Exhibit 10.3

  

   

  

  
    TAX RECEIVABLE AGREEMENT

    

    

    by and among

    

    

    ONEWATER MARINE INC.,

    

    

    CERTAIN OTHER PERSONS NAMED HEREIN,

    

    

    and

    

    

    AGENTS

    

    

    DATED AS OF [●], 2019

    

    

    

    
      
        


    

    
    TAX RECEIVABLE AGREEMENT

    

    

    This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2019, is hereby entered into by and among OneWater Marine Inc., a Delaware
      corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents.

    

    

    RECITALS

    

    

    WHEREAS, the Corporate Taxpayer is the managing member of One Water Marine Holdings, LLC, a Delaware limited liability company (“OneWater LLC”), an
      entity classified as a partnership for U.S. federal income tax purposes, and holds membership interests in OneWater LLC;

    

    

    WHEREAS, OneWater LLC and each of its direct and indirect Subsidiaries that is treated as a partnership for U.S. federal income tax purposes will have in
      effect an election under Section 754 of the Code, for each Taxable Year in which a Redemption occurs;

    

    

    WHEREAS, the TRA Holders currently hold Units or will hold Units in the future and may transfer all or a portion of such Units in one or more Redemptions
      (as defined herein), and, as a result of such Redemptions, the Corporate Taxpayer is expected to obtain or be entitled to certain tax benefits as further described herein;

    

    

    WHEREAS, this Agreement is intended to set forth the agreement among the parties hereto regarding the sharing of the tax benefits realized by the
      Corporate Taxpayer as a result of the Redemptions;

    

    

    NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby,
      the parties hereto agree as follows:

    

    

    ARTICLE I

    DEFINITIONS 

    

    

    Section 1.1          Definitions.
        As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

    

    

    “Accrued Amount” has the meaning set forth in Section 3.1(b) of this Agreement.

    

    

    “Actual Tax Liability” means, with respect to any Taxable Year, the actual liability for U.S. federal income Taxes of (i) the Corporate Taxpayer,
      and (ii) without duplication, OneWater LLC, but only with respect to Taxes imposed on OneWater LLC and allocable to the Corporate Taxpayer; provided that the actual liability for U.S. federal income Taxes of the Corporate Taxpayer shall be
      calculated assuming deductions of (and other impacts of) state and local income and franchise Taxes are excluded.

    

    

    “Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is
      Controlled by, or is under common Control with, such first Person.

    

    

    
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    “Agent” means: (i) with respect to Goldman and Beekman, for so long as Goldman or Beekman is a TRA Holder, the Goldman/Beekman Agent, and (ii) with
      respect to all other TRA Holders, [●] or such other Person designated as such pursuant to Section 7.6(b).

    

    

    “Agreed Rate” means a per annum rate of LIBOR plus 150 basis points.

    

    

    “Agreement” has the meaning set forth in the preamble to this Agreement.

    

    

    “Amended Schedule” has the meaning set forth in Section 2.3(b) of this Agreement.

    

    

    “Assumed State and Local Tax Rate” means, with respect to any Taxable Year, (i) the sum of the following amounts for each state and local
      jurisdiction in which OneWater LLC (or any of its direct or indirect subsidiaries that are treated as a partnership or disregarded entity) or the Corporate Taxpayer files an income or franchise tax return for the relevant Taxable Year: (A) the
      Corporate Taxpayer’s income and franchise tax apportionment factor(s) for such applicable state or local jurisdiction, multiplied by (B) the highest corporate income and franchise tax rate(s) for such state or local jurisdiction, reduced by
      (ii) the product of (A) the highest marginal U.S. federal income tax rate applicable to the Corporate Taxpayer for the relevant Taxable Year (determined based on the calculation of the Hypothetical Tax Liability for the relevant Taxable Year) and (B)
      the aggregate rate calculated under clause (i).

    

    

    “Attributable” has the meaning set forth in Section 3.1(b) of this Agreement.

    

    

    “Basis Adjustment” means any adjustment to the Tax basis of a Reference Asset as a result of a Redemption and the payments made pursuant to this
      Agreement with respect to such Redemption (as calculated under Section 2.1 of this Agreement), including, but not limited to: (i) under Sections 734(b) and 743(b) of the Code (including in situations where, following a Redemption, OneWater
      LLC remains classified as a partnership for U.S. federal income tax purposes); and (ii) under Sections 732(b) and 1012 of the Code (in situations where, as a result of one or more Redemptions, OneWater LLC becomes an entity that is disregarded as
      separate from its owner for U.S. federal income tax purposes).  For the avoidance of doubt, the amount of any Basis Adjustment resulting from a Redemption of Units shall be determined without regard to any Section 743(b) adjustment attributable to
      such Units prior to such Redemption; and, further, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest.

    

    

    “Beekman” means Beekman Investment Advisors, LLC and (i) its Affiliates and (ii) investment funds and
        investment vehicles it is Affiliated with, manages or advises.

    

    

    “Board” means the board of directors of the Corporate Taxpayer.

    

    

    “Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of
      America or the State of [Georgia or New York] shall not be regarded as a Business Day.

    

    

    “Call Right” has the meaning set forth in the OneWater LLC Agreement.

    

    

    “Change of Control” means the occurrence of any of the following events or series of related events after the IPO Date:

     

    

    
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        		(i)	
                any Person (excluding a corporation or other entity owned, directly or indirectly, by the stockholders of the Corporate Taxpayer in substantially the same
                  proportions as their ownership of stock of the Corporate Taxpayer) is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the rules promulgated under the Exchange Act), directly or indirectly, of securities of the Corporate
                  Taxpayer representing more than 50% of the combined voting power of the Corporate Taxpayer’s then outstanding voting securities;

              


      

    

    

    

    
      
        		(ii)	
                there is consummated a merger or consolidation of the Corporate Taxpayer with any other corporation or other entity, and, immediately after the consummation of
                  such merger or consolidation, either (A) the members of the Board immediately prior to the merger or consolidation do not constitute at least a majority of the members of the board of directors of the company surviving the merger, or if
                  the surviving company is a Subsidiary, the ultimate parent thereof, or (B) all of the Persons who were the respective “beneficial owners” (as defined above) of the voting securities of the Corporate Taxpayer immediately prior to such
                  merger or consolidation do not continue to beneficially own more than 50% of the combined voting power of the then-outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a
                  Subsidiary, the ultimate parent thereof; or

              


      

    

    

    

    
      
        		(iii)	
                the stockholders of the Corporate Taxpayer approve a plan of
                    complete liquidation or dissolution of the Corporate Taxpayer or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Corporate Taxpayer of all or
                    substantially all of the Corporate Taxpayer’s assets, other than such sale or other disposition by the Corporate Taxpayer of all or substantially all of the Corporate Taxpayer’s assets to an entity, at least 50% of the combined voting
                    power of the voting securities of which are owned by stockholders of the Corporate Taxpayer in substantially the same proportions as their ownership of the Corporate Taxpayer immediately prior to such sale.

              


      

    

    

    

    Notwithstanding the foregoing, except with respect to clause (ii)(A) above, a “Change of Control” shall not be deemed to have occurred by virtue of the
      consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporate Taxpayer immediately prior to such transaction or series of transactions continue to have substantially
      the same proportionate ownership in, and own substantially all of the shares of, an entity which owns, either directly or through a Subsidiary, all or substantially all of the assets of the Corporate Taxpayer immediately following such transaction or
      series of transactions.

