SUPPLY AGREEMENT

between

Malibu Boats, LLC

and

General Motors LLC

Index

DEFINITIONS AND INTERPRETATION

SUPPLY AND PURCHASE

MANUFACTURE

AFTERSALES

FORECAST AND ORDERING PROCEDURE

TITLE AND RISK OF LOSS; LABELING, PACKAGING AND

DELIVERY/SHIPPING

PRICING

PAYMENT

ENGINE CHANGES

EXPORT CONTROL LAWS

WARRANTIES; LIMITATION OF LIABILITY

CLAIMS

FIELD ACTIONS; PRODUCT LIABILITY; INDEMNIFICATION AND

INSURANCE

FORCE MAJEURE

TERM AND TERMINATION

TRADEMARKS, INTELLECTUAL PROPERTY RIGHTS

CONFIDENTIALITY

NOTICES

AMENDMENTS

ASSIGNMENT; CHANGE OF CONTROL TERMINATION

SEVERABILITY

NO IMPLIED WAIVERS

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 2

NO AGENCY

GOVERNMENT APPROVALS

SET OFF

ENTIRE AGREEMENT

GOVERNING LAW, JURISDICTION; DISPUTE RESOLUTION

COUNTERPARTS

ST OF ENGINES AND SPECIFICATIONS

RICING PACKAGE

RICING

OTICE OF CHANGE PROCESS

TICES

SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT (“

Agreement

”) is made and entered into as of November 14,

2016 between

Malibu Boats, LLC

, a Delaware limited liability company (“

Buyer

”), and

General Motors LLC

, a Delaware limited liability company (“

Seller

”), each of Buyer and

Seller referred to individually as a “

Party

,” and collectively as the “

Parties

”.

PREMISE

Seller is engaged in the business of, among other things, designing, developing,

manufacturing, assembling, marketing and selling motor vehicles and other

products such as engines and related components, parts and/or accessories;

Buyer is engaged in the business of, among other things, manufacturing and selling

performance sport boats (“Boats”); and

Buyer desires to purchase from Seller, and Seller desires to manufacture and sell

to Buyer, Engines for use in Buyer’s Boats.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth

herein, the Parties agree as follows:

AGREEMENT

1. DEFINITIONS AND INTERPRETATION

1.1

Definitions

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 3

“

Affiliate

” of a Party means a Person directly or indirectly controlling or controlled by or

under direct common control with the Party. For purpose of this definition, “control”

means the direct or indirect ownership of at least twenty percent (20%) of the voting

rights (or their equivalent) of an entity or the rights to exercise management control.

“

Agreement

”

has the meaning set forth in the Introduction to this Agreement.

“

Boats

” has the meaning set forth in the Introduction to this Agreement.

“

Buyer

” means Malibu Boats, LLC.

“

Cancellation Notice

” has the meaning set forth in Section 2.6.

“

CCA

” has the meaning set forth in Section 4.

“

Confidential

Information

” has the meaning set forth in Section 17.1.

“

Claims

” has the meaning set forth in Section 13.7.

“

Discloser

” has the meaning set forth in Section 17.1.

“

EAR

” has the meaning set forth in Section 10.

“

Engines

” means the engines more particularly described in

Exhibit 2.1

, and as may be

changed from time to time according to the NOC Process.

“

Event of Force Majeure

” has the meaning set forth in Section 14.1.

“

Export Control Laws

” has the meaning set forth in Section 10.

“

Field Action

” means any recall, quality improvement, or service campaign to address a

quality issue that is systemic or common to a substantial number of Engines.

“

Field Issue

” means a systemic Engine quality issue that may result in a Field Action.

“

” means General Motors Company, a Delaware corporation and its successors.

“

Incoterms

” means the Incoterms published by the International Chamber of Commerce,

2010 Edition.

“

Indemnified Party

” has the meaning set forth in Section 13.7.

“

Intellectual Property

” means any letters patent, patented articles, patent applications,

designs, industrial designs, copyrights and copyrightable works, inventions whether or

not capable of protection by patent or registration, techniques, technical data and know-

how, whether registered or unregistered and including applications, registrations and

renewals in connection thereunder for the grant of any such assets or rights of the

foregoing descriptions and all rights or forms of protection having equivalent or similar

effect.

“

ITAR

” has the meaning set forth in Section 10.

“

Items

” has the meaning set forth in Section 10.

“

NOC Process

” has the meaning set forth in Section 9.2.

“

Party

” or “

Parties

” means individually or collectively the Seller and/or Buyer.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 4

“

Person

” means an individual, corporation, limited liability company, partnership,

limited partnership, syndicate, person, trust, association, or entity; or government,

political subdivision, agency, or instrumentality of a government.

“Pricing Package”

means the document issued annually by Seller and prepared for

Buyer that sets forth pricing (which pricing shall be subject to

Exhibit 7.1

), forecast,

shipping, payment, etc. requirements applicable to the Engines to be purchased by Buyer

for that calendar year. A representative Pricing Package is attached hereto as

Exhibit

2.2.

“

Recipient

” has the meaning set forth in Section 17.1.

“

Seller

” means General Motors LLC.

“

Service Parts

” means the components or parts that Buyer may purchase from time to

time for the purpose of servicing or repairing the Engines.

“

Term

” has the meaning set forth in Section 15.1.

1.2

Interpretations

In this Agreement, except to the extent that the context otherwise requires:

(a)

when a reference is made in this Agreement to a Section or Exhibit, such

reference is to a Section of, or an Exhibit to, this Agreement unless otherwise

indicated;

(b)

the table of contents and headings for this Agreement are for reference

purposes only and do not affect in any way the meaning or interpretation of

this Agreement;

(c)

whenever the words “include”, “includes” or “including” are used in this

Agreement, they are deemed to be followed by the words “without limitation”;

(d)

the words “hereof”, “herein” and “hereunder” and words of similar import,

when used in this Agreement, refer to this Agreement as a whole and not to

any particular provision of this Agreement;

(e)

all terms defined in this Agreement have the defined meanings when used in

any certificate or other document made or delivered pursuant hereto, unless

otherwise defined therein;

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 5

(f)

the definitions contained in this Agreement are applicable to the singular as

well as the plural forms of such terms;

(g)

any law defined or referred to herein or in any Agreement or instrument that

is referred to herein means such Law or statute as from time to time amended,

modified, or supplemented, including by succession of comparable successor

Laws;

(h)

references to a Person are also to its permitted successors and assigns; and

(i)

the use of “or” is not intended to be exclusive unless expressly indicated

otherwise.

SUPPLY AND PURCHASE

2.1

During the Term and subject to the terms and conditions of this Agreement, Seller

will sell to Buyer the Engines as described in

Exhibit 2.1

, as may be amended from

time-to-time, only for use in the Buyer’s Boats. Buyer agrees to submit Purchase

Orders, as provided in Section 5.3 of this Agreement, for purchases of Engines and,

so long as the Buyer is not in breach of

this Agreement, Seller agrees to accept such Purchase Orders and deliver Engines

pursuant to such Purchase Orders.

2.2 The operational and communication requirements between the Parties for the supply and

purchase of the Engines will be set forth in an annual Pricing Package (commencing with

the Pricing Package for Model Year 2019) and, from year-to-year will become part of this

Agreement. A representative Pricing Package is attached hereto as

Exhibit

2.2

and each

annual Pricing Package for Model Years 2020 to 2023 must be in substantially the same

form as the representative Pricing Package attached hereto, unless otherwise noted in

this Agreement or mutually agreed in writing by Buyer and Seller. References to dates in

Exhibit 2.2

are for illustrative purposes only. Each Pricing Package will be fixed for the

applicable model year and will govern until the Pricing Package for the following model

year becomes effective. Each Pricing Package will reflect the terms agreed to in

Exhibit

7.1

*****

. In the event of any inconsistencies, variances or disagreements between this

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 6

Agreement and the applicable Pricing Package, this Agreement shall govern and the terms

of this Agreement shall supersede any terms of the applicable Pricing Package.

2.3

It is anticipated that the annual volume of Engines to be supplied and purchased

under this Contract will not exceed 7,000 units per year. Should Purchaser request

to purchase units in addition to 7,000 per year, the Parties will separately discuss

potential capacity increases.

2.4

The Engines will meet the specifications as attached in

Exhibit 2.1

2.5

Buyer will be responsible for the integration of Engines into marine applications;

and Seller will have no responsibility or liability with respect to the integration of

the Engines into the Buyer’s Boats.

2.6

Seller reserves the right, in its sole discretion, to cancel production of the Engines

to be supplied to Buyer under this Agreement based on market conditions. In the

event that Seller cancels production of Engines pursuant to this Section 2.6, Seller

will provide at least eighteen (18) months advance written notice (the

“

Cancellation Notice

”) to Buyer. This Agreement will terminate eighteen (18)

months after Seller delivers the Cancellation Notice to Buyer. During this eighteen

(18) month period between the delivery of the Cancellation Notice to Buyer and the

termination of this Agreement, the Parties will continue to perform their obligations

in the ordinary course as required under this Agreement and will work in good faith

to take reasonable actions to allow for a mutually agreeable transition upon the

termination of this Agreement which could include opportunities for Buyer to bank

Engines for Buyer's purchase (i.e., to purchase additional Engines during such

eighteen (18) month period in excess to any previously projected purchases);

provided, however, any such banking would need to comprehend the allocation of

Engines to Buyer on a

pro rata

basis based on Buyer's prior purchases.

___________________

*****

CONFIDENTIAL TREATMENT: MALIBU BOATS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS

DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. MALIBU BOATS, INC.

HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE

COMMISSION.

MANUFACTURE

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 7

3.1

The Engines will be manufactured using Seller’s manufacturing system, validation

requirements, and quality systems. Notwithstanding the foregoing, any obligations

with respect to warranty, quality, disruption of supply, and damages will be in

accordance with the specific terms of this Agreement.

3.2

Seller will perform quality control of the Engines in accordance with its then-

current quality control procedures. The Parties will work together on details

surrounding quality assurance aimed at improving overall quality.

3.3

Seller will be solely responsible for determining manufacturing location and

providing the floor space, equipment, personnel, and working capital required to

manufacture the Engines. In case of a planned change of the manufacturing location

Seller will provide Buyer reasonably advanced notice and execution thereof will be

managed through the NOC Process.

3.4

Seller may, upon reasonable notice to Buyer, subcontract its manufacturing and

assembly requirements for the Engines. Seller will remain responsible for its

obligations under this Agreement.

