FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 22nd, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2019, by and between OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Company”), and __________________ (“Indemnitee”).
OneSpaWorld Holdings Limited Common Shares ($0.0001 par value per share) AT- THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • December 7th, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • New York
OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), the Company’s common shares (the “Shares”), $0.0001 par value per share (the “Common Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
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”).
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”).
9,000,000 Shares ONESPAWORLD HOLDINGS LIMITED Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2023 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
The shareholders named in Schedule II hereto (the “Selling Shareholders”) of OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Company”), propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), an aggregate of 9,000,000common shares (the “Firm Shares”), par value $0.0001 per share, of the Company (“Common Shares”), in the respective amounts set forth opposite their respective names in Schedule II hereto. Steiner Leisure Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (“Steiner Leisure”) also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 1,350,000 Common Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • January 22nd, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • Florida
This Employment and Severance Agreement (the “Agreement”) is made as of November 1, 2018, by and between OneSpaWorld Holdings Limited (the “Company”), and Glenn Fusfield (“Employee”), and shall be effective as of the Effective Date as defined herein.
ONESPAWORLD HOLDINGS LIMITED PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • March 4th, 2022 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
OneSpaWorld Holdings Limited (the “Company”) has granted, as of the date (the “Grant Date”) specified in the Grant Notice to the Participant named in the Notice of Grant of Performance Stock Unit (the “Grant Notice”) to which this Performance Stock Unit Agreement (this “PSU Agreement”) is attached, the number of performance stock units (the “PSUs”) set forth in the Grant Notice, and upon the terms and conditions set forth in the Grant Notice and this PSU Agreement. The PSUs have been granted pursuant to and shall in all respects be subject to the terms and conditions of the OneSpaWorld Holdings Limited 2019 Equity Incentive Plan (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this PSU Agreement, and the Plan and shall be provided a prospectus for the Plan prepared in connection with the registration w
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.
CREDIT AGREEMENT Dated as of September 20, 2024 among DORY ACQUISITION SUB, INC., as U.S. Borrower, and ONESPAWORLD (BAHAMAS) LIMITED, as Bahamian Borrower, ONESPAWORLD HOLDINGS LIMITED, as Holdings, CERTAIN SUBSIDIARIES OF HOLDINGS PARTY HERETO, as...Credit Agreement • September 25th, 2024 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • New York
This CREDIT AGREEMENT is entered into as of September 20, 2024, among DORY ACQUISITION SUB, INC., a Delaware corporation (the “U.S. Borrower”), ONESPAWORLD (BAHAMAS) LIMITED, a company organized under the laws of the Commonwealth of The Bahamas (the “Bahamian Borrower” and together with the U.S. Borrower, the “Borrowers” and each a “Borrower”), ONESPAWORLD HOLDINGS LIMITED, a company organized under the laws of the Commonwealth of The Bahamas (“Holdings”), the Subsidiary Guarantors, the Lenders, and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
ONESPAWORLD HOLDINGS LIMITED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 12th, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
OneSpaWorld Holdings Limited (the “Company”) has granted, as of the date (the “Grant Date”) specified in the Grant Notice to the Participant named in the Notice of Grant of Restricted Stock Unit (the “Grant Notice”) to which this Restricted Stock Unit Agreement (this “RSU Agreement”) is attached, the number of restricted stock units (the “RSUs”) set forth in the Grant Notice, and upon the terms and conditions set forth in the Grant Notice and this RSU Agreement. The RSUs have been granted pursuant to and shall in all respects be subject to the terms and conditions of the OneSpaWorld Holdings Limited 2019 Equity Incentive Plan (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this RSU Agreement, and the Plan and shall be provided a prospectus for the Plan prepared in connection with the registration with
EMPLOYMENT AND SEVERANCE AGREEMENTEmployment Agreement • October 14th, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • Florida
This Employment and Severance Agreement (this “Agreement”) is made as of October 13, 2020, by and between OneSpaWorld Holdings Limited (the “Company”), and Susan Bonner (“Employee”), and shall be effective as of the Effective Date as defined herein.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 8th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 15, 2017 (this “Fourth Amendment”), to that certain Credit Agreement, dated as of December 9, 2015 (as amended, restated, amended and restated, extended, renewed, supplemented, modified or otherwise changed from time to time, the “Credit Agreement”), among STEINER LEISURE LIMITED, an international business company incorporated under the laws of the Commonwealth of the Bahamas (“Holdings”), STEINER U.S. HOLDINGS, INC., a Florida corporation, as the Lead Borrower (the “Lead Borrower”), each of the Subsidiaries of Holdings party thereto as Borrowers, each of the Subsidiaries of Holdings party thereto as Guarantors, the Lenders party thereto from time to time and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as the Administrative Agent (in such capacity the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”).