    

    

    “Class A Shares” means shares of Class A common stock of the Corporate Taxpayer.

    

    

    “Code” means the Internal Revenue Code of 1986, as amended (or any successor U.S. federal income Tax statute).

    

    

    “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
      whether through ownership of voting securities, by contract or otherwise.

    

    

    “Corporate Taxpayer” has the meaning set forth in the preamble to this Agreement.

    

    

    
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    “Corporate Taxpayer Return” means the U.S. federal income Tax Return of the Corporate Taxpayer (including any consolidated group of which the
      Corporate Taxpayer is a member, as further described in Section 7.12(a) of this Agreement) filed with respect to any Taxable Year.

    

    

    “Cumulative Net Realized Tax Benefit” for a Taxable Year means the cumulative amount (but not less than zero) of Realized Tax Benefits for all
      Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period.  The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be
      determined based on the most recent Tax Benefit Payment Schedule or Amended Schedule, if any, in existence at the time of such determination.

    

    

    “Default Rate” means a per annum rate of LIBOR plus 550 basis points.

    

    

    “Determination” has the meaning ascribed to such term in Section 1313(a) of the Code or any other event (including the execution of IRS Form 870-AD)
      that finally and conclusively establishes the amount of any liability for Tax.

    

    

    “Dispute” has the meaning set forth in Section 7.9(a) of this Agreement.

    

    

    “Early Termination” has the meaning set forth in Section 4.1 of this Agreement.

    

    

    “Early Termination Date” means the date of an Early Termination Notice, or the date on which the Early Termination Notice is deemed to have been
      delivered pursuant to Section 4.2 or Section 4.3, for purposes of determining the Early Termination Payment.

    

    

    “Early Termination Effective Date” has the meaning set forth in Section 4.4 of this Agreement.

    

    

    “Early Termination Notice” has the meaning set forth in Section 4.4 of this Agreement.

    

    

    “Early Termination Payment” has the meaning set forth in Section 4.5(b) of this Agreement.

    

    

    “Early Termination Rate” means a per annum rate of LIBOR plus 100 basis points.

    

    

    “Early Termination Schedule” has the meaning set forth in Section 4.4 of this Agreement.

    

    

    “Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as the same may be amended from time
      to time (or any corresponding provisions of succeeding law).

    

    

    “Expert” means [●] or such nationally recognized expert in the particular area of disagreement as is mutually acceptable to the Corporate Taxpayer
      and the Agents.

    

    

    “Goldman” means Goldman Sachs &
        Co. LLC, a New York limited liability company and (i) its Affiliates and (ii) investment funds it is Affiliated with or manages.

    

    

    “Goldman/Beekman Agent” means [●], or such other Person designated as such by Goldman and Beekman.

    

    

    
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    “Hypothetical Tax Liability” means, with respect to any Taxable Year, the liability for U.S. federal income Taxes of (i) the Corporate Taxpayer, and
      (ii) without duplication, OneWater LLC, but only with respect to Taxes imposed on OneWater LLC and allocable to the Corporate Taxpayer (using the same methods, elections, conventions, U.S. federal income tax rate and similar practices used on the
      relevant Corporate Taxpayer Return), but without taking into account (A) any Basis Adjustments, (B) any deduction attributable to Imputed Interest for the Taxable Year and (C) any Post-IPO TRA Benefits.  For the avoidance of doubt, Hypothetical Tax
      Liability shall be determined without taking into account the carryover or carryback of any U.S. federal income Tax item (or portions thereof) that is attributable to any Basis Adjustments, Imputed Interest or any Post-IPO TRA Benefits.  Furthermore,
      the Hypothetical Tax Liability shall be calculated assuming deductions of (and other impacts of) state and local income and franchise Taxes are excluded.

    

    

    “Imputed Interest” means any interest imputed under Section 1272, 1274 or 483 or other provision of the Code, and the principles of any similar
      provisions of state or local law, with respect to the Corporate Taxpayer’s payment obligations under this Agreement.

    

    

    “IPO” means the initial public offering of Class A Shares by the Corporate Taxpayer.

    

    

    “IPO Date” means the closing date of the IPO.

    

    

    “IRS” means the U.S. Internal Revenue Service.

    

    

    “LIBOR” means during any period, an interest rate per annum equal to the one-year LIBOR rate reported, on the date two (2) calendar days prior to
      the first day of such period, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBOR01” or by any other publicly available source of such market rate) for London interbank offered
      rates for United States dollar deposits for such period.

    

    

    “Majority TRA Holders” means, at the time of any determination, TRA Holders who would be entitled to receive more than fifty percent (50%) of the
      aggregate amount of the Early Termination Payments payable to all TRA Holders hereunder (determined using such calculations of Early Termination Payments reasonably estimated by the Corporate Taxpayer) if the Corporate Taxpayer had exercised its
      right of Early Termination on such date.

    

    

    “Market Value” means the closing price of the Class A Shares on the applicable Redemption Date on the national securities exchange or interdealer
      quotation system on which such Class A Shares are then traded or listed, as reported by Bloomberg L.P.; provided, that if the closing price is not reported by Bloomberg L.P. for the applicable Redemption Date, then the Market Value means the
      closing price of the Class A Shares on the Business Day immediately preceding such Redemption Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by Bloomberg
      L.P.; provided further that if the Class A Shares are not then listed on a national securities exchange or interdealer quotation system, “Market Value” means the fair market value of the Class A Shares, as determined by the Board in good
      faith.

    

    

    “Material Objection Notice” has the meaning set forth in Section 4.4 of this Agreement.

    

    

    “Net Tax Benefit” has the meaning set forth in Section 3.1(b) of this Agreement.

    

    

    
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    “Objection Notice” has the meaning set forth in Section 2.3(a) of this Agreement.

    

    

    “OneWater LLC” has the meaning set forth in the Recitals of this Agreement.

    

    

    “OneWater LLC Agreement” means the limited partnership agreement of OneWater LLC, as amended from time to time.

    

    

    “Payment Date” means any date on which a payment is required to be made pursuant to this Agreement.

    

    

    “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,
      organization, governmental entity or other entity.

    

    

     “Post-IPO TRA” means any tax receivable agreement (or comparable agreement) entered into by the Corporate Taxpayer or any member of any affiliated or
        consolidated group of corporations that files a consolidated income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of
        U.S. state or local Tax law of which the Corporate Taxpayer is a member pursuant to which the Corporate Taxpayer or any member of such group is obligated to pay over amounts with respect to tax benefits resulting from any increases in Tax basis,
        net operating losses or other tax attributes to which the Corporate Taxpayer becomes entitled as a result of a transaction (other than any Redemption) after the date of this Agreement.

    

    

    “Post-IPO TRA Benefits” means any tax benefits resulting from increases in Tax basis, net operating losses or other tax attributes with respect to
      which the Corporate Taxpayer or any of its Subsidiaries is obligated to make payments under a Post-IPO TRA.

    

    

    “Realized Tax Benefit” means, for a Taxable Year, the sum of (i) the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability
      and (ii) the State and Local Tax Benefit.  If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability and the corresponding Hypothetical Tax Liability
      shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination with respect to such Actual Tax Liability.