3.5

Unless otherwise agreed in writing, Buyer will not become the owner of any

production equipment or tooling used in the manufacture of the Engines.

AFTERSALES

If applicable, the purchase of Service Parts and Customer Care and Aftersales (“

CCA

”)

engineering services shall be governed by a separate Aftersales Supply/ Service

Agreement between the Parties and/or their Affiliates.

5. FORECAST AND ORDERING PROCEDURE

5.1

The Parties will follow the forecast and ordering requirements for the Engines as

set forth in the annual Pricing Package. No later than (6) six months prior to the

start of production of each applicable model year, Buyer will provide Seller an

estimated, non-binding forecast for the upcoming and remaining model years under

this Agreement. Buyer will provide Seller forecast updates in accordance with the

Pricing Package.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 8

5.2

Buyer and Seller’s manufacturing facility sourcing the Engines will establish

respective single points of contact for scheduling communication and coordination

for the manufacture and delivery of the Engines.

5.3

Seller and Buyer will use manual or electronic Purchase Orders to communicate

with respect to the Engines, including ship-based schedules, order forecast

information and shipping notification (unless an alternative process as agreed by

the Parties is in place).

5.4

No pre-printed or standardized terms and conditions of purchase or sale used by

Buyer or Seller will be applicable, unless specifically and expressly agreed to in

writing by the Parties

with a specific reference to this Agreement and the Parties’ intent to modify this

Agreement. In case of any conflict between the terms of a purchase order and the terms

of this Agreement, the terms of this Agreement will prevail.

TITLE AND RISK OF LOSS; LABELING, PACKAGING AND DELIVERY/SHIPPING

6.1

Except as provided herein or otherwise agreed in writing, all deliveries under this

Agreement will be FCA (as defined in Incoterms 2010 as published by the

International Chamber of Commerce) Seller’s manufacturing location. Title to the

Engines will pass to Buyer and responsibility of Seller for loss or damage to the

Engines will cease upon FCA delivery.

6.2

Seller will prepare packing specifications for the Engines. Such packing will be

suitable for transportation, loading and unloading so as to prevent the Engines from

rust condition and damage for delivery to Buyer. Seller will be the owner of all

packaging (including returnable racks and containers) unless otherwise agreed by

the Parties.

6.3

Periodically Buyer and Seller will cooperate to schedule and implement an

inventory of all containers. Buyer is responsible for any damage or loss related to

packaging incurred while the packaging is in the possession of the Buyer or its

carrier or any of its other service providers.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 9

6.4

If returnable racks and containers are used, Buyer is responsible for all freight and

any other costs to return racks and containers to the location Seller delivered them

to the Buyer and to manage the returned racks and containers of Seller consistent

with Seller’s schedules for production of the Engines.

6.5

The Party responsible for container procurement will be responsible for repair and

replacement of damaged or lost containers and racks; however, the responsible

Party will be reimbursed by the other Party when the damage or loss occurred when

in the possession or control of such other Party or any of its service providers. Buyer

will bear any cost of maintaining the racks and containers in good condition.

6.6

If Buyer cannot return the containers or racks to Seller within a reasonable time

period after shipment of the Engines, Buyer will notify Seller of such delay, the cause

and corrective actions, and the estimated date of return, and will be responsible for

any related costs, including, but not limited to, storage fee, incurred by Seller due to

the delay.

6.7

Labeling of containers will be in accordance with GM 1724 Shipping & Parts

Identification Standard (A,B,C), such standard being available on GM Supply Power,

unless otherwise agreed upon by the Parties. Any unique labeling requirements

driven by local regulations must be followed after review by the Parties. If the local

regulations requiring unique labeling are a result of requirements attributable

solely to Buyer, Buyer will be responsible for all related costs to provide labels that

deviate from, or in addition to, the GM Standard. Otherwise, the costs of any unique

labeling will be borne equally by both Parties.

6.8

Labeling of product (for example engine engraving or bar code identification or

emission parts type number identification for certification) will be in accordance

with the GM 1738 Global Transport Label Standard unless otherwise agreed by the

Parties. The Parties will agree on the best method for implementing any unique

labeling requirements. If the local regulations requiring unique labeling are a result

of requirements attributable solely to Buyer, then any additional costs will be met

at Buyer’s expense and will be agreed by the Parties. Otherwise, the costs of any

unique labeling will be borne equally by both Parties.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 10

PRICING

7.1

Buyer will pay the Engine prices specified in

Exhibit 7.1

. Pricing will be

communicated to Buyer annually in the Pricing Package.

7.2

Prices will be exclusive of any applicable sales or other similar tax, if any, that is

required by law to be added to the sales price.

PAYMENT

8.1

Buyer will pay for the Engines in US dollars. Net 25 prox terms will apply, which

means that payment is to be made by the 25

day of the month following the month

of shipment; provided, if the 25

day is a public holiday or weekend, payment must

be made on the next business day. One invoice and one delivery note will be issued

for each shipment of Engines. Payment terms and trade credit limit are subject to

Buyer meeting Seller’s regular credit standards.

8.2

Banking information and applicable contact information will be as set forth in the

Pricing Package.

ENGINE CHANGES

9.1

Except for the warranties set forth in Article 11, the Parties agree that the Engines

are supplied as-is and Seller will be under no obligation to make any changes to the

Engines for Buyer. Buyer is buying the Engines as-manufactured by Seller.

9.2

Any component changes to the Engine from Seller will be communicated to Buyer

in accordance with the Notice of Change Process (“

NOC Process

”) set forth in

Exhibit 9.2.

9.3

Breakpoints for any requested change will be coordinated between the Parties,

including appropriate consideration of the impact on inventory and scrapping cost.

9.4

In the event Seller discontinues the manufacture or production of Engine dress

parts, Seller shall provide Buyer with prompt written notice of such decision, and

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 11

will provide Buyer with the opportunity to effect a one-time or all-time purchase of

a reasonable quantity of such Engine dress parts.

10.

EXPORT CONTROL LAWS

The products, services and/or technical data (collectively “Items”) delivered under this

Agreement may be subject to the export control laws and regulations of the U.S. and other

applicable jurisdictions (collectively “

Export Control Laws

”), including, but not limited

to, the International Traffic in Arms Regulations (“

ITAR

”) or the Export Administration

Regulations (“

EAR

”). The Parties shall comply with all applicable Export Control Laws

and shall not export, re-export or transfer Items without first obtaining all required

licenses and approvals.

Buyer shall provide written notification of appropriate classifications (e.g. ECCN or ITAR

Category) prior to transferring any commodities, materials, software or technology

specifically listed in the U.S. Munitions List of the ITAR or the Commerce Control List of

the EAR (“Controlled Item”) to Seller, including but not limited to ITAR-controlled

diagrams or specifications, at which point Seller shall have an opportunity to accept or

reject the delivery of the Controlled Item. In addition, Buyer shall notify Seller of any

post-sale modifications to Engines that may cause Engines to become Controlled Items,

and shall provide Seller the appropriate classifications for these Controlled Items,

including a CCATS or CJ where applicable. Licenses or other authorizations required for

the export of goods or services will be the responsibility of Buyer.

Compliance with these Export Control Laws includes, but is not limited to, abiding by U.S.

sanctions, embargoes and prohibitions on transactions with restricted parties, countries

and regions. This includes, but is not limited to, the prohibition on the transfer of

commodities, materials, software and technology (i.e., all Items) subject to this

Agreement to, or procurement from, U.S. sanctioned countries and regions, currently

Iran, Syria, North Korea, Sudan, Cuba and the Crimea region of Ukraine, unless such

transactions are permissible under applicable U.S. laws and regulations

11. WARRANTIES; LIMITATION OF LIABILITY

11.1

Seller warrants that the Engines sold under this Agreement will (a) be free from

defects in materials or workmanship; (b) comply with the applicable Engine

specifications set forth in

Exhibit 2.1

, for each Engine purchased hereunder; and

Engine commences when Buyer takes ownership and ends on the earlier of (i) when

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 12

the such Engine successfully passes through the Buyer’s final quality inspection or

(ii) one year after Buyer takes ownership of the Engines. Buyer’s exclusive remedies

for breach of warranty are those outlined in Article 12. The warranty will not apply

to any Engines that were (i) improperly integrated into the marine applications of

engines by or on behalf of Buyer, (ii) damaged through misuse, negligence, accident,

or improper handling, maintenance, or application after delivery to Buyer under

this Agreement, (iii) lost or damaged during transportation from place of delivery

to Buyer’s manufacturing facility, or (iv) repaired or altered by or on behalf of Buyer

without Seller's prior written consent.

11.2

EXCEPT AS OTHERWISE PROVIDED EXPRESSLY IN THIS AGREEMENT OR IN THE

PRICING PACKAGE, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE, AND SELLER WILL NOT BE LIABLE TO BUYER ON ANY

CLAIM OF NEGLIGENCE OR MANUFACTURER’S STRICT LIABILITY ON ENGINES OR

PARTS THEREOF SOLD TO BUYER EXCEPT IN CASE OF SELLER WILLFUL

MISCONDUCT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SELLER ASSUMES NO

OBLIGATIONS OR LIABILITIES, AND SELLER HAS AUTHORIZED NO OTHER

PERSON OR PARTY TO ASSUME FOR IT ANY OBLIGATIONS OR LIABILITIES, IN

CONNECTION WITH SUCH ENGINES OR PARTS THEREOF.

11.3

EXCEPT IN THE CASE OF INTENTIONAL MISCONDUCT, IN NO EVENT, WHETHER

AS A RESULT OF BREACH OF AGREEMENT OR WARRANTY, ALLEGED NEGLIGENCE

OR OTHERWISE, WILL EITHER PARTY BE LIABLE FOR INDIRECT OR

CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS

OR REVENUE, LOSS OF USE OF ENGINES OR OTHER EQUIP-MENT, COSTS OF

SUBSTITUTE EQUIPMENT OR PARTS, DOWNTIME COSTS, OR CLAIMS OF

CUSTOMERS OF BUYER FOR SUCH DAMAGES.

12.