ONESPAWORLD HOLDINGS LIMITED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTNon-Employee Director Restricted Stock Unit Agreement • November 12th, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
OneSpaWorld Holdings Limited (the “Company”) has granted, as of the date (the “Grant Date”) specified in the Grant Notice to the Participant named in the Notice of Grant of Restricted Stock Unit (Non-Employee Director) (the “Grant Notice”) to which this Non-Employee Director Restricted Stock Unit Agreement (this “RSU Agreement”) is attached, the number of restricted stock units (the “RSUs”) set forth in the Grant Notice, and upon the terms and conditions set forth in the Grant Notice and this RSU Agreement. The RSUs have been granted pursuant to and shall in all respects be subject to the terms and conditions of the OneSpaWorld Holdings Limited 2019 Equity Incentive Plan (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this RSU Agreement, and the Plan and shall be provided a prospectus for the Plan pre
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 12, 2020, 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”), Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (including its successors and assigns, “SLL”) and the other parties identified as “Other Holders” on the signature pages of this Agreement (each signatory and SLL, a “Holder” and, collectively, the “Holders”).
FIFTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO OTHER CREDIT DOCUMENTSCredit Agreement • February 8th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
This FIFTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO OTHER CREDIT DOCUMENTS, dated as of January 11, 2018 (this “Fifth Amendment”), modifies that certain (i) Credit Agreement, dated as of December 9, 2015 (as amended restated, amended and restated, extended, renewed, supplemented, modified or otherwise changed from time to time, the “Credit Agreement”), among STEINER LEISURE LIMITED, an international business company incorporated under the laws of the Commonwealth of the Bahamas (“Holdings”), STEINER U.S. HOLDINGS, INC., a Florida corporation (the “Lead Borrower”), each other Credit Party party thereto, the Lenders party thereto from time to time and PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent (in such capacity the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”), (ii) Pledge Agreement, dated as of December 9, 2015 (as amended, restated, amended and restated, extended, renewed, supplemented, modified or otherwise changed from
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 8th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of April 1, 2016 (this “Second Amendment”), to that certain Credit Agreement, dated as of December 9, 2015 (as amended, restated, amended and restated, extended, renewed, supplemented, modified or otherwise changed from time to time, the “Credit Agreement”), among STEINER LEISURE LIMITED, an international business company incorporated under the laws of the Commonwealth of the Bahamas (“Holdings”), STEINER U.S. HOLDINGS, INC., a Florida corporation, as the Lead Borrower (the “Lead Borrower”), each of the Subsidiaries of Holdings party thereto as Borrowers, each of the Subsidiaries of Holdings party thereto as Guarantors, the Lenders party thereto from time to time and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as the Administrative Agent (in such capacity the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”).
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 1st, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • New York
This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT (this “First Amendment”) dated as of April 30, 2020, is 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”), each of the Lenders party hereto and GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent.
SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO OTHER CREDIT DOCUMENTSCredit Agreement • February 8th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
This SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO OTHER CREDIT DOCUMENTS, dated as of January 11, 2018 (this “Second Amendment”), modifies that certain (i) Credit Agreement, dated as of December 9, 2015 (as amended by the First Amendment to Credit Agreement and Amendment to Pledge Agreement, dated as of October 31, 2016, and as further amended, restated, amended and restated, extended, renewed, supplemented, modified or otherwise changed from time to time, the “Credit Agreement”), among STEINER LEISURE LIMITED, an international business company incorporated under the laws of the Commonwealth of the Bahamas (“Holdings”), IDEAL IMAGE DEVELOPMENT, INC., a Delaware corporation (“Ideal” or the “Lead Borrower”), STEINER U.S. HOLDINGS, INC., a Florida corporation (“SUS” and together with Ideal, the “Borrowers”), each other Credit Party thereto, the Lenders party thereto from time to time and NEWSTAR FINANCIAL, INC., as the Administrative Agent (in such capacity the “Administrative Ag
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 8th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of January 28, 2016 (this “First Amendment”), to that certain Credit Agreement, dated as of December 9, 2015 (as amended, restated, amended and restated, extended, renewed, supplemented, modified or otherwise changed from time to time, the “Credit Agreement”), among STEINER LEISURE LIMITED, an international business company incorporated under the laws of the Commonwealth of the Bahamas (“Holdings”), STEINER U.S. HOLDINGS, INC., a Florida corporation, as the Lead Borrower (the “Lead Borrower”), each of the Subsidiaries of Holdings party thereto as Borrowers, each of the Subsidiaries of Holdings party thereto as Guarantors, the Lenders party thereto from time to time and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as the Administrative Agent (in such capacity the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”).
ONESPAWORLD HOLDINGS LIMITED PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • October 13th, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
THIS PERFORMANCE STOCK UNIT AGREEMENT (this PSU Agreement”), dated as of the Grant Date specified above, is entered into by and between OneSpaWorld Holdings Limited, (the “Company”), and the Participant specified above (the “Participant”).