    

    

    “Realized Tax Detriment” means, for a Taxable Year, the sum of (i) the excess, if any, of the Actual Tax Liability over the Hypothetical Tax
      Liability and (ii) the State and Local Tax Detriment.  If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by the a Taxing Authority of any Taxable Year, such liability and the corresponding
      Hypothetical Tax Liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination with respect to such Actual Tax Liability.

    

    

    “Reconciliation Dispute” has the meaning set forth in Section 7.10 of this Agreement.

    

    

    “Reconciliation Procedures” means the procedures described in Section 7.10 of this Agreement.

    

    

    “Redemption” means any transfer of Units by a TRA Holder, or by a permitted transferee of such TRA Holder (pursuant to the OneWater LLC Agreement),
      to OneWater LLC or to the Corporate Taxpayer pursuant to the Redemption Right or the Call Right, as applicable.

    

    

    
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    “Redemption Date” means each date on which a Redemption occurs.

    

    

    “Redemption Notice” has the meaning given to the term “Redemption Notice” in the OneWater LLC Agreement.

    

    

    “Redemption Right” means the redemption right of holders of Units set forth in Section 4.6 of the OneWater LLC Agreement.

    

    

    “Reference Asset” means, with respect to any Redemption, an asset (other than cash or a cash equivalent) that is held by OneWater LLC, or any entity
      in which OneWater LLC holds a direct or indirect interest that is treated as a partnership or disregarded entity for U.S. federal income tax purposes (but only to the extent such entities are not held through any entity treated as a corporation for
      U.S. federal income tax purposes), at the time of such Redemption.  A Reference Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.

    

    

    “Resolution of Disputes Procedures” means the procedures described in Section 7.9 of this Agreement.

    

    

    “Schedule” means any of the following: (i) a Tax Attribute Schedule, (ii) a Tax Benefit Payment Schedule, or (iii) the Early Termination Schedule.

    

    

    “Senior Obligations” has the meaning set forth in Section 5.1 of this Agreement.

    

    

    “State and Local Tax Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability; provided
      that, for purposes of determining the State and Local Tax Benefit, each of the Hypothetical Tax Liability and the Actual Tax Liability shall be calculated using the Assumed State and Local Tax Rate instead of the rate applicable for U.S. federal
      income tax purposes.

    

    

    “State and Local Tax Detriment” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability; provided
      that, for purposes of determining the State and Local Tax Detriment, each of the Actual Tax Liability and the Hypothetical Tax Liability shall be calculated using the Assumed State and Local Tax Rate instead of the rate applicable for U.S. federal
      income tax purposes.

    

    

    “Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or
      indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

    

    

    “Supermajority TRA Holders” means, at the time of any determination, TRA Holders who would be entitled to receive more than seventy-five percent
      (75%) of the aggregate amount of the Early Termination Payments payable to all TRA Holders hereunder (determined using such calculations of Early Termination Payments reasonably estimated by the Corporate Taxpayer) if the Corporate Taxpayer had
      exercised its right of Early Termination on such date.

    

    

    “Tax Attribute Schedule” has the meaning set forth in Section 2.1 of this Agreement.

    

    

     “Tax Benefit Payment” has the meaning set forth in Section 3.1(b) of this Agreement.

    

    

    
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    “Tax Benefit Payment Schedule” has the meaning set forth in Section 2.2 of this Agreement.

    

    

    “Tax Proceeding” has the meaning set forth in Section 6.1 of this Agreement.

    

    

    “Tax Receivable Agreements” means this Agreement and any Post-IPO TRA.

    

    

    “Tax Return” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached
      schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

    

    

    “Taxable Year” means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code (which, for the avoidance of doubt, may
      include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the IPO Date.

    

    

    “Taxes” means any and all U.S. federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net
      income or profits, including franchise taxes, and any interest imposed in respect of such Tax under applicable law.

    

    

    “Taxing Authority” means the IRS and any federal, national, state, county or municipal or other local government, any subdivision, agency,
      commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

    

    

    “TRA Holder” means each of those Persons set forth on Schedule A and their respective successors and permitted assigns pursuant to Section







        7.6(a).

    

    

    “Transferor” has the meaning set forth in Section 7.12(b) of this Agreement.

    

    

    “Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding
      provisions and succeeding provisions) as in effect for the relevant Taxable Year.

    

    

    “Units” has the meaning set forth in the OneWater LLC Agreement.

    

    

    “Valuation Assumptions” means, as of an Early Termination Date, the assumptions that:

    

    

    (i)        in
        each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from all Basis Adjustments (assuming, to the extent applicable, in calculating such
        deductions that the election under Section 168(k)(7) of the Code is made with respect to any actual or deemed Basis Adjustment arising from a Redemption made in the Taxable Year that includes the Early Termination Date or deemed to be made on the
        Early Termination Date pursuant to clause (v) of this definition), and Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future
        Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions, further assuming such future Tax Benefit Payments would be paid on the due date, without extensions, for filing the Corporate Taxpayer Return for the applicable
        Taxable Year) in which such deductions would become available;

    

    

    
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    (ii)       any
        loss or credit carryovers generated by deductions or losses arising from any Basis Adjustment or Imputed Interest (including such Basis Adjustment and Imputed Interest generated as a result of payments under this Agreement) that are available in
        the Taxable Year that includes the Early Termination Date will be utilized by the Corporate Taxpayer ratably in each Taxable Year over the ten Taxable Years beginning with the Taxable Year that includes the Early Termination Date (provided that, in
        any year that the Corporate Taxpayer is prevented from fully utilizing net operating losses pursuant to Section 382 of the Code, or any successor provision, the amount utilized for purposes of this provision shall not exceed the amount that would
        otherwise be utilizable under Section 382 of the Code, or any successor provision);

    

    

    (iii)        the






        U.S. federal, state and local income and franchise tax rates that will be in effect for each Taxable Year ending on or after such Early Termination Date will be those specified for each such Taxable Year by the Code and other law as in effect on
        the Early Termination Date except to the extent any change to such tax rates for such Taxable Year have already been enacted into law;

    

    

    (iv)        any






        Reference Asset that is not subject to amortization, depletion, depreciation or other cost recovery deduction to which any Basis Adjustment is attributable will be disposed of in a fully taxable transaction for U.S. federal income tax purposes on
        the fifth anniversary of the Early Termination Date for an amount sufficient to fully utilize the Basis Adjustment with respect to such Reference Asset; provided, that in the event of a Change of Control which includes a taxable sale of
        such Reference Asset (including the sale of all of the equity interests in an entity classified as a partnership or disregarded entity that directly or indirectly owns such Reference Asset), such Reference Asset shall be deemed disposed of at the
        time of the Change of Control; and

    

    

    (v)        if,
        at the Early Termination Date, there are Units that have not been transferred in a Redemption, then all Units shall be deemed to be transferred pursuant to the Redemption Right effective on the Early Termination Date.

    

    

    Section 1.2          Other
          Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. 
        References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and
        made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall
        be deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are
        in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or
        contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person. References from or
        through any date mean, unless otherwise specified, from and including or through and including, respectively.

    

    

    
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    ARTICLE II

    DETERMINATION OF CERTAIN REALIZED TAX BENEFITS

    

    

    Section 2.1          Tax
          Attribute Schedules.  Within ninety (90) calendar days after the filing of the relevant Corporate Taxpayer Return for each Taxable Year, the Corporate Taxpayer shall deliver to each Agent a schedule (the “Tax Attribute Schedule”) that
        shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to each applicable TRA Holder, (i) the Basis Adjustments with respect to the Reference Assets as a result of the Redemptions
        effected by such TRA Holder in such Taxable Year and (ii) the period (or periods) over which such Basis Adjustments are amortizable and/or depreciable.  