CLAIMS

12.1

Buyer will submit to Seller a claim in writing for any Engines that (i) have been

incorrectly included by Seller in a shipment to Buyer, (ii) have been omitted by

Seller from a shipment to Buyer as a result of a short delivery or (iii) fail to meet the

standards set forth in Section 11.1.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 13

12.2

Claims under Sections 12.1(i) and 12.1(ii) must be submitted to Seller within forty-

five (45) days of Buyer taking ownership of the Engines. Claims under Section

12.1(iii) must be submitted to Seller within one year of Buyer taking ownership of

the Engines. Any claim not submitted within the periods stated above is barred from

any remedy, except that if the submission of a claim is delayed due to an event of

Force Majeure, the period of submitting such claim is extended for the duration of

such event of Force Majeure.

12.3

To the extent that Seller accepts a particular claim, Seller will authorize repair,

replacement, or provide credit to Buyer’s account for such defective, short shipped,

wrongly shipped or damaged Engines. Seller’s only obligation under this Agreement

is to provide a credit or repair or replace the part(s), at Seller's reasonably exercised

option and expense, including the cost of the Engines or parts and transportation,

including freight, insurance, and customs duty to the warehouse designated by

Buyer.

12.4

If Seller reasonably decides to authorize the repair of the Engines by Buyer, then (i)

Seller’s quality standard for such parts will apply, and (ii) repair rates at currency

per hour and labor times will be mutually agreed upon before commencement of

the repair work. Rework by Buyer on defective Engines will be carried out in

accordance with the following procedure:

(a)

Seller gives official rework authorization (by model) to Buyer, and Buyer

will perform or assign the third parties to perform the rework subject to

the authorization;

(b)

Seller provides the instruction and any necessary training of Buyer’s

technicians for rework;

(c)

Seller provides the list of necessary repair parts; and

(d)

Seller gives a clear definition of the scope of rework to be carried out by

Buyer (including which parts are authorized).

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 14

12.5

If Seller reasonably decides to replace defective Engines or component parts, then

Seller will be responsible only for the cost of the Engines or parts and

transportation, including insurance, freight and customs duty to the warehouse

designated by Buyer.

12.6

Buyer will contact its assigned Powertrain Regional Quality Manager to report and

resolve problems.

12.7

In case the non-conformance to the warranty set out in Section 11.1 originates from

a part or component supplied by a supplier of Seller, Buyer will provide Seller with

reasonably requested assistance and support, including any documents,

information, witnesses, technical experts and any other support which may assist

Seller to pursue a claim for compensation against the supplier.

13.

FIELD ACTIONS; PRODUCT LIABILITY; INDEMNIFICATION AND INSURANCE

13.1

The Parties recognize that, as a result of integration of the Engines into marine

applications, for which Buyer will be solely responsible as well as other issues, the

Engines may perform differently in a marine environment than in other vehicles

and applications. As a result, a Field Issue may exist on Engines used in some

applications that may not exist in other applications. Each Party will have the right,

at its sole discretion, to institute any Field Action investigation and Buyer will have

the right, at its sole discretion, to institute any Field Action in relation to the Engines

it purchases under this Agreement that are incorporated into the marine

application of Engines. The Parties agree to put into place internal policies,

procedures and practices for the investigation and resolution of Engine quality

issues that could lead to a Field Action. If a Party elects to institute a Field Action

investigation which may lead to a Field Action decision, then the instituting Party

will notify the other Party as soon as possible prior to instituting any Field Action,

but not less than three business days prior to that Party’s anticipated Field Action

decision.

13.2

The Parties agree to cooperate with respect to any Field Action investigation,

including, but not limited to, exchanging relevant field and other information, at the

discretion of the Parties acting in good faith. Notwithstanding this Section 13.2,

either Party can require the Parties to enter into a confidentiality agreement before

sharing such field and other information.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 15

13.3

Buyer will be responsible for all costs associated with any Field Action initiated by

Buyer that results solely from the integration of Engines into marine applications.

Seller will be responsible for all costs associated with any Field Action initiated by

Buyer or Seller that results solely from Seller’s failure to cause the Engines to be

free from defects in materials or workmanship.

13.4

Buyer will be responsible for the defense and all costs of product liability claims and

litigation involving or brought against either Party resulting solely from the Buyer’s

integration of Engines into marine applications, whether based on negligence, strict

liability or any other legal theory for (i) damage to property (ii) personal injury or

(iii) death, except to the extent that such product liability claims and litigation relate

solely to Seller’s failure to cause the Engines to be free from defects in materials or

workmanship.

13.5

With respect to any actual, potential, or threatened claim described in Section 13.4

above, the Parties hereby agree to (i) communicate and cooperate with each other

and, if required, with the appropriate insurance carrier, to the fullest extent

reasonably possible in investigating the facts and circumstances surrounding the

claim and in litigating the matter; (ii) refrain to the fullest extent reasonably

possible from taking positions adverse to the interests of each other; and (iii) not,

except in enforcement of any rights under this Agreement, institute any claim,

action or proceeding, whether by cross claim, third party claim, interpleader or

otherwise, against each other.

13.6

With respect to field product quality issues, the Parties agree to work together to

resolve the quality issues.

13.7

Buyer will defend, indemnify and hold harmless Seller and its Affiliates, directors,

officers, employees and agents (collectively, the “Indemnified Party”) from and

against any and all suits, actions, claims, judgments, debts, obligations or rights of

action of any nature or description, (other than product liability and recall claims,

which shall be governed by Sections 13.1 to 13.6, inclusive) (collectively, “Claims”)

and all costs, including attorneys’ fees, incurred by Seller and its Affiliates in

connection therewith, arising out of or relating to the Engines resulting from

Buyer’s actions, including Buyer’s integration of Engines into the marine

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 16

applications and Buyer’s promotion, marketing, distribution, sale and servicing of

Engines; provided, however, this Section 13.7 will not apply to Claims to the extent

resulting solely from Seller’s failure to cause the Engines to be free from defects in

materials or workmanship. Seller will notify Buyer of any such Claim, promptly in

writing upon receiving notice or being informed of the existence thereof. Upon such

notice from the Seller, Buyer will promptly take such action as may be necessary to

protect and defend, at its sole discretion and in its sole control, the Indemnified

Party against such Claim, and will indemnify the Indemnified Party against any loss,

costs or expenses incurred in connection therewith. Buyer shall not be liable for any

settlement of any such Claim effected without its written consent.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR PUNITIVE,

SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES,

INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR BUSINESS OPPORTUNITY UNDER

THIS AGREEMENT.

13.8

Buyer will obtain and maintain pursuant to the terms of this Agreement, at its sole

expense, the following types of insurance coverage, with minimum limits as set

forth below:

(a)

Commercial General Liability covering liability arising from premises,

operations,

independent

contractors,

products-completed

operations,

personal and advertising injury, and contractual liability - $10,000,000 each

occurrence.

(b)

Commercial Product Liability insurance - $10,000,000 each occurrence.

(c)

Business Automobile Liability covering all owned, hired, and non-owned

vehicles - $5,000,000 each occurrence, including all statutory coverages for all

states of operation.

(d)

Workers Compensation - statutory limits for all states of operation.

(e)

Employers Liability - $1,000,000 each employee for bodily injury by accident

and $1,000,000 each employee for bodily injury by disease.

If any coverage is written on a Claims-made basis, the retroactive date, if any, must

precede the commencement of the performance of this Agreement. In addition, Buyer will

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 17

purchase an extended reporting period if the retroactive date is advanced or if the policy

is canceled or not renewed and not replaced by another claims-made policy with the

same (or an earlier) retroactive date either during the term of the Agreement or within 3

years after completion of the Agreement.

All policies of insurance procured by Buyer herein will be written as primary

policies, not contributing with nor in excess of coverage that Seller may carry. If Buyer’s

liability policies do not contain the standard separation of insured’s provision, or a

substantially similar clause, they must be endorsed to provide cross-liability coverage.

Buyer will provide Seller with a certificate of insurance evidencing compliance

with the insurance requirements set forth above. Certificate(s) will provide that Seller

will be named an additional insured on all liability policies (except Workers’

Compensation and Employers Liability). The certificate(s) will provide that Seller will

receive thirty (30) days’ prior written notice from the insurer of any termination or

material reduction in the amount or scope of coverage.

Such certificates must be in a form acceptable to, and underwritten by insurance

company(ies) reasonably satisfactory to Seller. By requiring insurance herein, Seller does

not represent that coverage and limits will necessarily be adequate to protect Buyer. The

purchase of appropriate insurance coverage by Buyer or the furnishing of certificate(s)

of insurance will not release Buyer from its respective obligations or liabilities under this

Agreement.

14. FORCE MAJEURE

14.1

An “

Event of Force Majeure

” means, with respect to any Party, any event beyond

the reasonable control of such Party that prevents or materially delays or impairs

the ability of such Party to perform its obligations under this Agreement, including

(i) any act of God, natural disaster, or war, (ii) any strike, lockout, or labor dispute

at the plant of such Party or its relevant suppliers, (iii) any shortage of electrical

power at the facilities of such Party or its relevant suppliers which materially affects

the production of Engines or Service Parts or (iv) any act or omission of any

government authority (including failure to approve Agreements within a

commercially reasonable time period), which materially affects the production of

Engines or Service Parts.

14.2

If one Party is wholly or partially prevented from performing its responsibilities

stipulated in this Agreement by reason of an Event of Force Majeure, it will (i) notify

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 18

the other Party in writing as soon as reasonably practicable after the occurrence of

such Event of Force Majeure, (ii) during the duration of an event of Force Majeure

the Parties will use reasonable efforts to mitigate damages, to the extent possible

and (iii) the affected party will take appropriate means to minimize or remove the

effects of the Event of Force Majeure and, within the shortest practicable time,

attempt to resume performance of the obligation affected by the Event of Force

Majeure. If an Event of Force Majeure occurs, the affected party will not be obligated

to perform the affected obligations during such period and the other Party will not

be obligated to pay for any services or Engines not delivered.

14.3

In case of an Event of Force Majeure, the allocation of Engines in short supply during

the time of such Event of Force Majeure, or the allocation of capacity as production

recovers from the Event of Force Majeure, will be the subject of good faith

negotiations between the Parties, and could include temporary arrangements for

Buyer to purchase comparable Product from another party while the Force Majeure

continues.

15.

TERM AND TERMINATION

15.1

This Agreement will have an Effective Date of November 14, 2016, and will continue

in force for a term of seven (7) years (the “

Term

”), unless otherwise noted herein.

15.2

Either Party may terminate this Agreement in the event of the happening of a

material breach by the other Party of performance of such other Party’s material

obligations under this Agreement, which breach has not been remedied or waived

within sixty (60) days following receipt by such other Party of written notification

of the breach. For the avoidance of doubt, undisputed payment obligations will be

considered to be material obligations under this Agreement.

