Exhibit 10.39

  

  

  
    SECOND AMENDMENT TO SEVENTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT AND JOINDER AGREEMENT

    

    

    THIS SECOND AMENDMENT TO SEVENTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT AND JOINDER AGREEMENT (this “Amendment”) dated as of April 1, 2022, is made to that certain SEVENTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT dated as of December 29, 2021, among WELLS
      FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“CDF”) as Agent (in such capacity as agent, the “Agent”) for the several financial institutions that may from time to time become party thereto (collectively, “Lenders” and individually, each a “Lender”) and Dealers that may from time to time become
      party thereto (collectively, “Dealers” and individually, each a “Dealer”) (as amended, restated, supplemented or otherwise modified, the “IFA”). All capitalized terms not
      otherwise defined in this Amendment shall have the respective meanings assigned to them in the IFA.

     

    Recitals

     

    A.          Yachting Assets & Operations,
        LLC (“YAO” or “New
          Dealer”) is acquiring or has acquired all or substantially all of the assets of Denison New Yachts LLC, a Florida limited liability company (“DNY”), Denison Advance LLC, a Florida limited liability company (“DA”), Denison Yacht Management,
        LLC, a Florida limited liability company (“DYM,”) Concierge Closings, Inc., a Florida corporation (“CC”), Denison Yacht Sales, Inc., a California corporation (“DYS”), Blue Pacific Yachting, a California corporation (“BPY”), and Denison Yachting Insurance
        Services LLC, a California limited liability company (“DYIS,” and together with DNY, DA, DYM, CC, DYS, and BPY, the “Sellers,” and each a “Seller”)
        and 100% of the issued and outstanding Equity Interests of Denison Yachting LLC, a Delaware limited liability company (“DY”) from
        Robert Denison and Nereus Dastur (collectively, the “Owners,” and each an “Owner”), pursuant to that certain Asset Purchase Agreement (the “APA”),
        dated as of March 1, 2021, by and among YAO, Sellers and Owners (such acquisition, the “Denison Acquisition”).

     

    B.          In connection with the Denison
        Acquisition, YAO has formed the following additional subsidiaries: All Oceans Closings, LLC, a Delaware limited liability company, and Yachting Partners, a Delaware general partnership (collectively, the “YAO Subsidiaries”).

     

    C.          YAO and the YAO Subsidiaries each
        constitute an Acquisition Subsidiary. Notwithstanding the terms of Section 7(b)(xv) of the IFA, which provide that YAO and the YAO Subsidiaries need not be
        joined to the IFA until thirty (30) days from the date of their formation (or such later date as Agent may agree to in its Permitted Discretion), Dealers desire that YAO be joined to the IFA and other Loan Documents as of the date hereof. Upon
        giving effect to the joinder of YAO, Section 25 of the IFA shall be deemed updated to include YAO as a “Dealer” thereunder. Such joinder does not require any Lender’s consent.  To the extent Agent requires the joinder
        of the YAO Subsidiaries, such joinder shall occur at a later date mutually agreed to by Agent and Dealers.

     

    D.          Upon the execution and delivery of
        this Amendment, YAO shall be joined as a Dealer under the IFA as set forth in and subject to the terms and conditions of this Amendment.

     

    Agreement

     

    NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein and in the IFA the receipt and sufficiency of which is
      hereby acknowledged, the parties hereto agree as follows:

     

    
      1

      
        


    

    1.          Amendment to IFA.

     

    
      	 	
              a.

            	
              In connection with the joinder set forth in Section 2 below, Section 25 of the IFA shall be deemed supplemented to include Yachting Assets & Operations, LLC, a Delaware limited liability company, as a “Dealer” thereunder,
                and shall read in full as follows:

            


       

      

    

    “25.          List of Dealers. The following persons are
        parties to this Agreement as Dealers:

    

    	
            DEALER NAME

          	

          	
            TYPE OF ENTITY

          	

          	
            JURISDICTION

          
	 	 	 	 	 
	
            Legendary Assets & Operations, LLC

          	 	
            Limited liability company

          	 	
            FL

          
	 	 	 	 	 
	
            Singleton Assets & Operations, LLC

          	 	
            Limited liability company

          	 	
            GA

          
	 	 	 	 	 