    

    

    Section 2.2           Tax
          Benefit Payment Schedules.

    

    

    (a)         Within ninety (90)
        calendar days after the filing of the Corporate Taxpayer Return for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporate Taxpayer shall deliver to each Agent: (i) a schedule showing, in reasonable
        detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable to each TRA Holder who has participated in any Redemption, (C) the Accrued
        Amount with respect to any such Net Tax Benefit that is Attributable to such TRA Holder, (D) the Tax Benefit Payment due to each such TRA Holder, and (E) the portion of such Tax Benefit Payment that the Corporate Taxpayer intends to treat as
        Imputed Interest (a “Tax Benefit Payment Schedule”), (ii) a reasonably detailed calculation by the Corporate Taxpayer of the Hypothetical Tax Liability, (iii) a reasonably detailed calculation by the Corporate Taxpayer of the Actual Tax
        Liability, (iv) a copy of the Corporate Taxpayer Return for such Taxable Year, and (v) any other work papers reasonably requested by any Agent.  In addition, the Corporate Taxpayer shall allow each Agent reasonable access at no cost to its
        appropriate representatives in connection with a review of such Tax Benefit Payment Schedule.  The Tax Benefit Payment Schedule will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b)
        (subject to the procedures set forth in Section 2.3(b)).

    

    

    (b)         For purposes of
        calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryovers or carrybacks of any U.S. federal income Tax item attributable to the Basis Adjustments, Imputed Interest and any Post-IPO TRA Benefits shall be
        considered to be subject to the rules of the Code and the Treasury Regulations, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.  If a carryover or carryback of any U.S. federal income
        Tax item includes a portion that is attributable to the Basis Adjustment, Imputed Interest or any Post-IPO TRA Benefits and another portion that is not so attributable, such respective portions shall be considered to be used in accordance with the
        “with and without” methodology such that the portion that is not attributable to a Basis Adjustment or Imputed Interest is deemed utilized first.  The parties agree that (i) any payment under this Agreement (to the extent permitted by law and other
        than amounts accounted for as Imputed Interest) will be treated as a subsequent upward adjustment to the purchase price of the relevant Units and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporate
        Taxpayer in the year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

    

    

    
      11

      
        


    

    Section 2.3           Procedure;






          Amendments.

    

    

    (a)          An applicable
        Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days from the first date on which all Agents have received the applicable Schedule or amendment thereto unless (i) any Agent, within thirty (30)
        calendar days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) each Agent
        provides a written waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date waivers from all Agents have been received by the
        Corporate Taxpayer.  If the Corporate Taxpayer and the Agents, for any reason, are unable to successfully resolve the issues raised in an Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of such Objection
        Notice, the Corporate Taxpayer and the Agents shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable.

    

    

    (b)         The applicable
        Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of
        additional factual information relating to a Taxable Year after the date the Schedule was provided to the Agents, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax
        Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable
        Year attributable to an amended Corporate Taxpayer Return filed for such Taxable Year or (vi) to adjust a Tax Attribute Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”).  The
        Corporate Taxpayer shall provide an Amended Schedule to each Agent within sixty (60) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.  For the avoidance of doubt, in the event a Schedule
        is amended after such Schedule becomes final pursuant to Section 2.3(a), the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be
        taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs.

    

    

    Section 2.4          Section
          754 Election. In its capacity as the sole managing member of OneWater LLC, the Corporate Taxpayer will (i) ensure that, on and after the date hereof and continuing throughout the term of this Agreement, OneWater LLC and any of its eligible
        Subsidiaries will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law) and (ii) use commercially reasonable efforts to ensure that, on and after the date hereof and
        continuing throughout the term of this Agreement, any entity in which OneWater LLC holds a direct or indirect interest that is treated as a partnership for U.S. federal income tax purposes that does not meet the definition of “Subsidiary” herein,
        will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law).

    

    

    
      12

      
        


    

    ARTICLE III

    TAX BENEFIT PAYMENTS

    

    

    Section 3.1           Payments.

    

    

    (a)         Within five (5)
        Business Days after a Tax Benefit Payment Schedule delivered to the Agents becomes final in accordance with Section 2.3(a), the Corporate Taxpayer shall pay to each TRA Holder the Tax Benefit Payment in respect of such TRA Holder determined
        pursuant to Section 3.1(b) for such Taxable Year.  Each such payment shall be made by check, by wire transfer of immediately available funds to the bank account previously designated by the TRA Holder to the Corporate Taxpayer, or as
        otherwise agreed by the Corporate Taxpayer and the TRA Holder.  For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated Tax payments, including, without limitation, U.S. federal or state estimated income Tax
        payments.

    

    

    (b)         A “Tax Benefit
          Payment” in respect of a TRA Holder for a Taxable Year means an amount, not less than zero, equal to the sum of the portion of the Net Tax Benefit Attributable to such TRA Holder and the Accrued Amount with respect thereto.  The “Net Tax
          Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over the sum of (i) the total amount of payments previously made under this Section






          3.1 (excluding payments attributable to Accrued Amounts) and (ii) the total amount of Tax Benefit Payments previously made under the corresponding provision of any Post-IPO TRA; provided, for the avoidance of doubt, that no TRA Holder
        shall be required to return any portion of any previously made Tax Benefit Payment.  Subject to Section 3.3, the portion of the Net Tax Benefit for a Taxable Year that is “Attributable” to a TRA Holder is the portion of such Net Tax
        Benefit that is derived from (i) any Basis Adjustment that was attributable, at the time of the relevant Redemption, to the Units acquired or deemed acquired by the Corporate Taxpayer in a Redemption undertaken by or with respect to such TRA Holder
        or (ii) any Imputed Interest with respect to Tax Benefit Payments made to such TRA Holder. The “Accrued Amount” with respect to any portion of a Net Tax Benefit shall equal an amount determined in the same manner as interest on such portion
        of the Net Tax Benefit for a Taxable Year calculated at the Agreed Rate from the due date (without extensions) for filing the Corporate Taxpayer Return for such Taxable Year until the Payment Date.  For the avoidance of doubt, for Tax purposes, the
        Accrued Amount shall not be treated as interest but shall instead be treated as additional consideration for the acquisition of Units in a Redemption, unless otherwise required by law.

    

    

    (c)         Notwithstanding any
        provision of this Agreement to the contrary, unless a TRA Holder elects for the provisions of this Section 3.1(c) not to apply to any Redemption by notifying the Corporate Taxpayer in writing on or before the due date for providing the
        Redemption Notice with respect to such Redemption, the aggregate Tax Benefit Payments to be made to such TRA Holder, with respect to the related Redemption shall be limited to (i) [●]%, or such other percentage such TRA Holder elects to apply by
        notifying the Corporate Taxpayer in writing on or before the due date for providing the Redemption Notice with respect to such Redemption, of (ii) the amount equal to the sum of (A) the Cash Election Amount as defined in the OneWater LLC Agreement
        and (B) the aggregate Market Value of the Class A Shares received by such TRA Holder in such Redemption. An election made by a TRA Holder pursuant to this Section 3.1(c) may not be revoked.