15.3

Either Party may terminate this Agreement immediately if (a) the other Party

voluntarily enters into bankruptcy or similar proceedings, or (b) the other party

involuntarily enters into bankruptcy or similar proceedings and such involuntary

proceedings are not vacated or nullified within fifteen (15) days after being

instituted.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 19

15.4

Termination of this Agreement will not affect any liability, which (i) has arisen prior

to such termination, or (ii) may arise after such termination, based on transactions

made prior to such termination, or any obligations which are to survive termination

as noted herein. Upon any termination of this Agreement by Seller pursuant to

Section 15.2 because of Buyer’s breach of this Agreement or Section 15.3 because

of Buyer’s bankruptcy or similar proceeding, Buyer shall be responsible to pay the

reasonable, documented direct costs incurred by Seller solely as a result of its

production of Engines pursuant to this Agreement.

15.5

Seller shall fulfill all orders of Buyer which were placed by Buyer and accepted by

Seller prior to the notice of termination, unless such termination is by Seller in

accordance with Section 15.2 due to Buyer’s failure to pay undisputed amounts due

from Buyer to Seller pursuant to this Agreement, or Buyer’s bankruptcy or similar

proceeding under Section 15.3.

16.

TRADEMARKS, INTELLECTUAL PROPERTY RIGHTS

16.1

Except as may be provided in a separate written agreement, neither Seller nor

Buyer will use or authorize the use of any trademarks or trade names or other

distinctive marks or signs owned by the other or its Affiliates or any mark, name,

word, or sign which so nearly resembles any of the foregoing marks, names, words,

or signs as to be likely to cause confusion or mistake or to deceive the public.

16.2

Buyer is aware, understands and fully accepts that, through this Agreement, it will

not acquire any Intellectual Property rights in the Engines. Seller is aware,

understands and fully accepts that, through this Agreement, it will not acquire any

Intellectual Property rights in the Buyer’s integration of Engines into marine

applications.

17.

CONFIDENTIALITY

17.1

“

Confidential Information

” means the technical and business related

information that is non-public, confidential and/or proprietary in nature, which is

disclosed during the Term of this Agreement by one Party or its Affiliates (the

“

Discloser

”) to the other Party or its Affiliates (the “

Recipient

”); provided such

information is (i) in written or other tangible form (including digital medium) and

(ii) marked to identify it as the Discloser’s Confidential Information. Information

that is disclosed orally or visually will be considered Confidential Information if it

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 20

is identified as confidential at the time of disclosure, summarized with

particularity in writing, marked as confidential or its equivalent, and delivered to

the Recipient within fifteen (15) days. Notwithstanding the foregoing, Confidential

Information does not include information disclosed pursuant to or in connection

with this Agreement which (i) is or becomes generally available to the public other

than as a result of a disclosure by the Recipient in violation of the terms hereof; (ii)

is or becomes available to the Recipient on a non-confidential basis from a

rightfully possessing and disclosing source other than the Discloser; (iii) was

possessed or known by the Recipient prior to the disclosure thereof to the

Recipient by the Discloser; or (iv) was or is developed by or for the Recipient

without reference to the Confidential Information.

17.2

Recipient may not, without the prior written consent of the Discloser, disclose or

divulge or cause or permit to be disclosed or divulged the Confidential

Information received from the Discloser to any third party except as specifically

set forth in this Agreement. All Confidential Information must be protected by the

Recipient against unauthorized disclosure using the same standard of care with

respect to such Confidential Information as the Recipient uses with its own

confidential information of similar kind and character, but not less than

reasonable care.

17.3

The confidentiality obligations contained in this Agreement shall survive

termination or expiration of this Agreement and shall expire and be of no further

force or effect two (2) years after the termination or expiration of this Agreement.

17.4

The Recipient will limit its internal dissemination of the Discloser’s Confidential

Information to only those individuals having a need to know such Confidential

Information in order for the Recipient to carry out the activities contemplated by

this Agreement. Confidential Information may be disclosed by the Recipient to its

Affiliate, on a need to know basis, provided (a) such Affiliate is needed to assist the

Party in carrying out the Project and (b) such Affiliate agrees to be bound by the

terms of this Agreement or a non-disclosure agreement having similar

confidentiality obligations. The Recipient will be responsible for any breach of

such terms and conditions by the Affiliate.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 21

17.5

Upon the termination or expiration of this Agreement, the Recipient must

discontinue, and cause its Affiliates to discontinue, the use of all of the Confidential

Information. Nothing in this Agreement will be interpreted as precluding an

employee of one of the Parties or its Affiliate from making use of his/her general

knowledge in connection with other projects being performed on behalf of his/her

employer, even if such general knowledge has been furthered by his/her having

access to the Confidential Information exchanged under this Agreement.

17.6

No licenses or rights to Intellectual Property, whether implied or otherwise, are

granted by this Agreement.

17.7

The Discloser makes no express or implied representation or warranty as to the

accuracy, reliability or completeness of the Confidential Information and expressly

disclaims all liability that may be based on the Confidential Information, including

any errors or omissions.

17.8

If the Recipient is required by law, rule, regulation, or legal or regulatory process

(including court order or other lawful governmental or regulatory action) to

disclose any Confidential Information the Recipient must: (a) promptly notify the

Discloser so that the Discloser may seek a remedy, if a remedy is available; (b)

provide only the Confidential Information that is legally required; and (c) exercise

reasonable efforts to obtain assurance that the Confidential Information will not

be further disclosed. For avoidance of doubt, it is understood that the existence of

this Agreement and its material terms must be publicly disclosed by Buyer

pursuant to federal securities laws and the Buyer may need to file this

Agreement as an exhibit with its periodic filings required under the Securities Exchange

Act of 1934, as amended.

17.9

All Confidential Information disclosed by a Party will remain the property of that

Party. At any time, upon written request of the Discloser, the Recipient will

promptly return or destroy Confidential Information and all copies thereof. Upon

termination or expiration of this Agreement, all tangible Confidential Information

will be returned or destroyed, at the option of the Discloser, and upon written

request of the Discloser, the Recipient will certify in writing that it has returned or

destroyed all such Confidential Information. Notwithstanding the foregoing,

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 22

Recipient will be entitled to keep one or more archival copies of Confidential

Information (whether physical or electronic) in its records if required to comply

with legal, professional, compliance and regulatory standards or requirements, or

such archival copies were created as a result of automatic electronic back-up

procedures. Any Confidential Information that is not returned or destroyed shall

remain subject to the confidentiality obligations set forth in this Agreement.

17.10

As of the date of this Agreement, this Section 17 shall replace in its entirety the

Non-Disclosure Agreement, dated April 26, 2016, by and between GM Global

Technology Operations LLC and Malibu Boats LLC.

18.

NOTICES

Any notice required to be given by either Party to the other in connection with this

Agreement will be made in writing and will be sent by prepaid registered mail to such

Party’s address set forth in

Exhibit 18

. Notices pertaining to matters other than

termination or modification of this Agreement may instead be transmitted by means of

facsimile.

19.

AMENDMENTS

Any amendment or modification to this Agreement must be made in writing and signed

by an authorized representative of the Parties. This applies also to amendments to this

Article 19.

20.

ASSIGNMENT; CHANGE OF CONTROL TERMINATION

20.1

No Party may assign its rights or interests under this Agreement or delegate its

duties hereunder without the prior written consent of the other Party; provided,

however, that any Party may assign its rights or interests under this Agreement or

delegate its duties hereunder to its Controlled Affiliates without the prior written

consent of the other Party. “Controlled Affiliates”, for purposes of this Article 20, is

defined as (i) in the case of Seller, any corporation, association or other business

entity (including a partnership, joint venture, limited liability company or similar

entity) of which Seller (or its successors and assigns) beneficially owns more than

50% of the total voting power of such entity and (ii) in the case of Buyer, any

corporation, association or other business entity (including a partnership, joint

venture, limited liability company or similar entity) of which Malibu Boats, Inc., a

Delaware corporation (or

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 23

any of its successors or assigns), beneficially owns more than 50% of the total voting

power of such entity.

20.2

Any purported assignment or transfer of this Agreement by a Party in violation of

this Section 20 shall entitle the other Party to terminate this Agreement upon thirty

(30) days written notice, subject to a final accounting for good sold and received.

20.3

Upon a Change of Control of Buyer, either Party shall be entitled to terminate this

Agreement upon written notice to the other Party that such Party intends to

terminate this Agreement on the date that is eighteen (18) months from the date of

the Change of Control, subject to a final accounting for goods sold and received;

provided, that upon the Buyer providing written notice to the Seller of a potential

or completed Change of Control of Buyer, each Party must provide written notice to

the other Party to terminate this Agreement within thirty (30) days of the Seller

receiving notice of a potential or completed Change of Control of Buyer by notifying

the other Party in writing of its intent to terminate this Agreement on the date that

is eighteen (18) months from the date of the Change of Control, it being understood

that if no written notice of termination is provided by either Party within such thirty

(30) day period, this Agreement shall continue in accordance with its terms and

neither Party shall have the right to terminate under this Section 20.3 after such

thirty (30) day period expires. “Change of Control”, for purposes of this Article 20,

is defined as any “person” or “group” of related persons (as such terms are used in

Sections 13(d) and 14(d) of the Exchange Act of 1934) becoming the beneficial

owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act of 1934),

directly or indirectly, or more than 50% of the total voting power of Buyer.

20.4

This Section 20 does not apply to assignments to successors in interest, upon which

this Agreement shall be binding.

21.

SEVERABILITY

Invalidity of any provision of this Agreement will not affect any other provision and, in

the event of a judicial finding of such invalidity, this Agreement will remain in force in all

other respects. The Parties will in good faith attempt to agree a valid substitute clause

that will preserve as near as possible the original intent of this Agreement; in the absence

of such agreement Delaware law will apply as substitute for the invalid provision.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 24

22.

NO IMPLIED WAIVERS

Failure of Buyer or Seller at any time to require performance by the other of any provision

hereof will in no way affect the full right to require such performance at any time

thereafter. Waiver by either Buyer or Seller of a breach of any obligation hereunder will

not constitute a waiver of any succeeding breach of the same obligation itself. Failure of

either Buyer or Seller to exercise any of its rights provided under this Agreement will not

constitute a waiver of such right.