	
            South Florida Assets & Operations, LLC

          	 	
            Limited liability company

          	 	
            FL

          
	 	 	 	 	 
	
            Midwest Assets & Operations, LLC

          	 	
            Limited liability company

          	 	
            DE

          
	 	 	 	 	 
	
            South Shore Lake Erie Assets & Operations, LLC

          	 	
            Limited liability company

          	 	
            DE

          
	 	 	 	 	 
	
            Bosun’s Assets & Operations, LLC

          	 	
            Limited Liability company

          	 	
            DE

          
	 	 	 	 	 
	
            Norfolk Marine Company

          	 	
            Corporation

          	 	
            VA

          
	 	 	 	 	 
	
            Central Assets & Operations, LLC

          	 	
            Limited liability company

          	 	
            DE

          
	 	 	 	 	 
	
            T-H Marine Supplies, LLC

          	 	
            Limited liability company

          	 	
            DE

          
	 	 	 	 	 
	
            CMC Marine, LLC

          	 	
            Limited liability company

          	 	
            DE

          
	 	 	 	 	 
	
            Innovative Plastics, LLC

          	 	
            Limited liability company

          	 	
            DE

          
	 	 	 	 	 
	
            Quality Assets & Operations, LLC

          	 	
            Limited liability company

          	 	
            DE

          
	

          	

          	

          	

          	

          
	
            Yachting Assets & Operations, LLC

          	

          	
            Limited liability company

          	

          	
            DE”

          


     

    2.          Joinder of New Dealer. The New Dealer hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Dealer will be deemed to be a party to the IFA and a
        “Dealer” for all purposes of the IFA and shall have all of the obligations of a Dealer thereunder as if it had executed the IFA. The New Dealer hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and
        conditions applicable to the Dealers contained in the IFA. The New Dealer hereby restates all representations and warranties of Dealers under the IFA as if each representation and warranty contained therein is, contemporaneously herewith, issued
        by, and relates to New Dealer, individually and jointly. The New Dealer hereby confirms the grant to the Agent set forth in the IFA of, and does hereby grant to the Agent a security interest in, all of New Dealer’s right, title and interest in and
        to all Collateral to secure the Obligations, in each case, whether now or hereafter existing or in which the New Dealer now has or hereafter acquires an interest and wherever the same may be located. Without limiting the generality of the foregoing
        terms of this Section 2, the New Dealer hereby, jointly and severally together with the other Dealers, agrees to be bound by and perform the Obligations
        strictly in accordance with the terms thereof.  Unless the New Dealer and CDF otherwise mutually agree in writing, any financing transactions previously entered into between the New Dealer and CDF and currently in effect on the date hereof shall
        henceforth be governed by the terms and conditions of the IFA.

     

    
      2

      
        


    

    3.          Ratification.

     

    a.    Each Dealer hereby ratifies and
        confirms the IFA as amended hereby and each other Loan Document executed by such Dealer in all respects.  All terms and provisions of the Loan Documents not specifically amended by this Amendment shall remain unchanged and in full force and effect.

     

    b.    Each Guarantor hereby (i) ratifies and
        confirms each of such Guarantor’s Guaranty, including, without limitation, that certain (A) the Eighth Amended and Restated Collateralized Guaranty dated December 29, 2021 executed by Holdings in favor of Agent, (B) Sixth Amended and Restated
        Collateralized Guaranty dated December 29, 2021 executed by Parent in favor of Agent, (C) Second Amended and Restated Collateralized Guaranty dated December 29, 2021 by PubCo in favor of Agent, (D) Fourth Amended and Restated Guaranty dated
        December 29, 2021 executed by Philip Austin Singleton, Jr. in favor of Agent, and (E) Fourth Amended and Restated Guaranty dated December 29, 2021 executed by Anthony Aisquith in favor of Agent (each such guaranty referred to in clauses (A) through (E) above, a “Guaranty,” and collectively, the “Guaranties”), and
        each other Loan Document executed by such party in all respects, (ii) agrees such Guaranty and each other Loan Document executed by such party shall remain in full force and effect, (iii) agrees that all of Dealers’ obligations under the IFA and
        other Loan Documents are guaranteed by such Guarantor, and (iv) represents and covenants to and with Agent that such Guarantor has no defense, claim, right of recoupment, or right of offset against Agent under such Guaranty.