    

    

    
      13

      
        


    

    Section 3.2         No
          Duplicative Payments.  It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreements.  It is also intended that the provisions of
        the Tax Receivable Agreements will result in 85% of the Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, being paid to the Persons to whom payments are due pursuant to the Tax Receivable Agreements.  The provisions of this
        Agreement shall be construed in the appropriate manner to achieve these fundamental results.

    

    

    
      
        
          Section 3.3           Pro Rata Payments; Coordination of Benefits with Other Tax Receivable Agreements.

        

      

    

    

    

    (a)         Notwithstanding
        anything in Section 3.1 to the contrary, to the extent that the aggregate amount of the Corporate Taxpayer’s tax benefit subject to the Tax Receivable Agreements is limited in a particular Taxable Year because the Corporate Taxpayer does
        not have sufficient taxable income in such Taxable Year to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated as follows: (i) first among any Post-IPO TRAs (and
        among all Persons eligible for payments thereunder in the manner set forth in such Post-IPO TRAs) and (ii) to the extent of any remaining limitation on tax benefit for the Corporate Taxpayer after application of clause (i), among this Agreement
        (and among all Persons eligible for payments thereunder) in proportion to the respective amounts of Net Tax Benefit that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there was no
        such limitation.

    

    

    (b)         After taking into
        account Section 3.3(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under the Tax Receivable Agreements in respect of a particular Taxable Year, then (i) the
        Corporate Taxpayer will pay the same proportion of each Tax Benefit Payment due to each Person to whom a payment is due under this Agreement (provided that, no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit
        Payments in respect of prior Taxable Years have been made in full) and (ii) after fulfilling the obligations set forth in clause (i) of this Section 3.3(b), the Corporate Taxpayer will then pay all amounts due under any Post-IPO TRA in
        respect of such Taxable Year (provided that, no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of prior Taxable Years have been made in full).

    

    

    (c)          To the extent the
        Corporate Taxpayer makes a payment to a TRA Holder in respect of a particular Taxable Year under Section 3.1(a) of this Agreement (taking into account Section 3.3(a) and Section 3.3(b), but excluding payments attributable to
        Accrued Amounts) in an amount in excess of the amount of such payment that should have been made to such TRA Holder in respect of such Taxable Year, then (i) such TRA Holder shall not receive further payments under Section 3.1(a) until such
        TRA Holder has foregone an amount of payments equal to such excess and any Accrued Amount attributable to such excess and (ii) the Corporate Taxpayer will pay the amount of such TRA Holder’s foregone payments (other than any foregone payments in
        respect of Accrued Amounts) to the other Persons to whom a payment is due under the Tax Receivable Agreements (or if no such payments are due, shall retain such amounts for future payments when they become due) in a manner such that each such
        Person to whom a payment is due under the Tax Receivable Agreements, to the maximum extent possible, receives aggregate payments under Section 3.1(a) or the comparable section of the other Tax Receivable Agreement(s), as applicable (in each
        case, taking into account Section 3.3(a) and Section 3.3(b) or the comparable section of the other Tax Receivable Agreement(s), but excluding payments attributable to Accrued Amounts) in the amount it would have received if there
        had been no excess payment to such TRA Holder.

    

    

    
      14

      
        


    

    ARTICLE IV

    TERMINATION

    

    

    Section 4.1          Early






            Termination at Election of the Corporate Taxpayer.  The Corporate Taxpayer may terminate this Agreement at any time by paying to each TRA Holder the
          Early Termination Payment due to such TRA Holder pursuant to Section 4.5(b) (such termination, an “Early
            Termination”); provided that the Corporate Taxpayer may withdraw any notice of exercise of its termination
          rights under this Section 4.1 prior to the time at which any Early Termination Payment has been paid.  Upon payment of the Early Termination Payment by
          the Corporate Taxpayer, the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for (a) any Tax Benefit Payment agreed to by the Corporate Taxpayer and such TRA Holder as due and payable but unpaid
          as of the Early Termination Notice and (b) except to the extent included in the Early Termination Payment or as a payment under clause (a) of this Section 4.1, any Tax Benefit Payment due for any Taxable Year ending prior to, with or
          including the Early Termination Date.  Upon payment of all amounts provided for in this Section 4.1, this Agreement shall terminate.

    

    

    Section 4.2          Early
          Termination upon Change of Control.  In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the
        Change of Control and shall include, but not be limited to the following: (a) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of a Change of Control, (b) payment of any
        Tax Benefit Payment in respect of a TRA Holder agreed to by the Corporate Taxpayer and such TRA Holder as due and payable but unpaid as of the deemed Early Termination Notice, and (c) except to the extent included in the Early Termination Payment
        or as a payment under clause (b) of this Section 4.2, payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the Early Termination Date.

    

    

    Section 4.3           Breach
          of Agreement.

    

    

    (a)          In the event that the
        Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment as described in Section 4.3(b), as a result of failure to honor any other material obligation required hereunder or
        by operation of law as a result of the rejection of this Agreement in a case commenced under the United States Bankruptcy Code or otherwise, then if the Supermajority TRA Holders so elect, such breach shall be treated as an Early Termination.  Upon
        such election, all obligations hereunder shall be accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but
        shall not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) payment of any Tax Benefit Payment in respect of a TRA Holder agreed to by the
        Corporate Taxpayer and such TRA Holder as due and payable but unpaid as of the deemed Early Termination Notice, and (iii) except to the extent included in the Early Termination Payment or as a payment under clause (ii) of this Section 4.3(a),
        payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the Early Termination Date.  Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if the Supermajority TRA
        Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof.

    

    

    
      15

      
        


    

    (b)        The parties agree that
        the failure of the Corporate Taxpayer to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this
        Agreement, and that it shall not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due.  Notwithstanding anything in this
        Agreement to the contrary, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when
        due to the extent that the Corporate Taxpayer has insufficient funds available to make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such payment in the Corporate Taxpayer’s sole judgment exercised in good
        faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any credit
        agreement to which OneWater LLC or any Subsidiary of OneWater LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided further that it shall be a breach of this
        Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property (other than Class A Shares or other equity
        interests of the Corporate Taxpayer) to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

    

    

    Section 4.4         Early
          Termination Notice.  If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each Agent notice of such intention to exercise such right (the “Early






          Termination Notice”).  Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) a schedule showing in reasonable detail
        the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by any Agent.  In addition, the Corporate
        Taxpayer shall allow each Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule.  The Early Termination Schedule shall become final and binding
        on all parties thirty (30) calendar days from the first date on which all Agents have received such Schedule or amendment thereto unless (x) any Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the
        Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (y) each Agent provides a written waiver of such right of a Material Objection Notice within the
        period described in clause (x) above, in which case such Schedule becomes binding on the date waivers from all Agents have been received by the Corporate Taxpayer (the “Early Termination Effective Date”).  If the Corporate Taxpayer and the
        Agents, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agents shall
        employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable.

    

    

    
      16

      
        


    

    Section 4.5           Payment
          upon Early Termination.

    

    

    (a)          Subject to its right
        to withdraw any notice of Early Termination pursuant to Section 4.1, within three (3) Business Days after the Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Holder its Early Termination Payment.  Each such
        payment shall be made by check, by wire transfer of immediately available funds to a bank account or accounts designated by the TRA Holder, or as otherwise agreed by the Corporate Taxpayer and the TRA Holder.