23.

NO AGENCY

23.1

Nothing in this Agreement will give rise to an agency or partner relationship or

otherwise create any rights in either Party to act as a legal representative of the

other Party for any purpose. Neither is granted any express or implied right or

authority to assume or to create any obligation on behalf of or in the name of the

other or its Affiliates, or to bind them in any manner whatsoever.

23.2

Unless otherwise agreed herein, Buyer and Seller will each be solely responsible for

any and all expenditures, obligations or responsibilities made, incurred or assumed

by it in preparation for performance or in the performance of its obligations under

this Agreement.

24.

GOVERNMENT APPROVALS

24.1

The Parties will cooperate in securing any government approvals or permits

required to effect the transactions contemplated by this Agreement.

24.2

Unless otherwise agreed by the Parties, Seller will be responsible for securing any

licenses or permits and paying any duties or fees required to export Engines from

their country of manufacture. Buyer will be responsible for securing any licenses or

permits and paying any duties or fees required to import Engines into the country

of Buyer or to import Engines into any other country or jurisdiction. Failure of

Buyer to fulfill any such responsibility will not relieve Buyer of any obligations to

Seller in connection with any such Engines purchased by Buyer.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 25

24.3

Buyer will present this Agreement to appropriate government agencies for

registration, if required. Buyer will pay all costs and expenses incidental to such

presentation, and to the preparation, execution and stamping, if any of this

Agreement.

25.

SET OFF

Either Party will not be entitled to set off any claims against any claims of the other Party

resulting from this Agreement unless by means of a final and binding judgment of court

or arbitration panel.

26.

ENTIRE AGREEMENT

26.1

There are no other agreements or understandings, either oral or written, between

the Parties affecting this Agreement or relating to the supply of the Engines, except

as otherwise specifically provided or referred to in this Agreement. For the purpose

of clarification, it is expressly agreed that no general terms and conditions will apply

to the sale of the Engines hereunder.

26.2

Except as otherwise provided in this Agreement, no agreement between the Parties

which is at variance with any of the provisions of this Agreement or which imposes

definite obligations upon either Party not specifically imposed by this Agreement

or which is intended to be effective or performed following the expiration or other

termination of this Agreement and

imposes obligations or extends the time for performance thereof other than as provided

in this Agreement will be binding upon either Party unless it is in writing and is executed

by a duly authorized representative of each of the Parties.

27.

GOVERNING LAW, JURISDICTION; DISPUTE RESOLUTION

27.1

This Agreement, including, but not limited to, its validity, interpretation,

performance, effects, derivatives and consequences, is governed by the laws of the

State of Delaware, USA, without reference to the conflict of laws principles thereof.

Each Party consents, for purposes of enforcing this Agreement, to personal

jurisdiction, service of process and venue in any state or federal court within the

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 26

State of Delaware having jurisdiction over the subject matter. Both Parties

acknowledge that the United Nations Convention on Agreements for the

International Sale of Goods does not apply to the transaction contemplated under

this Agreement.

27.2

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY

PROCEEDINGS RELATING TO THIS AGREEMENT.

27.3

Before the filing of any claim in any court (except in cases where a Party is

threatened with irreparable harm and seeks injunctive relief), a Party will serve on

the other (a) written notice of the claim, specifying the exact amount claimed and

the provision of this Agreement or other authority for the claim; and (b) a copy of

all supporting documents.

Within 10 business days after service, the Responding Party will serve on the

serving Party (a) a written response, setting out its position and specifying the provision

of this Agreement relied on; and (b) a copy of all supporting documents.

Within 10 days after service of the response, the Parties will meet to discuss

resolution of the claim. Each Party may bring up to three people to this negotiation, at

least one of whom is an executive who is not involved in the performance of this

Agreement. The written claim notice and response and the documents produced, but not

the subsequent discussion, are admissible in any court proceeding.

28.

COUNTERPARTS

This Agreement may be executed simultaneously in counterparts (and may be

delivered by facsimile), each of which will be deemed an original, but all of which together

will constitute a single agreement.

IN WITNESS WHEREOF

, this Agreement has been executed on behalf of the Parties by

their duly authorized representatives.

General Motors LLC

Malibu Boats, LLC

By: /s/ E.T. Turvey

By: /s/ Jack Springer _

Name: E.T. Turvey

Name: Jack Springer

Title: Global VP GM CCA

Title: CEO

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 27

Date: November 14, 2016

Exhibit 2.1

List of Engines and Specifications

*****

_____________________________________

*****

CONFIDENTIAL TREATMENT: MALIBU BOATS, INC. HAS REQUESTED THAT THE OMITTED

PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED

CONFIDENTIAL TREATMENT. MALIBU BOATS, INC. HAS SEPARATELY FILED THE OMITTED

PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Exhibit 2.2 - Pricing Package

(Attached)

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 28

EXHIBIT 2.2 - GM/Malibu Boats Engine Supply Agreement

General Motors LLC

2019 MODEL YEAR

SAMPLE PRICING

PACKAGE

OEM Sales and Marketing

April XX, 2018

OEM Sales - April 1

Pricing Package

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 29

Page 1 of 20

General Motors LLC

Mail code : 483-720-250

777 Joslyn Ave

Pontiac, MI 48340

U.S.A.

April XX, 2018

Malibu Boats, LLC

Loudon, TN

Dear CUSTOMER:

General Motors LLC is pleased to furnish the attached price quotation for the 2019

Model Year.

All prices are effective with shipments of 2019 MY engine codes and are

subject to the terms and conditions appearing herein and in the Supply Agreement

between the parties dated ______________.

Model Year estimated start-of-production dates are as follows:

Plant

Engine

Start-of-Production

St. Catharines (Canada)

*****

June XX, 2018

CCA

June XX, 2018

2018 MY engine orders placed within allowable lead times and built prior to June XX,

2018 will be honored and invoiced at 2018 MY prices with documented confirmation of

shipping schedule from the plant.

*****

CONFIDENTIAL TREATMENT: MALIBU BOATS, INC. HAS REQUESTED THAT THE OMITTED

PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED

CONFIDENTIAL TREATMENT. MALIBU BOATS, INC. HAS SEPARATELY FILED THE OMITTED

PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Page 2 of 20

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 30

This pricing package also includes the following:

•

2019 MY Engine Dress Component Pricing

All prices are for shipment by rack. Additional charges apply for shipment by crate.

Crate prices for engine plant are listed as follows:

Plant

Engines

Crate Description

Crate Price

TBD

The customer is responsible for returning empty engine racks and all other returnable

dunnage, free of refuse, to the engine plant or designated vendor on a prepaid basis.

Failure to return shipping racks will result in a $750 charge per engine rack.

Racks are limited in supply and should not be retained by customers for long term

storage. Please consider engine crating for your long term storage needs. Racks must be

returned to GM within 30 days of shipment where possible to ensure continuous supply.

Payment Terms (assuming credit terms are approved by GM):

NET 25TH PROXIMO –

Payment of invoices dated the 1st through the end of

the month are due on the 25th of the following month.

U.S products remittance method as shown below:

###

Page 3 of 20

All correspondence regarding remittance should be directed to:

Nyoka Tinglin, ACS Manager for GM

(859) 233-6115

nyoka.tinglin@xerox.com

All correspondence concerning this quotation should be directed to OEM Sales at the

address below.

General Motors LLC

OEM Sales

777 Joslyn Ave.

Pontiac, MI 48340

Mail Code: 483-720-250

Purchase orders should be directed to the appropriate shipping plant as shown on each

attached price list.

All PO’s must contain the following information where appropriate:

•

Title of Document as “Purchase Order”

•

Issuing Company Name and Address

•

PO Number

•

PO Issue Date

•

Name, Contact Info, and Signature of Person Authorizing PO

•

Issued to Company Name (GM), Address, Contact Info

•

For Parts Ordered: Description, GM Part number, RPO Code, Suffix, Customer PN

if applicable, Unit Price, Number of Units Ordered, and Extended Price

•

Incoterms of Sale (FCA w/ Point of Transfer of Ownership Specified)

•

Payment Terms

•

Bill To Advice (To Where Invoice Should be Sent)

•

Requested Delivery Timing

•

Method of Transportation and Contact Information for Customer-Designated

Freight Forwarder

•

Address, Contact Info for Ultimate Delivery Destination

•

Reference to Any Separate Agreements Governing Terms & Conditions of PO

•

Any Special Instructions

•

As previously noted in the OEM Engineering Notice of Change

#10DS6CUSTOMER XX -014 (dated 22SE09), EPA regulations (40 CFR Part

1068) require General Motors (and other Primary Engine Manufacturers) to

adhere to new requirements for receiving and processing orders for “non-road”

and stationary engines. Among the requirements, as stated in the NoC, are that

GM can only ship engines upon receipt of a written request from the Secondary

Engine Manufacturer (SEM) which: (A) Has applied for or obtained a Certificate

of Conformity OR (B) Qualifies and has received APPROVAL for an EPA

Exemption. OEM must provide the name and certified engine family on each

Purchase Order.

Page 4 of 20

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 32

Engine illustrations, horsepower and torque curves, and other technical information are

available at our website: http://www.gmpowertrain.com. Simply click on the blue menu

located on the top of the page.

Please contact your Customer Manager, Mark DuCharme (mark.ducharme@gm.com;

810-845-9581), if you have any questions or concerns.

Sincerely,

Lothar Schroeder

NA OEM Sales Manager

General Motors LLC

Page 5 of 20

ENGINE PRICING PACKAGE

2019 Model Year –

Engine “A”

2019 MY

Part Number

2019 MY Suffix

Code

2018 MY

Part Number

Price

FOB –GM Dock - INCOTERMS 2010

(cost of returning racks to GM Dock, will be absorbed by the customers).

Customers will retrieve engines as soon as they arrive at the GM dock or no later than

the requested due date. When product arrives at the GM dock,

GM will prepare and date a shipper. The date of this shipper is the date when ownership

and all related responsibilities for the product transfers to the customer. GM will bear

the cost of warehousing products for a minimal holding period not to exceed 10

business days. Customer will be charged a $1.00 per engine warehousing fee per day for

each engine remaining beyond this ten (10) day period.

Firm orders must be received

a minimum of (X) weeks prior to the requested customer pick up date at the warehouse.

