Form of Amended and Restated Memorandum of Association and Articles of Association of OneSpaWorld Holdings Limited (included as Exhibit A to the Investment Agreement)

Exhibit 10.1

Confidential

INVESTMENT AGREEMENT

by and among

ONESPAWORLD HOLDINGS LIMITED,

STEINER LEISURE LIMITED

and

EACH OF THE OTHER INVESTORS LISTED ON THE SIGNATURE PAGES HERETO

Dated as of April 30, 2020

TABLE OF CONTENTS

i

ii

TABLE OF CONTENTS

Page

Schedules

Exhibits

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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”).

WHEREAS, concurrently with the execution and delivery of this Agreement, (a) the Company and the lenders under the First Lien Credit Agreement, by and among the Company, Dory Intermediate LLC, Dory Acquisition Sub, Inc., the lenders party thereto and Goldman Sachs Lending Partners LLC, as the Administrative Agent and as the Collateral Agent (the “First Lien Credit Agreement”), are entering into an amendment pursuant to which the lenders consent to certain modifications to the First Lien Credit Agreement as set forth therein (the “First Lien Credit Agreement Amendment”), and (b) the Company and the lenders under the Second Lien Credit Agreement, by and among the Company, Dory Intermediate LLC, the lenders party thereto and Cortland Capital Market Services LLC, as the Administrative Agent and as the Collateral Agent (the “Second Lien Credit Agreement”) are entering into an amendment pursuant to which the lenders consent to certain modifications to the Second Lien Credit Agreement as set forth therein (the “Second Lien Credit Agreement Amendment”).

WHEREAS, the Company desires to issue, sell and deliver to the Investors, and the Investors severally and not jointly desire to purchase and acquire from the Company, pursuant to the terms and subject to the conditions set forth in this Agreement, (i) an aggregate of 3,731,250 shares of the Company’s voting common shares, par value US$0.0001 per share (the “Voting Common Shares”) and an aggregate of 15,018,750 shares of the Company’s nonvoting common shares, par value US$0.0001 per share (the “Non-Voting Common Shares” and together with the Voting Common Shares, the “Common Shares”), each having the powers, preferences and rights, and the qualifications, limitations and restrictions, as set forth in the Second Amended and Restated Memorandum of Association and Articles of Association, substantially in the form attached hereto as Exhibit A (the “Second A&R Articles”), and (ii) an aggregate of 5,000,000 warrants (the “Warrants”, and together with the Common Shares, collectively, the “Purchased Securities”) representing the right to purchase one Common Share (Non-Voting Common Shares in the hands of any SLL Investor Holder and Voting Common Shares in the hands of all others) on the terms and subject to the conditions in the Warrant Agreement, substantially in the form attached hereto as Exhibit B (the “Warrant Agreement”), to be entered into by the Company and each Investor at the Closing.

WHEREAS, in consideration for, among other things, (a) Steiner providing a “back stop” for the Company’s equity financing and (b) Steiner’s agreement to voting limitations in respect of the Non-Voting Common Shares issuable to Steiner hereunder at the Closing and to convert a portion of the Common Shares issuable upon warrants directly or indirectly held by Steiner as of the date hereof into Non-Voting Common Shares on the terms and subject to the conditions herein, the Company desires to issue and deliver an aggregate of 2,833,250 Voting Common Shares and an aggregate of 2,166,750 Non-Voting Common Shares (collectively, the “Additional Shares” and together with the Purchased Securities, the “Acquired Securities”), such Common Shares representing the full satisfaction by the Company of its obligation to issue the Steiner Deferred Shares (as defined in the Business Combination Agreement, dated as of November 1, 2018 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “BCA”)) pursuant to Section 2.6 of the BCA.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01 Definitions. (a) As used in this Agreement (including the recitals hereto), the following terms shall have the following meanings:

“Action” means any lawsuit, litigation, action, audit, demand, examination, hearing, claim, complaint, charge, investigation, proceeding, suit or arbitration (in each case, whether civil, criminal or administrative and whether public or private) pending by or before or otherwise involving, any Governmental Entity.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person; provided, that (i) the Company and its Subsidiaries shall not be deemed to be Affiliates of any of the Investors or any of their respective Affiliates, and (ii) Catterton and the Affiliates of Catterton shall be deemed to be Affiliates of Steiner. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling,” “controlled,” “controlled by” and “under common control with” have meanings correlative to the foregoing.