    

    

    (b)          The “Early
          Termination Payment” shall equal, with respect to each TRA Holder, the present value, discounted at the Early Termination Rate as of the Early Termination Date, of all Tax Benefit Payments that would be required to be paid by the Corporate
        Taxpayer to such TRA Holder beginning from the Early Termination Date and assuming that the Valuation Assumptions are applied.

    

    

    ARTICLE V

    SUBORDINATION AND LATE PAYMENTS

    

    

    Section 5.1       Subordination. 






        Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment, Early Termination Payment or any payment pursuant to Section 5.2 shall rank subordinate and junior in right of payment to any principal,
        interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of the Corporate Taxpayer and its Subsidiaries (such obligations, “Senior Obligations”) and shall rank pari passu with all
        current or future unsecured obligations of the Corporate Taxpayer and its Subsidiaries that are not Senior Obligations.  For the avoidance of doubt, notwithstanding the above, the determination of whether it is a breach of this Agreement if the
        Corporate Taxpayer fails to make any Tax Benefit Payment or other payment under this Agreement when due is governed by Section 4.3(b). To the extent that any payment under this Agreement is not permitted to be made at the time payment is
        due as a result of this Section 5.1 and the terms of the agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the TRA Holders and the Corporate Taxpayer shall make such payments at
        the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations.

    

    

    Section 5.2          Late
          Payments by the Corporate Taxpayer.  The amount of all or any portion of any Tax Benefit Payment, Early Termination Payment or any other payment under this Agreement not made to any TRA Holder when due under the terms of this Agreement shall
        be payable together with any interest thereon, computed at the Default Rate  (or, if so provided in Section 4.3(b), at the Agreed Rate) and commencing from the date on which such Tax Benefit Payment, Early Termination Payment or any other
        payment under this Agreement was due and payable.

    

    

    
      17

      
        


    

    ARTICLE VI

    NO DISPUTES; CONSISTENCY; COOPERATION

    

    

    Section 6.1         Participation






          in the Corporate Taxpayer’s and OneWater LLC’s Tax Matters.  Except as otherwise provided herein or in the OneWater LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning
        the Corporate Taxpayer and OneWater LLC, including without limitation preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to Taxes.  Notwithstanding the foregoing, the Corporate Taxpayer shall
        notify each Agent of, and keep each Agent reasonably informed with respect to, the portion of any audit, examination, or any other administrative or judicial proceeding (a “Tax Proceeding”) of the Corporate Taxpayer or OneWater LLC by a
        Taxing Authority the outcome of which is reasonably expected to materially affect the rights of the TRA Holders under this Agreement, and shall provide each Agent with reasonable opportunity to provide information and other input to the Corporate
        Taxpayer, OneWater LLC and their respective advisors concerning the conduct of any such portion of a Tax Proceeding; provided, however, that the Corporate Taxpayer shall use commercially reasonable efforts to not settle or otherwise resolve
        any part of a Tax Proceeding described in the previous clause that relates to a Basis Adjustment or the deduction of Imputed Interest (and, in each case, that is reasonably expected to have a material effect on the TRA Holders’ rights under this
        Agreement) without the consent of the relevant Agent or the Majority TRA Holders, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that the Corporate Taxpayer and OneWater LLC shall not be required
        to take any action, or refrain from taking any action, that is inconsistent with any provision of the OneWater LLC Agreement.

    

    

    Section 6.2         Consistency. 






        Unless otherwise required by applicable law, the Corporate Taxpayer and each of the TRA Holders agree to report, and to cause their respective Subsidiaries to report, for all purposes, including U.S. federal, state and local Tax purposes and
        financial reporting purposes, all Tax-related items (including, without limitation, the Basis Adjustments and each Tax Benefit Payment), but, for financial reporting purposes, only in respect of items that are not explicitly characterized as
        “deemed” or in a similar manner by the terms of this Agreement, in a manner consistent with the description of any Tax characterization herein (including as set forth in  Section 2.2(b) and Section 3.1(b) and any Schedule required
        to be provided by or on behalf of the Corporate Taxpayer under this Agreement, as finally determined pursuant to Section 2.3).  If the Corporate Taxpayer and any TRA Holder, for any reason, are unable to successfully resolve any
        disagreement concerning such treatment within thirty (30) calendar days, the Corporate Taxpayer and such TRA Holder shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9,
        as applicable.

    

    

    Section 6.3          Cooperation. 






        Each TRA Holder shall (i) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or
        appropriate under this Agreement, preparing any Tax Return or contesting or defending any Tax Proceeding, (ii) make itself available to the Corporate Taxpayer and its representatives to provide explanations of documents and materials and such other
        information as the Corporate Taxpayer or its representatives may reasonably request in connection with any of the matters described in clause (i) above, and (iii) reasonably cooperate in connection with any such matter.  The Corporate Taxpayer
        shall reimburse each TRA Holder for any reasonable third-party costs and expenses incurred pursuant to this Section 6.3.

    

    

    
      18

      
        


    

    ARTICLE VII

    MISCELLANEOUS 

    

    

    Section 7.1          Notices. 






        Any notice or other communication hereunder must be given in writing and (a) delivered in person, (b) transmitted by facsimile, by telecommunications mechanism or electronically or (c) mailed by certified or registered mail, postage prepaid,
        receipt requested at the addresses below or to such other address or to such other Person as any party shall have last designated by such notice to the other parties.  Each such notice or other communication shall be effective (i) if given by
        telecommunication or electronically, when transmitted to the applicable number or email address so specified in (or pursuant to) this Section 7.1 and an appropriate answerback is received or, if transmitted after 4:00 p.m. local time on a
        Business Day in the jurisdiction to which such notice is sent or at any time on a day that is not a Business Day in the jurisdiction to which such notice is sent, then on the immediately following Business Day, (ii) if given by mail, on the first
        Business Day in the jurisdiction to which such notice is sent following the date three days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, on the
        Business Day when actually received at such address or, if not received on a Business Day, on the Business Day immediately following such actual receipt:

    

    

    	 	
            If to the Corporate Taxpayer, to:

          	 
	 	 	 	 
	 	 	
            One Water Marine Holdings, LLC

          	 
	 	 	
            6275 Lanier Islands Parkway

          	 
	 	 	
            Buford, GA 30518

          	 
	 	 	
            Attention: Jack Ezzell, CFO

          	 
	 	 	
            Email:

            

          	 
	 	 	 	 
	 	
            with a copy (which shall not constitute notice to the Corporate Taxpayer) to:

          	 
	 	 	 	 
	 	 	
            Vinson & Elkins L.L.P.

          	 
	 	 	
            2001 Ross Avenue, Suite 3900

          	 
	 	 	
            Dallas, TX 75201

          	 
	 	 	
            Attention: [Peter Marshall]

          	 
	 	 	
            Email:

          	 


    

    

    
      19

      
        


    

    	 	
            If to the Goldman/Beekman Agent, to:

          
	 	 	 
	 	
            [●]

          	 
	 	
            [●]

          	 
	 	
            [●]

          	 
	 	
            Facsimile: [●]

          	 
	 	
            Attention: [●]

          	 
	 	 	 
	 	
            If to the Agent other than the Goldman/Beekman Agent, to:

          
	 	 	 
	 	
            [●]

          	 
	 	
            [●]

          	 
	 	
            [●]

          	 
	 	
            Facsimile: [●]

          	 
	 	
            Attention: [●]

          	 


    

    

    If to a TRA Holder, other than an Agent, that is or was a member in OneWater LLC, to:

    

    

    The address set forth in the records of OneWater LLC.