     

    4.          References. Each reference in the Loan Documents to the IFA shall be deemed to refer to the IFA as amended by this Amendment.

     

    5.          Conditions Precedent to Effectiveness of Amendment.  This Amendment shall not be effective unless and until each of the following conditions precedent has been satisfied or waived in the
        [Permitted Discretion] of Agent:

     

    
      	 	
              a.

            	
              Agent shall have received a copy of this Amendment, duly executed by Dealers and Guarantors.

            


    

    

    

    
      	 	
              b.

            	
              Agent shall have received any and all fees payable to Agent by Dealers and Guarantors in connection with this Amendment and the transactions contemplated
                hereby.

            


    

    

    

    
      	 	
              c.

            	
              Agent shall have received a (i) manager’s or secretary’s certificate related to YAO certifying as to YAO’s organizational documents, resolutions authorizing
                its entry into the Agreement and other Loan Documents as a Dealer, good standing, and officer in incumbency, and (ii) any Know Your Customer or Dealer application documentation it may request.

            


    

    

    

    
      	 	
              d.

            	
              Agent shall have received a copy of a legal opinion from counsel to YAO in form and substance acceptable to the Agent in its Permitted Discretion.

            


    

    

    

    
      	 	
              e.

            	
              Agent shall have received Payoff Letters (as defined in the APA) for all Indebtedness of the Sellers unless otherwise agreed to by Agent in its sole
                discretion.

            


    

    

    

    
      3

      
        


    

    
      	 	
              f.

            	
              Agent shall have received copies of the APA and any other material agreements, instruments, or other documents related to the Denison Acquisition as may be
                requested by Agent or otherwise required to be delivered to Agent pursuant to the IFA.

            


    

    

    

    6.          Post-Close Covenants. Within the time set forth below (or such later date as Agent may agree to in writing in its sole discretion), Dealers shall, or shall cause to be, delivered to Agent
        the following, each in form and substance acceptable to Agent:

     

    
      	 	
              a.

            	
              Within thirty (30) days of the date hereof, (i) an agreement from the landlord of (A) Harbor Town Marina, 823 NE 3rd St. Dania, Florida, and (B)
                2140 Westlake Ave N, Suite 200, Seattle, WA 98019, in each case, subordinating such landlord’s Lien in the Collateral to the Lien of Agent, and (ii) a vehicle certification for YAO for the State of California; and

            


    

     

    
      	 	
              b.

            	
              Within five (5) days of the date hereof, an insurance certificate for YAO evidencing coverage of the locations acquired as part of the Denison Acquisition.

            


    

    

    

    7.          Default. Dealers and Guarantors hereby acknowledge and agree that a breach of any of the post-close covenants set forth in Section 6 hereof shall constitute a Default under the IFA and other Loan Documents, unless such post-close covenants or any Default occurring thereunder is waived in writing by Agent in its sole discretion.

     

    8.          Release. In consideration of the agreements of Agent and Lenders contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged, each Guarantor and each Dealer (collectively, the “Releasors”), on behalf of itself and its successors, assigns,
        and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, each of their successors and assigns, each of their respective affiliates, and their respective
        affiliates’ present and former shareholders, members, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other Persons being hereinafter referred to
        collectively as the “Releasees,” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all
        other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually a “Claim” and
        collectively, “Claims”) of every name and nature, either known or unknown, both at law and in equity, which Releasors, or any of
        them, or any of their successors, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which
        arises at any time on or prior to the date hereof, including, without limitation, for or on the account of, or in relation to, or in any way in connection with the IFA, or any of the other Loan Documents, including, without limitation, the
        Guaranties, or transactions thereunder or related thereto.

     

    9.          Governing Law. This Amendment shall be governed by the internal laws of the State of Illinois without reference to the conflicts of laws principles thereof.

     

    10.          Assignment. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their participants, successors and assigns.

     

    
      4

      
        


    

    11.          Counterparts. This Amendment may be executed in any number of counterparts, each of which counterparts, once they are executed and delivered, shall be deemed to be an original and all of
        which counterparts, taken together, shall constitute but one and the same agreement.  This Amendment may be executed by any party to this Amendment by original signature or facsimile signature.