“Alternative Transaction” means, in each case involving any Person other than the Steiner Investors or one of their Affiliates, any (i) direct or indirect sale, lease, assignment, exchange, acquisition or other transfer or disposition (whether by merger, consolidation, business combination, share exchange, joint venture or otherwise and whether in a single or series of transactions) of (A) all or substantially all of the assets of the Company or any of its Subsidiaries (including any securities of any such Subsidiary), or (B) 10% or more of the consolidated assets of the Company or to which 10% or more of the consolidated revenues or earnings of the Company are attributable for the most recent fiscal year in which audited financial statements are available; (ii) other than compensatory grants under Company Stock Plans, direct or indirect issuance, sale or other disposition (whether by merger, consolidation, business combination, share exchange, joint venture or otherwise), of securities (or options, rights, or warrants to purchase, or securities convertible into or exchangeable for, such securities), including any Equity Securities, of the Company or any of its Subsidiaries; (iii) tender offer or exchange offer as defined pursuant to the Exchange Act that, if consummated, would result in any Person or Group directly or indirectly acquiring beneficial ownership of 10% or more of any class or series (or the voting power of any class or series) of Equity Securities of the Company or any of its Subsidiaries or any other transaction (whether by merger, consolidation, business combination, share exchange, joint venture or otherwise) in which any Person or Group would, if consummated, directly or indirectly acquire beneficial ownership, or the right to acquire beneficial ownership, of 10% or more of any class or series (or the voting power of any class or series) of Equity Securities; or (iv) any combination of the foregoing (in each case, other than the arrangements contemplated by the Transaction Documents or pursuant to agreements in effect as of the date hereof with respect to the issued and outstanding Equity Securities of the Company described in the second sentence of Section 3.02(a)).

Any Person shall be deemed to “beneficially own,” to have “beneficial ownership” of, or to be “beneficially owning” any securities (which securities shall also be deemed “beneficially owned” by such Person) that such Person is deemed to “beneficially own” within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date hereof; provided, that any Person shall be deemed to beneficially own any securities that such Person has the right to acquire, whether or not such right is exercisable immediately.

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“Articles” means the Amended and Restated Memorandum of Association and Articles of Association of the Company, as may be amended, supplemented or otherwise modified from time to time.

“Board” means the board of directors of the Company.

“Business Day” means any day except a Saturday, a Sunday or other day on which the SEC or banking institutions in New York, New York and Nassau, Bahamas are authorized or required by Law, regulation or executive order to be closed.

“Catterton” means Catterton Management Company, L.L.C.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company Stock Plans” means the Company’s 2019 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time.

“Contract” means any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or other agreement, arrangement or understanding.

“EBITDA” means “Consolidated EBITDA”, as defined in the First Lien Credit Agreement, or, if the First Lien Credit Agreement is of no further force and effect, the definition of “Consolidated EBITDA” (or, if no such definition, a similar construct) under the credit agreement governing the Company’s senior-most credit facility.

“Equity Securities” means, as applicable, (a) any capital stock, membership interests or other share or equity capital, (b) any securities directly or indirectly convertible into or exchangeable for any capital stock, membership interests or other share or equity capital or containing any profit participation features, (c) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership interests, other share or equity capital or securities containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, membership interests, other share or equity capital or securities containing any profit participation features, (d) any share appreciation rights, phantom share rights or other similar rights, or (e) any Equity Securities issued or issuable with respect to the securities referred to in clauses (a) through (d) above in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fraud” means, with respect to a party, a knowing and intentional misrepresentation of a material fact with respect to any representation or warranty made by such Party in Article III or Article IV, as applicable, of this Agreement with the intent to induce another Party to execute this Agreement and consummate the transactions contemplated hereby and upon which such other Party reasonably relied and as a result of which such other Party suffered damages.