    

    

    Section 7.2          Counterparts. 






        This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other
        parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission or otherwise (including an electronically executed signature page) shall be as
        effective as delivery of a manually signed counterpart of this Agreement.

    

    

    Section 7.3         Entire
          Agreement; No Third Party Beneficiaries.  This Agreement and the agreements referred to herein constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to
        the subject matter hereof.  This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall
        confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided in Section 3.3.

    

    

    Section 7.4          Governing
          Law.  This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would
        mandate the application of the laws of another jurisdiction.

    

    

    Section 7.5          Severability. 






        If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
        economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
        parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally
        contemplated to the greatest extent possible.

    

    

    
      20

      
        


    

    Section 7.6           Successors;






          Assignment.

    

    

    (a)        No TRA Holder may
        assign this Agreement to any Person without the prior written consent of the Corporate Taxpayer; provided, however, that:

    

    

    (i)         to
        the extent Units are transferred in accordance with the terms of the OneWater LLC Agreement (except pursuant to the Redemption Right or Call Right), the transferring TRA Holder shall have the option to assign to the transferee of such Units the
        transferring TRA Holder’s rights under this Agreement with respect to such transferred Units without the prior written consent of the Corporate Taxpayer, provided that, such transferee or such Affiliate, as applicable, has executed and
        delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, and
        provided, further, that, for the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA
        Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Redemption of, such Units; and

    

    

    (ii)         the






        right to receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person
        or Persons with the prior written consent of the Corporate Taxpayer (not to be unreasonably withheld, conditioned or delayed) as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a
        joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.13.

    

    

    (b)         The Person designated
        as the Agent other than the Goldman/Beekman Agent may not be changed without the prior written consent of the Corporate Taxpayer and the Majority TRA Holders (for this purpose, calculated by excluding Goldman and Beekman, their Affiliates and each
        of their assignees).

    

    

    (c)          Except as otherwise
        specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors,
        administrators and legal representatives.  The Corporate Taxpayer shall cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate
        Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.

    

    

    
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    Section 7.7          Amendments. 






        No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporate Taxpayer, the Majority TRA Holders and, for so long as Goldman or Beekman hold an interest herein, Goldman and Beekman; provided,
        however, that no such amendment shall be effective if such amendment would have a disproportionate effect on the payments certain TRA Holders will or may receive under this Agreement unless all such disproportionately affected TRA Holders consent
        in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the relevant Agent, in the case of provisions relating to such Agent, or in the case of any other provision, by the party
        against whom the waiver is to be effective.

    

    

    Section 7.8          Titles and
          Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

    

    

    Section 7.9           Resolution






          of Disputes.

    

    

    (a)         Any and all disputes
        which are not governed by Section 7.10, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement
        (including the validity, scope and enforceability of this Section 7.9 and Section 7.10) (each a “Dispute”) shall be governed by this Section 7.9.  The parties hereto shall attempt in good faith to resolve all Disputes
        by negotiation.  If a Dispute between the parties hereto cannot be resolved in such manner, such Dispute shall be finally settled by arbitration conducted by a single arbitrator in accordance with the then-existing rules of arbitration of the
        American Arbitration Association. If the parties to the Dispute fail to agree on the selection of an arbitrator within ten (10) calendar days of the receipt of the request for arbitration, the American Arbitration Association shall make the
        appointment. The arbitrator shall be a lawyer admitted to the practice of law in a U.S. state, or a nationally recognized expert in the relevant subject matter, and shall conduct the proceedings in the English language.  Performance under this
        Agreement shall continue if reasonably possible during any arbitration proceedings.  In addition to monetary damages, the arbitrator shall be empowered to award equitable relief, including an injunction and specific performance of any obligation
        under this Agreement.  The arbitrator is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute.  The award
        shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal.  Judgment upon any award may be entered and enforced in any court having jurisdiction over a
        party or any of its assets.

    

    

    (b)        Notwithstanding the
        provisions of Section 7.9(a), the Corporate Taxpayer may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an
        arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this Section 7.9(b), each Agent and each TRA Holder (i) expressly consents to the application of Section 7.9(c) to any such action or proceeding,
        (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Corporate Taxpayer as
        agent of such party for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such party in writing of any such service of process, shall be deemed in every
        respect effective service of process upon such party in any such action or proceeding.

    

    

    
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    (c)        EACH PARTY HEREBY
        IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURTS LOCATED IN DELAWARE FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 7.9 OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN
        ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT.  Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial
        relief in aid of arbitration, or to confirm an arbitration award.  The parties acknowledge that the fora designated by this Section 7.9(c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

    

    

    (d)        The parties hereby
        waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in Section






          7.9(c) and such parties agree not to plead or claim the same.

    

    

    Section 7.10        Reconciliation. 






        In the event that any Agent and the Corporate Taxpayer are unable to resolve a disagreement with respect to the calculations required to produce the schedules described in Section 2.3, Section 4.4 and Section 6.2 (but not,
        for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted
        for determination to the Expert.  The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Agent agree otherwise, the Expert shall not, and the firm that employs the
        Expert shall not, have any material relationship with the Corporate Taxpayer or such Agent or other actual or potential conflict of interest.  If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the
        respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the American Arbitration Association.  The Expert shall resolve (a) any matter relating to the Tax Attribute Schedule or an amendment thereto or the Early
        Termination Schedule or an amendment thereto within thirty (30) calendar days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days, and (c) any matter related to treatment of any
        tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable after such matter has been submitted to the Expert for resolution.  Notwithstanding the
        preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, any portion of such
        payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution.  The costs and expenses relating to
        the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer except as provided in the next sentence.  The Corporate Taxpayer and such Agent shall each bear its own costs and expenses of such proceeding, unless
        (i) the Expert adopts such Agent’s position (as determined by the Expert), in which case the Corporate Taxpayer shall reimburse such Agent for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts the
        Corporate Taxpayer’s position (as determined by the Expert), in which case such Agent shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding.  Any dispute as to whether a dispute is a
        Reconciliation Dispute within the meaning of this Section 7.10 shall be decided by the Expert.  The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.10 shall
        be binding on the Corporate Taxpayer and its Subsidiaries, the Agents, and the TRA Holders and may be entered and enforced in any court having jurisdiction.

    

    

    
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    Section 7.11       Withholding. 






        The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code
        or any provision of U.S. federal, state, local or non-U.S. tax law; provided, that the Corporate Taxpayer and each TRA Holder shall cooperate to reduce or eliminate any such deduction or withholding, including by providing or obtaining any
        certificates or other documentation that would reduce or eliminate any such deduction or withholding to the extent such party is legally entitled to do so.  To the extent that amounts are so withheld and paid over to the appropriate Taxing
        Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the relevant TRA Holder.

    

    

    Section 7.12         Admission
          of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.