Any schedule reduction to firm orders subsequent to the aforementioned (X) weeks

period may involve customer payment of penalty charges. Purchase orders for should

be forwarded to the following address:

GM -TBD

Primary Contact

E-mail

Phone

Comments

TBD

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 33

Secondary Contact

Page 6 of 20

2019 MY Engine Schedule

Lead Times by Plant

This schedule represents required lead times by engine family for your scheduling purpose

Engine: Required Schedule Lead Times

“A” (X) weeks

Page 7 of 20

Dress Part Ordering and Pricing

Order Process:

•

Orders must be communicated to customer service representative

by:

E-Mail

Electronically Transmitted (EDI)

•

Purchase orders for engine dress component should be forwarded to

the following address:

General Motors LLC

OEM Sales & Engine Dress

Attn: Griselle Rodriguez

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 34

Phone: 905-644-1902

Email: griselle.rodriguez@gm.com

•

Orders need to include the following information:

Purchase Order Number

GM Part Number

Description

Quantity

Recommended Ship Date

Shipping Address

Names and Phone Number of the Order Representative

•

Orders are accepted in STANDARD PACK QUANTITIES ONLY. (as

noted on the price list).

•

Orders for Engine Dress Components require NINE WEEKS LEAD-

TIME. LONGER LEAD TIME components are specified on price listing.

This allows GM suppliers time to manufacture components,

packaging to ship. We utilize a just in time inventory system. This

results in little or no inventory at our packaging location.

Suppliers receive electronically transmitted order requirements when the order

is placed, with a fixed time allowed to build. Exceptions to the build time require a

request sent by e-mail or by a personal phone call to customer service

representative, and an agreement by supplier. This can only be done on an

exception basis. Due to production restraints and raw material requirements

most suppliers cannot adjust their schedules.

•

All Freight Cost is incurred by the customer. The customer selects

the mode of transportation (truck carrier of choice or Federal

Express)

GM has the capability to expedite at the customer expense.

Note: UPS cannot be used due to secondary account requirements.

Page 8 of 20

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 35

Material Requirements:

•

GM is committed to the timely delivery of all orders provided with

sufficient lead time.

•

Short lead-time orders cause instability in GM, and with the

suppliers. In order to supply material to customer the lead-time

needs to be adhered to.

•

No adjustments can be made on open orders within the three weeks

prior to shipping.

•

Current updates (on part numbers supersession’s, revisions on

standard package quantities, and price adjustments) will be

communicated to you by the Customer Service Representative.

Please amend orders to reflect the most current information.

•

Purchased engine dress component parts shipped to OEM Marine

and Industrial customers from GM OEM Sales and Engine Dress in

returnable dunnage/containers must be returned to our supplier at

the customer’s expense (prepaid terms). Dunnage Return Process

with dunnage/container ship to addresses can be obtained from

customer service representative.

•

GM will work with the customer to provide them with Standard

UN/EDIFACT transaction sets only to facilitate customer orders,

controlling inventory, receiving, shipping and managing logistics.

•

GM will provide NAFTA Certificates of Origin and Country of Origin

Affidavits upon request.

Emergency Orders

•

In case of an emergency orders, we will do our best to ship as soon as

possible.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 36

•

If an existing order is on the schedule, that order will be filled to

meet the emergency situation.

•

A new order must be submitted (with the proper lead-time) to

replace the emergency order.

•

All other emergency orders will be filled as soon as the material is

received and packaged.

•

Expedited freight cost is the responsibility of the customer. The

customer selects the mode of transportation, and supplies GM with

their account

Page 9 of 20

Dress Part Warranty Policy

General Motors LLC will provide a limited factory

warranty for “as shipped” quality issues on all

dress parts purchased through GM Global Supply

Chain (GSC).

When a quality issue occurs please notify your

customer service representative.

Unauthorized material will be returned at the customer expense.

See attached return procedure

Page 10 of 20

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 37

Returning Material:

•

Contact your Customer Service Representative to inquire about the

return of non-conforming product for exchange or credit.

•

The return material authorization (RMA) period is limited to two

years (24 months) from the invoice date of shipment.

•

The Customer Service Representative will issue a return

authorization number (RMA) after receiving authorization from GM

quality manager.

•

Material is to be returned to:

GM OEM Sales & Engine Dress 51006

C/O Feblo International LLC

34450 Industrial Road

Livonia, MI 48150

Attention: CUSTOMER RETURNS

Return Authorization Number:_______

•

Tag each piece (or container if the same condition exists) with the

following information:

1. Part Number

2. Return Authorization Number (RMA)

3. Reason for Return

4. Quantity

5. Original Purchase Order Number

•

Credit will be issued to customer after the material is received at the

above return address.

It takes one billing cycle for the credit to appear on statement.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 38

Page 11 of 20

ENGINE DRESS COMPONENTS PRICES

EFFECTIVE 06-01-xx THROUGH 05-31-xx

GMNA OEM SALES (KG)

Scheduler: Griselle Rodriguez 905-644-1902

Dress Part Color Code Key Definitions:

Current:

Parts in this category are currently in use on GM's automotive operations and OEM supply is

confirmed for the 2019 MY.

Soon to be Past Model:

Parts in this category have come to the end of automotive production life; there

is no guarantee on behalf of GM that these parts will continue to be produced through a specified time

frame. These parts are currently available for sale through GSC (Griselle Rodriguez), and we will make

available for sale for as long as possible until otherwise notified by the supply source of tooling issues or

production cancellation.

Part#

Description

Parts Family

2019

Price

Std

Pack

Lead

Time

Long

Lead

12097982

WIRE ASM-MARINE IGNITION - 13 week

lead time

3.0L

200

13 wks

●

01115491

COIL ASM-IGN 181 EST - 9 week lead no

exceptions

3.0L

216

9 wks

14096660

GASKET-CYLINDER HEAD

3.0L Marine

100

9 wks

3754587

GASKET

4.3L Gen 1e

750

9 wks

12550025

GASKET-EXH MANIF

4.3L Gen 1e

300

9 wks

12575288

INDICATOR ASM Replaced 10179270

4.3L Gen 1e

400

9 wks

12597888

GASKET-EXH MANIF-Replaces 12551292

4.3L Gen 1e

600

9 wks

12657094

GASKET-EXHAUST MANIFOLD

4.3L Gen 1e

9 wks

12639313

FLYWHEEL ASM

4.3L Gen 1e ( also

others)

13 wks

●

12573336

CAP ASM OIL FIL

4.3L Gen 1e (and

big block)

350

9 wks

12573337

CAP ASM-OIL FIL Replaced 10243772

4.3L Gen 1e (and

big block)

350

9 wks

10183719

OUTLET-WAT

7.4L

9 wks

12639648

Shield- STRTR HT

C/K and Van

9 wks

24250609

TRANSMISSION ASM-AUTO

C/K and Van

9 wks

25828247

Mount

C/K Truck

120

9 wks

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 39

3952301

ADAPTER ASM-OIL FLTR

Gen 1e

112

9 wks

Page 12 of 20

10096197

CLAMP-IGN TIMER DISTRIBUTOR

replaces 10108442

Gen 1e

470

9 wks

12561347

GASKET-INT MANIF Replaced #12550034

Gen 1e

164

9 wks

03853870

FITTING CONNECTOR (OIL FILTER)

Gen 1e

200

9 wks

12555714

GASKET-CR/SHF RR OIL SEAL HSG

Gen 1e 5.7L

1500

9 wks

12557583

BEARING-CLUTCH PILOT - 13 week

leadtime

Gen 1e 5.7L

150

13 wks

●

12558251

OIL PICKUP ASM

Gen 1e 5.7L

9 wks

10046089

GASKET-VLV RKR ARM CVR

Gen 1e V8

120

9 wks

10108676

GASKET-OIL PAN

Gen 1e V8

240

9 wks

93441568

GASKET-INTAKE Replaced 12561347

Gen 1e V8

164

9 wks

94672691

HVS DIST ASM V8 Replaced 93441558 -

9 week lead no exceptions

Gen 1e V8

200

9 wks

94673097

MANIFOLD ASM INT (Shipped in

Returnable Dunnage)

Gen 1e V8

11 wks

●

14096654

GASKET-CYLINDER HEAD-Replaces

12558165 & 12558166

Gen 1e V8 - Marine

100

9 wks

10349964

ENGINE MOUNT LEFT

Gen IV

9 wks

10349965

ENGINE MOUNT RIGHT

Gen IV

9 wks

12554522

BRACKET ASM-P/S PUMP (Shipped in

Returnable Dunnage)

Gen IV

105

9 wks

12561680

FLYWHEEL - 10 week lead time

Gen IV

10 wks

●

12580069

Dipstick, Extended 4.8L/6.0L

Gen IV

250

9 wks

12580352

BRAKET ASM-IGN COIL (Shipped in

Returnable Dunnage)

Gen IV

13 wks

●

12588400

SHIELD-STRTR HT

Gen IV

9 wks

12617944

GSKT - EXH MANIFOLD (MULTI-LAYER

STEEL) - 19 week lead time

Gen IV

225

19 wks

●

12629992

Throttle

Gen IV

108

9 wks

12637686

Cover ASM-VLV RKR ARM

Gen IV

9 wks

12612427

VALVE EXHA

Gen IV 6.0L with HD

Heads

3744

23 wks

●

12622674

COVER ASM-INT MANIF FRONT

(BEAUTY COVER w/CADILLAC LOGO)

Gen IV LSA -

Cadillac

9 wks

12626332

COVER ASM-INT

Gen IV LSA -

Cadillac

9 wks

12578550

BRACKET-GEN & DRV BELT TENSR

Gen IV-LSA

264

9 wks

12593036

FLYWHEEL (8-BOLT ATTACH & WIDE

RING GEAR - COMMON w/LST) 17 week

lead time

Gen IV-LSA

17 wks

●

12606031

PULLEY ASM-SPCHG BELT IDLER

Gen IV-LSA

28 wks

●

12606500

BRACKET-SPCHG BELT TENSR

Gen IV-LSA

432

9 wks

12606501

BRACKET-SPCHG BELT IDLER PUL

Gen IV-LSA

9 wks

12622033

GASKET-CYL HD

Gen IV-LSA

20 wks

●

Page 13 of 20

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 40

12622452

TENSIONER ASM-SPCHG BELT

Gen IV-LSA

23 wks

●

12637617

STARTER ASM (Shipped in Returnable

Dunnage)