“GAAP” means generally accepted accounting principles in the United States, consistently applied.

“Governance Agreement” means the Governance Agreement to be entered into at the Steiner Closing by and among the Company, Steiner and HYAC, substantially in the form attached hereto as Exhibit D.

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“Governmental Entity” means any U.S. or non-U.S. federal, state, local, municipal or other governmental or quasi-governmental or regulatory (including any stock exchange) authority, agency, court, commission, arbitral body or other entity or self-regulatory organization.

“Group” means a “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision, of the Exchange Act.

“HYAC” means Haymaker Acquisition Corp., a Delaware corporation.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IBC Act” means the International Business Companies Act, 2000, as amended.

“Immediate Family Member” means, with respect to any individual, any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of such individual, or any Person (other than a tenant or an employee) sharing the household of such individual.

“Judgment” means any judgment, injunction, order or decree of any Governmental Entity.

“Knowledge” means, with respect to the Company, the actual knowledge as of the date hereof of Leonard Fluxman, Stephen Lazarus or Glen Fusfield, assuming due inquiry of the direct reports of such individuals.

“Law” means any federal, state, local, foreign, national or supranational statute, law (including common law), act, ordinance, treaty, rule, code, regulation or other binding directive or guidance issued, promulgated or enforced by a Governmental Entity having jurisdiction over a given matter.

“Liabilities” means, collectively, all obligations, liabilities, commitments, debts, deficiencies, penalties, taxes, fines, claims, losses, costs or expenses and causes of actions of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due.

“Liens” means any pledges, liens, charges, mortgages, encumbrances, security interests, preemptive right, right of first offer or refusal, purchase right, transfer restriction, servitude, license, charge, option, warrant or other similar encumbrance or restriction.

“Material Adverse Effect” means any circumstance, development, effect, change, event, occurrence or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, assets, Liabilities or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the following, and no effect, change, event or occurrence arising out of, or resulting from, the following, shall constitute or be taken into account, individually or in the aggregate, in determining whether a Material Adverse Effect has occurred or may occur: any effect, change, event or occurrence that results from or arises in connection with (i) changes in or conditions generally affecting the industry in which the Company and its Subsidiaries operate, (ii) general economic or regulatory, legislative or political conditions or securities, credit, financial or other capital markets conditions in any jurisdiction, (iii) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war (whether or not declared), sabotage, terrorism or man-made disaster, or any escalation or worsening of any of the foregoing, (iv) natural disaster or any pandemic or epidemic, including COVID-19, (v) any change in GAAP (or authoritative interpretation thereof) after the date hereof, including accounting and financial reporting pronouncements by the SEC and the Financial Accounting Standards Board, or applicable Law, (vi) any change resulting or

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arising from the execution and delivery of this Agreement or the public announcement of the Transactions (provided that the exception in this clause (vi) with respect to the execution and delivery of this Agreement shall not apply to the representations and warranties set forth in Section 3.03(b) to the extent that such representations or warranties purport to address the consequences resulting or arising from the execution and delivery of this Agreement or the condition set forth in Section 6.03(a) to the extent it relates to such representations and warranties), (vii) any decline, in and of itself, in the market price, or change in trading volume, of the capital stock of the Company or (viii) any failure to meet any internal or public projections guidance or estimates (it being understood that the exceptions in clauses (vii) and (viii) shall not prevent or otherwise affect a determination that any circumstance, development, effect, change, event, occurrence or state of facts giving rise to or contributing to any such change, decline or failure referred to therein is, or should be taken into account in determining whether there has been, a Material Adverse Effect); provided, that the exceptions in clauses (i), (ii), (iii), (iv) and (v) above shall not apply to the extent such circumstance, development, effect, change, event, occurrence or state of facts has a material and disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its Subsidiaries operate, or (b) the ability of the Company and its Subsidiaries to timely consummate the Transactions or to perform their respective obligations under the Transaction Documents.

“NASDAQ” means The Nasdaq Capital Market and its successors.

“Neuberger Berman” means (i) Neuberger Berman Alternative Funds, Neuberger Berman Long Short Fund and (ii) NB All Cap Alpha Master Ltd.