    

    

    (a)        If the Corporate
        Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding
        provisions of U.S. state or local Tax law, then, subject to the application of the Valuation Assumptions upon a Change of Control: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit
        Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

    

    

    (b)       If the Corporate
        Taxpayer (or any other entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder), OneWater LLC or any other entity treated as holding a Reference Asset hereunder (a “Transferor”) transfers one or more
        Reference Assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) with which the Transferor does not file a consolidated Tax Return pursuant to Section 1501 of the Code, in a transaction that is wholly
        or partially exempt from tax, the Transferor, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity)
        due hereunder, shall be treated as having disposed of such Reference Assets in a fully taxable transaction on the date of such contribution.  The consideration deemed to be received by the Transferor with respect to the non-taxable portion of such
        transfer shall be equal to the fair market value of the transferred Reference Assets, plus, without duplication, (i) the amount of debt to which any Reference Asset is subject, in the case of a transfer of an encumbered Reference Asset or (ii) the
        amount of debt allocated to any such Reference Asset, in the case of a contribution of a partnership interest. For purposes of this Section 7.12(b), a transfer of a partnership interest shall be treated as a transfer of the Transferor’s
        share of each of the assets and liabilities of that partnership.

    

    

    
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    Section 7.13         Confidentiality.

    

    

    (a)        Each Agent, each TRA
        Holder and each of such TRA Holder’s assignees acknowledges and agrees that the information of the Corporate Taxpayer is confidential and, except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as
        required by law or legal process or to enforce the terms of this Agreement, such Person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporate
        Taxpayer and its Affiliates and successors, concerning OneWater LLC and its Affiliates and successors or the TRA Holders, learned by any Agent or any TRA Holder heretofore or hereafter; provided that, for the avoidance of doubt, any Agent may
        disclose information received by it in the ordinary course of such Agent’s duties as Agent to the TRA Holders for which it is the Agent.  This Section 7.13 shall not apply to (i) any information that has been made publicly available by the
        Corporate Taxpayer or any of its Affiliates, becomes public knowledge (except as a result of an act of an Agent or a TRA Holder in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information
        (A) as may be proper in the course of performing such TRA Holder’s obligations, or monitoring or enforcing such TRA Holder’s rights, under this Agreement, (B) as part of such TRA Holder’s normal reporting, rating or review procedure (including
        normal credit rating and pricing process), or in connection with such TRA Holder’s or such TRA Holder’s Affiliates’ normal fund raising, financing, marketing, informational or reporting activities, or to such TRA Holder’s (or any of its
        Affiliates’) or its direct or indirect owners or Affiliates, auditors, accountants, employees, attorneys or other agents, (C) to any bona fide prospective assignee of such TRA Holder’s rights under this Agreement, or prospective merger or other
        business combination partner of such TRA Holder, provided that such assignee or merger partner agrees to be bound by the provisions of this Section 7.13, (D) as is required to be disclosed by order of a court of competent
        jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation; provided that any TRA Holder required to make any such disclosure to the extent legally permissible shall
        provide the Corporate Taxpayer prompt notice of such disclosure, or to regulatory authorities or similar examiners conducting regulatory reviews or examinations (without any such notice to the Corporate Taxpayer), or (E) to the extent necessary for
        a TRA Holder or its direct or indirect owners to prepare and file its Tax Returns, to respond to any inquiries regarding such Tax Returns from any Taxing Authority or to prosecute or defend any Tax Proceeding with respect to such Tax Returns. 
        Notwithstanding anything to the contrary herein, each Agent (and each employee, representative or other agent of such Agent or its assignees, as applicable) and each TRA Holder and each of its assignees (and each employee, representative or other
        agent of such TRA Holder or its assignees, as applicable) may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the Corporate Taxpayer, OneWater LLC, the Agents, the TRA Holders and their
        Affiliates, and any of their transactions, and all materials of any kind (including opinions or other Tax analyses) that are provided to the Agents or any TRA Holder relating to such Tax treatment and Tax structure.

    

    

    
      25

      
        


    

    (b)          If an Agent or an
        assignee or a TRA Holder or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.13, the Corporate Taxpayer shall have the right and remedy to have the provisions of this Section 7.13
        specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable
        injury to the Corporate Taxpayer or any of its Subsidiaries or the TRA Holders and that money damages alone shall not provide an adequate remedy to such Persons.  Such rights and remedies shall be in addition to, and not in lieu of, any other
        rights and remedies available at law or in equity.

    

    

    Section 7.14      No More
          Favorable Terms.  None of the Corporate Taxpayer nor any of its Subsidiaries shall enter into any additional agreement providing rights similar to this Agreement to any Person (including any agreement pursuant to which the Corporate Taxpayer
        is obligated to pay amounts with respect to tax benefits resulting from any increases in Tax basis, net operating losses or other tax attributes to which the Corporate Taxpayer becomes entitled as a result of a transaction) if such agreement
        provides terms  that are more favorable to the counterparty under such agreement than those provided to the TRA Holders under this Agreement; provided, however, that the Corporate Taxpayer (or any of its Subsidiaries) may enter into such an
        agreement if this Agreement is amended to make such more favorable terms available to the TRA Holders.

    

    

    Section 7.15        Change in
          Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a TRA Holder reasonably believes that the existence of this Agreement (a) could cause income (other than income arising from
        receipt of a payment under this Agreement) recognized by such TRA Holder upon any Redemption that as of the date of this Agreement would be treated as capital gain to instead be treated as ordinary income or to be otherwise taxed at ordinary income
        rates for U.S. federal income tax purposes or (b) would have other material adverse tax consequences to such TRA Holder and/or its direct or indirect owners, then, in either case, at the election of such TRA Holder and to the extent specified by
        such TRA Holder, this Agreement (i) shall cease to have further effect, (ii) shall not apply to an Redemption by such TRA Holder occurring after a date specified by it, or (iii) shall otherwise be amended in a manner determined by such TRA Holder
        to waive any benefits to which such TRA Holder would otherwise be entitled under this Agreement, provided that such amendment shall not result in an increase in or acceleration of payments under this Agreement at any time as compared to the amounts
        and times of payments that would have been due in the absence of such amendment.

    

    

    Section 7.16     Several
          Obligations. Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that (i) the representations and warranties of each TRA Holder made in this Agreement are being made on a several, and not joint, basis, (ii)
        the obligations of each TRA Holder under this Agreement are several obligations of each of them, and (iii) no TRA Holders shall have any liability for the breach of any representation, warranty, covenant, or obligation by any other TRA Holder.

    

    

    [Signature Page Follows]

    

    

    
      26

      
        


    

    IN WITNESS WHEREOF, the Corporate Taxpayer, the Agents, and the TRA Holders have duly executed this Agreement as of the date first written above.

    

    

    	 	
            THE CORPORATE TAXPAYER:

          
	 	 	 	 
	 	
            [●].

          	 	 
	 	 	 	 
	 	
            By:

          	 
	 	 	
            Name:

          	 
	 	 	
            Title:

          	 


    

    

    	 	
            AGENTS:

          	 
	 	 	 	 
	 	
            [●]

          	 	 
	 	 	 	 
	 	
            By:

          	 
	 	 	
            Name:

          	 
	 	 	
            Title:

          	 


    

    

    	 	
            [●]

          	 	 
	 	 	 	 
	 	
            By:

          	 
	 	 	
            Name:

          	 
	 	 	
            Title:

          	 


    

    

    [The signatures of the TRA Holders are attached in Schedule A.]

     

    

    
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    SCHEDULE A

    TRA HOLDERS

    

    

    

  

  Schedule A-1