Commitment Letter, dated as of January 21, 2020, by and among Goldman Sachs Specialty Lending Group, L.P., OneWater Marine Inc., One Water Marine Holdings, LLC and certain subsidiaries of One Water Marine Holdings, LLC

January 21, 2020

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 a direct subsidiary of Holdings that will become an indirect equity holder of Companies (“PubCo” and together with the other 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 Credit Parties agree that, until the termination of the syndication as determined by GSSLG, the Credit Parties will not, and will not permit any of their respective 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 Credit Parties or any of their respective 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 Credit Parties agree to enter into such amendments to the Credit 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) February 28, 2020 or such later date as agreed in writing by all parties hereto, 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 January 22, 2020, 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.

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.

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.