     

    [Signature pages follow]

     

    
      5

      
        


    

    
    
      IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.

       

      	
              ONEWATER MARINE INC.

            	

            
	
              ONE WATER MARINE HOLDINGS, LLC, and

            	

            
	
              ONE WATER ASSETS & OPERATIONS, LLC

            	

            
	 	 	

            
	
              By:

            	
              /s/ Philip Austin Singleton, Jr.

            	

            
	
              Name:

            	
              Philip Austin Singleton, Jr.

            	

            
	
              Title:

            	
              Chief Executive Officer

            	

            


      

      

      	
              LEGENDARY ASSETS & OPERATIONS, LLC,

            	

            
	
              SINGLETON ASSETS & OPERATIONS, LLC,

            	

            
	
              SOUTH FLORIDA ASSETS & OPERATIONS, LLC,

            	

            
	
              MIDWEST ASSETS & OPERATIONS, LLC,

            	

            
	
              SOUTH SHORE LAKE ERIE ASSETS & OPERATIONS, LLC, 

              

            	

            
	
              BOSUN’S ASSETS & OPERATIONS, LLC, and

            	

            
	
              YACHTING ASSETS & OPERATIONS, LLC

            	

            
	 	 	

            
	
              By:

            	
              /s/ Philip Austin Singleton, Jr.

            	

            
	
              Name:

            	
              Philip Austin Singleton, Jr.

            	

            
	
              Title:

            	
              Manager

            	

            


      

      

      	
              NORFOLK MARINE COMPANY

            
	 	

            
	
              By:  

              

            	/s/ Jack Ezzell	

            
	
              
                Name: Jack Ezzell

              

            	

            
	
              Title: Treasurer

            	

            


      

      

      	
              CENTRAL ASSETS & OPERATIONS, LLC

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

            
	 	 
	 	
              By: One Water Marine Holdings, LLC, the Managing Member

            
	 	 
	 	
              By: /s/ Philip Austin Singleton, Jr.

            	

            
	 	
              Name: Philip Austin Singleton, Jr.

            
	 	
              Title: Chief Executive Officer

            


      

      

      
        
          [Signature Page to the Second Amendment to 7th A&R IFA and Joinder Agreement]

        

      

      

      

      
        
          


      

      
        	
                CMC MARINE, LLC,

              
	
                INNOVATIVE PLASTICS, LLC

              
	

              	

              
	
                By:

              	
                T-H Marine Supplies, LLC,

              
	 	
                a Delaware limited liability company, its Manager

              


        

        

        	

              	
                By:  

                

              	 /s/ Philip Austin Singleton, Jr.	 
	

              	
                Name: Philip Austin Singleton, Jr.

              
	

              	
                Title: Manager

              


        

        

        	
                T-H MARINE SUPPLIES, LLC

              	 
	 	 
	
                By:   

                  

              	/s/ Philip Austin Singleton, Jr.	 
	
                Name: Philip Austin Singleton, Jr.

              	 
	
                Title: Manager

              	 


        

        

      

      	
              QUALITY ASSETS & OPERATIONS, LLC

            	

            
	

            	

            	

            
	
              By:

            	
              /s/ Philip Austin Singleton, Jr.

            	

            
	
              Name:

            	
              Philip Austin Singleton, Jr.

            	

            
	
              Title:

            	
              Manager

            	

            


      

      

      	
              /s/ Philip Austin Singleton, Jr.

            	

            	
              /s/ Anthony Aisquith

            
	

            	

            	

            
	
              Philip Austin Singleton, Jr., as Guarantor

            	

            	
              Anthony Aisquith, as Guarantor

            


      

      

      
        
          
            [Signature Page to the Second Amendment to 7th A&R IFA and Joinder Agreement]

          

           

          

        

      

      
        
          


      

      	
              WELLS FARGO COMMERCIAL DISTRIBUTION

            
	
              FINANCE, LLC, as Agent and Lender

            
	 	 	 
	
              By:

            	
              /s/ Thomas M. Adamski

            	 
	
              Name:

            	
              Thomas M. Adamski

            	 
	
              Title:

            	
              VP Credit

            	 


      

      

      
        
          [Signature Page to the Second Amendment to 7th A&R IFA and Joinder Agreement]