CREDIT AGREEMENT among STEINER LEISURE LIMITED, as Holdings STEINER U.S. HOLDINGS, INC., as Borrower VARIOUS LENDERS, NEWSTAR FINANCIAL, INC., as ADMINISTRATIVE AGENT and COLLATERAL AGENT Dated as of December 9, 2015Credit Agreement • February 8th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • Delaware
THIS CREDIT AGREEMENT, dated as of December 9, 2015, among STEINER LEISURE LIMITED, an international business company incorporated under the laws of the Commonwealth of the Bahamas (“Holdings”), STEINER U.S. HOLDINGS, INC., a Florida corporation, as the Borrower (the “Borrower”), the Lenders party hereto from time to time, NEWSTAR FINANCIAL, INC., as the Administrative Agent (in such capacity the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
GOVERNANCE AGREEMENTGovernance Agreement • June 15th, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • Delaware
This Governance Agreement (this “Agreement”) is made as of June 12, 2020, by and among OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Company”), Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Steiner Leisure”), each other Person that becomes party to this Agreement after the date hereof in accordance with the terms hereof as an SLL Investor Holder Party and, solely for purposes of Section 18 and any other provisions herein to the extent relating thereto, Haymaker Acquisition Corp., a Delaware corporation (“HYAC”). All of the capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement (as defined below).
ONESPAWORLD HOLDINGS LIMITED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 13th, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
THIS RESTRICTED STOCK UNIT AGREEMENT (this “RSU Agreement”), dated as of the Grant Date specified above, is entered into by and between OneSpaWorld Holdings Limited, (the “Company”), and the Participant specified above (the “Participant”).
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
AMENDMENT NO. 1 TO EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • May 10th, 2021 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
This Amendment No. 1 to Employment and Severance Agreement (this “Amendment”) is made the 31st day of March, 2021, to be effective as indicated herein, by and between OneSpaWorld Holdings Limited (the “Company”) and Leonard Fluxman (“Employee”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO PLEDGE AGREEMENTCredit Agreement • February 8th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs
This FIRST AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO PLEDGE AGREEMENT, dated as of October 31, 2016 (this “First Amendment”), modifies that certain (i) Credit Agreement, dated as of December 9, 2015 (as amended, restated, amended and restated, extended, renewed, supplemented, modified or otherwise changed from time to time, the “Credit Agreement”), among STEINER LEISURE LIMITED, an international business company incorporated under the laws of the Commonwealth of the Bahamas (“Holdings”), STEINER U.S. HOLDINGS, INC., a Florida corporation, as the Borrower (the “Borrower”), each other Credit Party party thereto, the Lenders party thereto from time to time and NEWSTAR FINANCIAL, INC., as the Administrative Agent (in such capacity the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) and (ii) Pledge Agreement, dated as of December 9, 2015 (as amended, restated, amended and restated, extended, renewed, supplemented, modified or otherwise changed fr
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • May 1st, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • New York
This AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT (this “First Amendment”) dated as of April 30, 2020, is 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”), each of the Lenders party hereto and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent.
TRANSITION AND RETIREMENT AGREEMENTTransition and Retirement Agreement • September 16th, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • Florida
This Transition and Retirement Agreement (this “Agreement”) is entered into as of the 15th day of September, 2020, by and between OneSpaWorld Holdings Limited (the “Company”), and Glenn Fusfield (“Fusfield”). The Company and Fusfield are sometimes referred to herein, collectively, as the “Parties” and each, individually, as a “Party.”
FORM OF WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • March 13th, 2023 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • New York
This Warrant Exchange Agreement (this “Agreement”) is made and entered into as of March 13, 2023 (the “Effective Date”), by and among OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the commonwealth of The Bahamas (the “Company”) and [•] (the “Holder” and, together with the Company, the “parties”).
JOINDER AND THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 8th, 2019 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • District of Columbia
JOINDER AND THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of May 18, 2016 (this “Third Amendment”), to that certain Credit Agreement, dated as of December 9, 2015 (as amended, restated, amended and restated, extended, renewed, supplemented, modified or otherwise changed from time to time, the “Credit Agreement”), among STEINER LEISURE LIMITED, an international business company incorporated under the laws of the Commonwealth of the Bahamas (“Holdings”), STEINER U.S. HOLDINGS, INC., a Florida corporation, as the Lead Borrower (the “Lead Borrower”), each of the Subsidiaries of Holdings party thereto as Borrowers, each of the Subsidiaries of Holdings party thereto as Guarantors, the Lenders party thereto from time to time and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as the Administrative Agent (in such capacity the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”).
INVESTMENT AGREEMENT by and amongInvestment Agreement • May 1st, 2020 • ONESPAWORLD HOLDINGS LTD • Services-membership sports & recreation clubs • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”) is entered into as of April 30, 2020, among OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Company”), Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Steiner”), and the investors set forth on the signature pages hereto under the heading “Co-Investors” (each, a “Co-Investor” and, together with Steiner, collectively, the “Investors”, and each, an “Investor”).