Gen IV-LSA

160

9 wks

12636227

BELT SPCHG replaces 12628026

Gen IV-LSA

9 wks

11588751

Bolt

GEN V

200

9 wks

11561936

Stud

GEN V

350

14 wks

●

11570516

Bolt

GEN V

250

9 wks

11588714

BOLT/SCREW-UPR INT MANIF CVR

GEN V

1500

9 wks

11588722

BOLT/SCREW-A/TRNS

GEN V

900

9 wks

11588757

Bolt

GEN V

9 wks

11610448

Alternator Bracket

GEN V

315

9 wks

11611266

Bolt

GEN V

120

9 wks

11611384

BOLT/SCREW

GEN V

100

9 wks

12608814

Coolant Sensor

GEN V

180

9 wks

12619161

Coil

GEN V

12 wks

●

12622441

SPARK PLUG ASM (Shipped in

Returnable Dunnage)

GEN V

100

9 wks

12623095

Knock Sensor

GEN V

105

10 wks

●

12626059

TENSIONER ASM DRV BELT (Shipped in

Returnable Dunnage)

GEN V

576

9 wks

12626075

PULLEY ASM-BELT IDLER (Shipped in

Returnable Dunnage)

GEN V

576

11 wks

●

12626076

Belt - Truck Acc Drive

GEN V

11 wks

●

12626078

Bracket , Gen & Drv Belt Tensr

GEN V

19 wks

●

12629519

Idler Pulley

GEN V

1176

9 wks

12633447

Spark plug wire

GEN V

3240

12 wks

●

12635397

Oil Pressure Sensor

GEN V

420

9 wks

12637351

BRACKET ASM-GEN

GEN V

15 wks

●

12640390

Knock Sensor Shield

GEN V

180

9 wks

12644228

MAP Sensor

GEN V

600

9 wks

12655055

STARTER ASM

GEN V

120

17 wks

●

12657093

GASKET-EXHAUST MANIFOLD

GEN V

19 wks

●

12659516

SENSOR ASM OXY - Replaces 12637679

(Shipped in Returnable Dunnage)

GEN V

100

11 wks

●

12665555

MODULE ASM ENG MEFI 7

GEN V

9 wks

838653

BOLT/SCREW-CLU PRESS PLT

MISC-MULTIPLE

USAGE

900

9 wks

Page 14 of 20

9440024

BOLT-HEX HD

MISC-MULTIPLE

USAGE

325

9 wks

10224557

STUD

MISC-MULTIPLE

USAGE

200

9 wks

11514516

NUT METRIC HEX FLG replaces

11507053

MISC-MULTIPLE

USAGE

4500

9 wks

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 41

11514597

NUT-M10, FLG

MISC-MULTIPLE

USAGE

1350

9 wks

11516704

BOLT-HV HS FLG HD SCREW GEN

MISC-MULTIPLE

USAGE

200

9 wks

11561797

BOLT/SCREW-START MOT-Replaces

12561387

MISC-MULTIPLE

USAGE

150

9 wks

11569956

BOLT-SPECIAL

MISC-MULTIPLE

USAGE

600

9 wks

11588724

BOLT/SCREW-ENG OIL CLR MTG PLT

MISC-MULTIPLE

USAGE

750

9 wks

11588727

BOLT/SCREW-SPCHG BELT IDLER PUL

BRKT

MISC-MULTIPLE

USAGE

500

9 wks

11588740

BOLT HVY HX ACORN FLG HD M10 X

35MM

MISC-MULTIPLE

USAGE

300

9 wks

11588741

BOLT/SCREW-DRV BELT TENSR

MISC-MULTIPLE

USAGE

280

9 wks

11588742

BOLT/SCREW-SPCHG BELT TENSR

BRKT

MISC-MULTIPLE

USAGE

260

9 wks

11588743

BOLT M10 X 50 FLD HD

MISC-MULTIPLE

USAGE

325

9 wks

11588744

BOLT/SCREW-GEN

MISC-MULTIPLE

USAGE

240

9 wks

11588749

BOLT/SCREW-SPCHG BELT TENSR

BRKT

MISC-MULTIPLE

USAGE

170

9 wks

11588752

BOLT/SCREW-SPCHG BELT TENSR

MISC-MULTIPLE

USAGE

200

9 wks

11588754

BOLT-HVY HX ACORN FLG HD

MISC-MULTIPLE

USAGE

150

9 wks

11589264

Exhaust Stud

MISC-MULTIPLE

USAGE

600

9 wks

11610633

BOLT/SCREW M10 1.5X120MM

STARTER BOLT

MISC-MULTIPLE

USAGE

135

9 wks

12550027

BOLT/SCREW-INT MANIF

MISC-MULTIPLE

USAGE

780

9 wks

12552096

BOLT/SCREW-W/PMP

MISC-MULTIPLE

USAGE

450

9 wks

12553332

BOLTS, FLYWHEEL

MISC-MULTIPLE

USAGE

500

9 wks

12555610

STUD SPECIAL M10 X 132

MISC-MULTIPLE

USAGE

150

9 wks

12555948

SUPPORT-SPLG WIRE

MISC-MULTIPLE

USAGE

140

9 wks

12568387

SPARK PLUG

MISC-MULTIPLE

USAGE

4800

15 wks

●

12570125

SENSOR ASM - KNOCK (Shipped in

Returnable Dunnage)

MISC-MULTIPLE

USAGE

105

9 wks

12574309

SENSOR ASM-ENG OIL PRESS

MISC-MULTIPLE

USAGE

280

9 wks

12580771

PULLEY

MISC-MULTIPLE

USAGE

9 wks

12580773

IDLER PULLEY

MISC-MULTIPLE

USAGE

9 wks

12589321

SENSOR-O2

MISC-MULTIPLE

USAGE

100

9 wks

12596851

SENSOR ASM-CRK/SHF POSN-Replaced

12562910

MISC-MULTIPLE

USAGE

198

9 wks

Page 15 of 20

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 42

12605677

PULLEY P/S PMP

MISC-MULTIPLE

USAGE

240

9 wks

12609457

O2 Sensor

MISC-MULTIPLE

USAGE

100

9 wks

12621649

OIL PRESS SENSOR ASM-ENG

MISC-MULTIPLE

USAGE

280

9 wks

12622308

O2 Sensor

MISC-MULTIPLE

USAGE

100

9 wks

12628025

TENSIONER ASM

MISC-MULTIPLE

USAGE

23 wks

●

12642442

MODULE ASM ENG MEFI 6

MISC-MULTIPLE

USAGE

9 wks

12647429

Wash Coated Substrate

MISC-MULTIPLE

USAGE

270

14 wks

●

12649040

MODULE ASM ENG MEFI 6A

MISC-MULTIPLE

USAGE

9 wks

12654117

MODULE ASM ENG CONT MEFI 6B

MISC-MULTIPLE

USAGE

9 wks

13500745

SENSOR ASM-FUEL PRESS

MISC-MULTIPLE

USAGE

180

9 wks

14037732

BOLT, not same as 12338064

MISC-MULTIPLE

USAGE

180

9 wks

15032594

Exhaust Nut

MISC-MULTIPLE

USAGE

1200

9 wks

15326386

SENSOR ASM-ENG COOL TEMP

Replaced 12146312 -10 week lead time

MISC-MULTIPLE

USAGE

300

10 wks

●

20756715

PUMP ASM P/S Replaces 15909825

MISC-MULTIPLE

USAGE

9 wks

20880829

Air Conditioner compressor

MISC-MULTIPLE

USAGE

9 wks

23150508

Alternator

MISC-MULTIPLE

USAGE

126

9 wks

09442916

SCREW ASM-CR/CA

MISC-MULTIPLE

USAGE

2750

9 wks

Page 16 of 20

GENERAL MOTORS LLC

OEM Sales

777 Joslyn Ave.

M/C 483-720-250

Pontiac, Michigan 48340-2925

Addendum No. 1

DRESS PARTS TERMS AND CONDITIONS OF PRICE QUOTATION

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 43

The issuance, receipt, or acceptance of this quotation shall not impose any obligations on any party.

A binding agreement for the sale and purchase of any products or parts herein quoted shall arise only

upon General Motors LLC written acknowledgment of a purchase order submitted pursuant to this

quotation to the appropriate plant.

The terms and conditions of this quotation shall be considered to be a part of any purchase order

issued by you and shall supersede and control any other or different terms and conditions of such

purchase order regardless of any provision to the contrary contained therein. GM’s

ACKNOWLEDGMENT OF YOUR PURCHASE ORDER IS NOT, AND IS NOT DEEMED TO BE,

ACCEPTANCE OF ANY PROVISION THEREOF WHICH IS INCONSISTENT WITH, OR MODIFIED, ANY

OF THE TERMS AND CONDITIONS OF THIS QUOTATION. Notwithstanding the foregoing, in

accordance with Section 2.2 of the Supply Agreement, dated November 10, 2016, between General

Motors LLC and Malibu Boats, LLC (the “Supply Agreement”), in the event of any inconsistencies,

variances or disagreements between the Supply Agreement and this quotation, the Supply

Agreement shall govern and the terms of the Supply Agreement shall supersede any terms of this

quotation.

Factory warranty / Factory Quality terms are described in addendum No.2 for Marine customers.

GM requires that the OEM assume responsibility, and OEMs issuance of a purchase order shall be

deemed to be acceptance of responsibility, for providing required service, warranty repairs and

special policy adjustments and/or campaign inspections and/or corrections on all products

to which

this quotation is applicable.

The components quoted herein are generally understood to be used solely in the OEM's first

installation including repair and not resold without adding value.

OEM assumes and shall have sole responsibility for the application of the engines in end-products

produced by, or for OEM, and in supplying products

to OEM pursuant to this price quotation. GM does

not, thereby, certify or approve the design or implementation of any specific application by OEM. GM

is not responsible for failures due to misapplication.

GM reserves the right, at any time, to alter or change the design of any component or part, and shall

have no obligation to make any such alterations or changes on components or parts previously sold.

GM reserves the right to increase or decrease the dress part prices quoted or change or withdraw

this quotation at any time with or without notice. The price quotations do not include any Federal,

State, or Local taxes measured by the selling price of any article and the amount of any such tax shall

be added to the prices quoted. Federal Excise Taxes are not applicable if purchaser provides GM with

proper tax exemption certificates.

Payment terms shown reflect financial position at the time of quotation. Applicable terms and credit

limits are to be established at time of initial shipment. GM reserves the right to periodically review

the financial condition of the customer, and accordingly, maintain or revise the terms or credit limits

previously established.

