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”
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).
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).
