INDEMNITY AGREEMENTIndemnity Agreement • October 13th, 2017 • Haymaker Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2017, by and between Haymaker Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
UNDERWRITING AGREEMENT between HAYMAKER ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: October 24, 2017Underwriting Agreement • October 27th, 2017 • Haymaker Acquisition Corp. • Blank checks • New York
The undersigned, Haymaker Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENT between HAYMAKER ACQUISITION CORP. andWarrant Agreement • October 27th, 2017 • Haymaker Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 24, 2017, is by and between Haymaker Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 29th, 2017 • Haymaker Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [________], 2017, by and between Haymaker Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Haymaker Acquisition Corp. New York, NY 10019Haymaker Acquisition Corp. • September 29th, 2017 • Blank checks • New York
We are pleased to accept the offer Haymaker Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Haymaker Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2017 • Haymaker Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2017, is made and entered into by and among Haymaker Acquisition Corp., a Delaware corporation (the “Company”), Haymaker Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 19th, 2017 • Haymaker Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 19, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Haymaker Acquisition Corporation, a Delaware corporation (the “Company”), and Haymaker Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 27th, 2017 • Haymaker Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 24, 2017, by and between Haymaker Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Haymaker Acquisition Corp. Floor 31 New York, NY 10019 Re: Initial Public Offering Gentlemen:Letter Agreement • October 27th, 2017 • Haymaker Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Haymaker Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration s
Haymaker Acquisition Corp. Floor 31 New York, NY 10019 Re: Initial Public Offering Gentlemen:Letter Agreement • October 19th, 2017 • Haymaker Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Haymaker Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration s
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • September 29th, 2017 • Haymaker Acquisition Corp. • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of September 28, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Haymaker Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., a New York general partnership (the “Purchaser”), having its principal place of business at 110 East 59th Street, New York, New York 10022.
HAYMAKER ACQUISITION CORP.Haymaker Acquisition Corp. • October 27th, 2017 • Blank checks • New York
This letter agreement by and between Haymaker Acquisition Corp. (the “Company”) and Mistral Capital Management, LLC (“Mistral”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BUSINESS COMBINATION AGREEMENT BY AND AMONG STEINER U.S. HOLDINGS, INC., NEMO (UK) HOLDCO, LTD., STEINER UK LIMITED, STEINER MANAGEMENT SERVICES, LLC, HAYMAKER ACQUISITION CORP., ONESPAWORLD HOLDINGS LIMITED, DORY US MERGER SUB, LLC, DORY ACQUISITION...Business Combination Agreement • November 1st, 2018 • Haymaker Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 1, 2018, is made by and among Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Steiner Leisure”), Steiner U.S. Holdings, Inc., a Florida corporation (“Steiner US”), Nemo (UK) Holdco, Ltd., a limited company formed under the laws of England and Wales (“Nemo UK”), Steiner UK Limited, a limited company formed under the laws of England and Wales (“Steiner UK”), Steiner Management Services LLC, a Florida limited liability company (“SMS”, and together with Steiner Leisure, Steiner US, Nemo UK, Steiner UK, each, a “Seller” and, collectively, “Sellers”), Steiner Leisure, in its capacity as representative of Sellers (the “Seller Representative”), Haymaker Acquisition Corp., a Delaware corporation (“HYAC”), OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Dory Parent”
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTTo Business Combination Agreement • January 8th, 2019 • Haymaker Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of January 7, 2019 (this “Amendment”), is made by and among Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas, in its capacity as representative of Sellers (the “Seller Representative”), and Haymaker Acquisition Corp., a Delaware corporation (“HYAC”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement (as defined below).
AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 8th, 2019 • Haymaker Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENT, dated as of January 7, 2019 (this “Amendment”), is made by and among Haymaker Sponsor, LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), Haymaker Acquisition Corp., a Delaware corporation (“HYAC”), OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Dory Parent”), and Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Steiner Leisure”). Sponsor, HYAC, Dory Parent and Steiner Leisure shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • November 1st, 2018 • Haymaker Acquisition Corp. • Blank checks • Delaware
This Director Designation Agreement (this “Agreement”) is made as of November 1, 2018, by and among OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Dory Parent”), Haymaker Acquisition Corp., a Delaware corporation (“HYAC”), Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Steiner Leisure”) and each other Person that becomes party to this Agreement after the date hereof in accordance with the terms hereof. All of the capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
HAYMAKER ACQUISITION CORP.Haymaker Acquisition Corp. • September 29th, 2017 • Blank checks • New York
This letter agreement by and between Haymaker Acquisition Corp. (the “Company”) and Mistral Equity Partners LLC (“Mistral”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
WAIVER AGREEMENTWaiver Agreement • November 1st, 2018 • Haymaker Acquisition Corp. • Blank checks
This WAIVER AGREEMENT (this “Waiver Agreement”) is entered into as of November 1, 2018, by and between Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Seller Representative”), Haymaker Acquisition Corp., a Delaware corporation (“HYAC”), Haymaker Sponsor, LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), and each holder of the issued and outstanding shares of Class B Common Stock of HYAC, par value $0.0001 per share (the “Class B Common Shares”) that is required to become bound by the terms and conditions hereof (together with the Sponsor, collectively, the “Class B Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 1st, 2018 • Haymaker Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of November 1, 2018, is made by and among Haymaker Sponsor, LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), Haymaker Acquisition Corp., a Delaware corporation (“HYAC”), OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Dory Parent”), and Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Steiner Leisure”). Sponsor, HYAC and Steiner Leisure shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ONESPAWORLD HOLDINGS LIMITED SUBSCRIPTION AGREEMENTSubscription Agreement • November 1st, 2018 • Haymaker Acquisition Corp. • Blank checks • New York
This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.