10.

GM reserves the right to withhold shipments to customers with past-due invoices, or debits to OEM’s

account, regardless of any remaining credit.

11.

Upon failure of the customer to meet the agreed-upon open account terms provided, GM reserves the

right to assess, at its discretion, a late payment charge equal to 1-1/2 percent per month on the past-

due balance owed the Corporation. However, in the event that applicable Federal or State law sets a

maximum rate for late payment fees which is less than 1-1/2 per cent per month, the late payment

charges assessed there under shall be set at the maximum rate permitted by law.

Page 17 of 20

GENERAL MOTORS LLC

OEM Sales

777 Joslyn Ave.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 44

M/C 483-720-250

Pontiac, Michigan 48340-2925

Addendum No. 2

Factory Warranty / Factory Quality

General Motors LLC will provide a limited factory warranty for “as shipped” quality issues on all dress

parts purchased through GM Global Supply Chain (GSC). The terms of the warranty for OEM Marine

engines are set forth in Section 11 of the Supply Agreement, dated __, 2016, between General Motors LLC

and Malibu Boats, LLC. The factory warranty period commences when OEM takes ownership and ends

when the products successfully pass through the OEM’s final quality inspection.

General Motors conducts annual Global Manufacturing System Built in Quality Assessments to ensure

each Manufacturing Site meets the intent of all relevant Automotive Quality Requirements, including

ISO/TS, AIAG and General Motors Customer Specific Requirements.

Engine Repair/Returns

GM will support a customer authorized

repair

of an engine with exchanged componentry at no cost to the

customer.

All engine

Returns

require a GM authorized Return Material Authorization (RMA). For those RMA eligible

engine returns that require removal of OEM value added content (includes perishables) GM will authorize

a standard $100 per engine amount to cover the allowable costs expended by the OEM except that:

•

Engines and GM designated dress parts must have a GM-issued “Return Material Authorization”

(RMA) before return shipment to a GM or supplier location.

•

The OEM customer is responsible for engine return shipping costs

•

The acceptance of a

Returned

product and/or the issuing of an RMA will not automatically

generate a replacement product for the OEM customer. A

replacement product

and the $100

per instance value added removal fee (if applicable) will only be issued based upon findings or

confirmation from GM that the problem condition resulted from GM materials and/or

workmanship.

•

At this time no Brazilian sourced engines will be returned to the source for evaluation. In those

instances where the plant accepts responsibility for the defect and supports it with an RMA the

customer may receive credit thru customer manager authorization. The disposition of the

product will be handled on a case by case basis.

Contact Douglas Christian (douglas.christian@gm.com) for a GM authorized Return Material

Authorization (RMA).

Page 18 of 20

General Motors LLC

OEM Sales

MEMORANDUM OF UNDERSTANDING

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 45

This memorandum of understanding serves as official notice to all General Motors LLC approved OEM

customers of the following roles and responsibilities as they relate to providing GM components.

•

If the component purchased from GM is not installed in a final product such as a motor vehicle,

watercraft, lift truck, generator etc.,

the OEM must “ADD VALUE” to the GM product prior to resale.

•

Note: For engines, "added value" is generally referred to as fuel, spark, accessory drive, coolant, paint, etc.

Typically transmissions are installed in the OEM's final product and do not fall under the "added value"

provision. Transmissions may not be purchased for the sole purpose of resale to a third party.

•

In order to secure and maintain OEM customer status, the following requirements must be met:

•

All OEM customers must have GM approved engineering capability, or have access to

engineering resources.

•

All OEM customers must have (or have access to) an established service network capable of

diagnosing and repairing the GM products purchased. OEM customers must also have an

established method or network to distribute service parts to their repair locations.

•

All OEM customers must assume responsibility for application validation, and maintain

records of all validation engineering activity. GM maintains the right to review validation

engineering documentation.

•

In certain instances, GM may require OEM engine customers to provide a list of customers

and their final applications (products) that use GM engines.

•

OEM customers agree to provide the GM OEM Sales Group with volume forecasts semi-

annually, or as requested by their customer manager.

•

Where possible, it is preferred that the OEM customer has one centralized location

responsible for all ordering and billing functions.

•

OEM Customer must serialize number all GM engines for service and warranty purposes (if

applicable) and maintain accurate records indicating such. Transmissions are typically

supplied to the OEM customer with a tag containing a serial number and build date.

•

When ordering engines, transmissions, or parts, the OEM customer must use the GM part

number on their purchase order and any other correspondence. The OEM's part number may

also be included.

•

GM will not provide engineering support for any customer considering the use of GM engines

and/or transmissions for On-Highway applications. As a purchase condition, customer must

demonstrate product capability & development for final application to the satisfaction of GM.

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 46

Page 19 of 20

Exhibit 7.1 – Pricing

Engine Desc

Malibu Ref PN

Pricing

(see note below)

FOB Point

2019 MY

2020 MY

2021 MY

2022 MY

2023 MY

*****

St. Catherines,

ONT, Canada

*****

St. Catherines,

ONT, Canada

*****

Export Corp,

Brighton, MI

*****

Export Corp,

Brighton, MI

*****

•

FOB Point: FCA – INCOTERMS 2010 - St. Catharines, Ontario (

*****

); Brighton, MI (

*****

)

•

Terms: Net 25

Proximo - Payment of invoices dated the 1st through the end of the

month are due on the 25th of the following month. U.S. Dollars.

•

Packaging: Returnable

•

Customer responsible for returnable packaging freight to FOB point

•

Returnable packaging must be returned to GM within 30 days of shipment where

possible to ensure continuous supply.

•

Aluminum Fluctuation –

*****

will be subject to adjustment due to aluminum price

fluctuation of more than 5%. Adjustments to the agreed prices will be yearly based on

changes to the AL LME-NASAAC Cash Settlement Price

•

Samples requested prior to GM MY SOP:

•

If requested after GM Pilot Stage (typically 3-6 months prior to MY SOP): Production

price

•

If requested prior to GM Pilot Stage: TBD

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 47

*****

CONFIDENTIAL TREATMENT: MALIBU BOATS, INC. HAS REQUESTED THAT THE OMITTED

PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED

CONFIDENTIAL TREATMENT. MALIBU BOATS, INC. HAS SEPARATELY FILED THE OMITTED

PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Exhibit 9.2- Notice of Change Process

OEM Notice of Change (NoC) Overview and Process

Purpose

Notify customers of upcoming changes to OEM products that could affect OEM customer

application.

NoC MUST be issued for:

•

Any interface item (“customer use” feature) that is changing (fit/form/function rule)

•

Appearance change – even though fit/form/function may not be impacted, if customer

will see a physical difference which may raise questions, we’d inform via NoC (i.e. new

paint color/coating etc.)

•

Internal changes that could impact performance (power/torque), service (including

torque specs), emissions, QRD, calibration, etc.

•

Major architectural changes to base engine (ex: going to PM rods, etc.)

NoC not required for (but is optional at OEM AE discretion):

•

Internal changes that do not affect any of the above criteria

•

Sourcing changes (which may affect piece cost)

•

Product discontinuation or new product introduction (this is an OEM Sales Group

Responsibility via different communication protocol)

•

NoC is not to be utilized in place of a Service Bulletin (i.e. field action)

•

Pilot/SOP dates (unless OEM’s previously notified of dates and we change them)

Miscellaneous Notes:

Goal is to provide sufficient info to OEM’s to understand and address the changes in a timely

manner.

Sending Protocol:

NoC Coordinator assigns change number and forwards to the affected customer list. Non user

customers may be deleted for a particular NoC (ex: only MEFI customers receive MEFI NoC)

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 48

OEM NoC Process

Application Engineer (AE) is the initiator and creates Initial Draft NoC.

NOTE: If Service Parts are referenced or impacted, NoC Draft is to be created

with support of CCA Service Engineering Supervisor.

Initiator has option to have “cross review” with other AE’s, then forwards final draft

to OEM EGM for approval (and cc to OEM Program Manager for 7 Year Plan impact)

OEM EGM to review/approve.

- If revision required, return to initiator for updates and return to step #1

- If approved – forward approval to NoC Coordinator.

NoC Coordinator assigns NoC Number, Issue Date and loads final version to website.

NoC Coordinator sends NoC to appropriate customer base (Marine vs. On-Highway)

Guidelines Updated: 23AP10 CAM/NoC Guidelines.doc

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 49

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 50

GM Powertrain

OEM NOTICE OF CHANGE

CHANGE NUMBER:

Number assigned by NoC Coordinator

CHANGE TITLE:

AE to create this reference title

DATE OF NOTICE:

15MR09 (note DDMMYY format)

PRODUCT DESCRIPTION:

Model Year and Product

CODES AFFECTED:

Suffix/Manufacturing codes, etc.

EFFECTIVE DATES:

Date (and/or breakpoint info)

CHANGE DESCRIPTION:

AE to complete this section. Reference NoC Guidelines published to web. Key items to

incorporate include:

Reason for change (if applicable)

– QRD, Supplier, Performance, Customer request, etc.

Describe in detail what is changing (include P/N as appropriate)

Current product and new product – focus on key differences (features)

How the customer can identify change (P/N, shape, color, etc.)

Specify how change may affect OEM customer product

Performance (torque/power), emissions, customer interface, etc.

Include photos/drawings/sketches/charts whatever

Include info as to when math models and/or parts will be available for evaluation (if req’d)

If Service Parts (Customer Care & Aftersales) is involved, confirm NoC content

with the CCA Engine Service & Parts Engineering Supervisor prior to submission to

OEM EGM for approval.

The author has the option to revise document font size as required

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC — page 51

For further information, please contact

John Doe – OEM Engineering

(248) 857-xxxx

john.doe @ gm.com

Exhibit 18

Notices

If to Seller:

General Motors LLC

GM Powertrain

Mail Code: 483-720-250

777 Joslyn Avenue

Pontiac, Michigan, 48340

Facsimile: (248) 857-4926

Attention: Manager NA OEM Sales

With a copy to:

General Motors LLC

Legal Staff

Transactions Group

Mail Code: 482-C23-D24

300 Renaissance Center

Detroit, MI 48265-3000

Facsimile: (313) 665-4960

Attention: Practice Area Manager

If to Buyer:

Malibu Boats, LLC

5075 Kimberly Way

Loudon, Tennessee 37774

Attention: Chief Financial Officer

SUPPLY AGREEMENT between Malibu Boats, LLC and General Motors LLC

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