AMENDED AND RESTATED WARRANT AGREEMENT between ONESPAWORLD HOLDINGS LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 25th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • 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.
SECOND LIEN CREDIT AGREEMENT dated as of March 19, 2019 among OneSpaWorld Holdings Limited, as Holdings, Dory Intermediate LLC, as the Borrower, The Lenders Party Hereto and Cortland Capital Market Services LLC, as Administrative Agent and Collateral...Second Lien Credit Agreement • March 25th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of March 19, 2019, among Dory Intermediate LLC, a Delaware limited liability company, (the “Borrower”), OneSpaWorld Holdings Limited, a company organized under the laws of the Commonwealth of The Bahamas (“Initial Holdings”), Cortland Capital Market Services LLC (“Cortland”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 19, 2019, is made and entered into by and among OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Company”), Haymaker Sponsor, LLC, a Delaware limited liability company (including any of its successor or assigns, the “Sponsor”), Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas and, solely for purposes of Section 5.10 of this Agreement, Haymaker Acquisition Corp., a Delaware corporation (“Haymaker”).
LOCK-UP AGREEMENTLock-Up Agreement • March 25th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 19, 2019 by and between (i) OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (including any successor entity thereto, the “Company”), (ii) the undersigned directors and officers of the Company (collectively, the “OSW D&Os”), (iii) Haymaker Sponsor, LLC, a Delaware limited liability company (including any of its successor or assigns, the “Sponsor”), (iv) Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Steiner Leisure”), (v) the undersigned directors and officers (collectively, the “Haymaker D&Os” and together with the OSW D&Os, the “D&Os”) of Haymaker Acquisition Corp. (“Haymaker”) and (vi) solely for purposes of Section 2 of the Agreement, Haymaker. Each of the Sponsor, Steiner Leisure, the D&Os and any person or entity who hereafter becomes a party to this
FIRST LIEN CREDIT AGREEMENT dated as of March 19, 2019 among OneSpaWorld Holdings Limited, as Holdings, Dory Intermediate LLC, as Lead Borrower, Dory Acquisition Sub, Inc., as U.S. Borrower, The Lenders Party Hereto and Goldman Sachs Lending Partners...First Lien Credit Agreement • March 25th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of March 19, 2019, among Dory Intermediate LLC, a Delaware limited liability company, (the “Lead Borrower”), Dory Acquisition Sub, Inc., a Delaware corporation (the “U.S. Borrower” and, together with the Lead Borrower, the “Borrowers” and each, individually, a “Borrower”), OneSpaWorld Holdings Limited, a company organized under the laws of the Commonwealth of the Bahamas (“Initial Holdings”), Goldman Sachs Lending Partners LLC (“GS Lending Partners”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
