			(38,036	)

Less: Net income attributable to non-controlling interest		1,317,498			646,166
Net income (loss) attributable to One Water Marine Holdings, LLC	$	30,923,040		$	(684,202	)

Redeemable preferred interest, dividends and accretion		6,795,111			3,992,946
OneWater LLC preferred distribution		125,664			179,203
Net income (loss) attributable to common interest holders	$	24,002,265		$	(4,856,351	)
Earnings (loss) per unit attributable to common interest holders:
Basic	$	315.52		$	(64.52	)
Diluted	$	232.66		$	(64.52	)

				Members’ Equity
	Redeemable Preferred Interest in Subsidiary			Common Interest			Non-controlling interest in Subsidiary			Total Members’ Equity
Balance at September 30, 2018	$	79,965,097		$	15,962,511		$	5,093,365		$	21,055,876
Net income		—			30,923,040			1,317,498			32,240,538
Distributions to members		(2,530,243	)		(9,387,311	)		(500,000	)		(9,887,311	)
Accumulated unpaid preferred returns		6,325,608			(6,325,608	)		—			(6,325,608	)
Accretion of redeemable preferred and issuance costs		469,503			(469,503	)		—			(469,503	)
Equity-based compensation		—			115,485			—			115,485
Balance at June 30, 2019	$	84,229,965		$	30,818,614		$	5,910,863		$	36,729,477

For the nine months ended June 30, 2019	Previously Reported		Adjustment			As Adjusted
Net Income (loss) attributable to One Water Marine Holdings, LLC			$	30,923,040		$	30,923,040

Redeemable preferred interest, dividends, and accretion				6,795,111			6,795,111
OneWater LLC preferred distribution				125,664			125,664
Net income (loss) attributable to common interest holders	$	30,923,040		(6,920,775	)		24,002,265
Earnings (loss) per unit attributable to common interest holders:
Basic	$	406.50	$	(90.98	)	$	315.52
Diluted	$	299.75		(67.09	)	$	232.66

As of June 30,	2019		2018
Common units outstanding		76,071		75,272
Weighted average common unit equivalents outstanding		27,093		27,652
Diluted common unit equivalents		103,164		102,924