“Option” means an unexercised option to purchase Common Shares granted under a Company Stock Plan or otherwise.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Entity or other entity.

“Related Documents” means the Second A&R Articles, the Governance Agreement, the Registration Rights Agreement, the Warrant Agreement and any other Contracts between or among the Company, one or more of the Investors or any of their respective Affiliates entered into in connection with the transactions contemplated by this Agreement.

“Registration Rights Agreement” means the Second Amended and Restated Registration Rights Agreement to be entered into by and among the Company, each of the Investors and the other Persons set forth therein, substantially in the form attached hereto as Exhibit C.

“Representative” means, with respect to any Person, the directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives of such Person.

“RSU” means a restricted stock unit in respect of Common Shares.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shareholder Approval” means the affirmative vote of a majority of the votes cast by shareholders of the Company present in person or represented by proxy at the Company Shareholders’ Meeting to approve (a) the issuance of the Purchased Securities and Warrant Shares contemplated hereby for purposes of NASDAQ Rule 5635 or any successor rule thereto and (b) the amendment of the Articles pursuant to the Second A&R Articles.

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“SLL Investor Holders” means, collectively, (a) Steiner, (b) Catterton Management Company, L.L.C. and (c) any Affiliates of the foregoing that beneficially own Common Shares as of any determination time.

“Subsidiary” means, with respect to any Person, another Person, an amount of the voting securities, other voting rights or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, more than 50% of the equity interests of which) is owned directly or indirectly by such first Person.

“Transaction Documents” means this Agreement and the Related Documents.

“Transactions” means the transactions contemplated by this Agreement and the Related Documents.

“Warrant Shares” means the Non-Voting Common Shares or Voting Common Shares, as applicable, issuable upon the exercise of the Warrants.

(b) In addition to the terms defined in Section 1.01(a), the following terms have the meanings assigned thereto in the Sections set forth below:

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ARTICLE II

Purchase and Sale

SECTION 2.01 Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement (including Section 6.07), at the Closing, each Investor agrees with the Company and the Company agrees with each Investor that each such Investor shall purchase and acquire from the Company, and the Company shall issue, sell and deliver to each Investor, such Investor’s Purchased Securities in exchange for such Investor’s purchase price, in each case, set forth opposite his, her or its name on Schedule II (the purchase price of any Investor, the “Investor Purchase Price”, and the aggregate purchase price of all Investors, the “Purchase Price”), free and clear of any Liens (other than transfer restrictions under applicable securities Law or under the Articles). The purchase of the Purchased Securities by each Investor pursuant to this Section 2.01 is referred to as such Investor’s “Purchase”. At the Steiner Closing, the Company shall also issue and deliver the Additional Shares to Steiner or its designee, free and clear of any Liens (other than transfer restrictions under applicable securities Law or under the Articles). Steiner acknowledges and agrees that the issuance and delivery of the Additional Shares at the Steiner Closing shall represent, upon the issuance and delivery thereof, the full satisfaction by the Company of its obligation to issue the Steiner Deferred Shares pursuant to Section 2.6 of the BCA; provided that, for the avoidance of doubt, if this Agreement is terminated in accordance with its terms, Steiner’s rights, and the Company’s obligations, under Section 2.6 of the BCA shall remain unaltered and in full force and effect in accordance with the terms of the BCA.

SECTION 2.02 Closing.

(a) The closing of the Purchase by Steiner (the “Steiner Closing”) shall take place electronically by exchange of the closing deliverables by the means provided in Section 8.03, on the second Business Day following the satisfaction (or, to the extent permitted by Law, the waiver by the party entitled to the benefit thereof) of the conditions set forth in Sections 6.01, 6.02, 6.04 and 6.05, other than those conditions that by their nature are to be satisfied as of the Closing Date (but subject to the satisfaction or waiver of such conditions at the Steiner Closing), or at such other place, time and date as shall be agreed between the Company and Steiner. The Steiner Closing shall be deemed to occur and be effective as of 12:01 a.m., New York City time, on the Closing Date.

(b) The closing of the Purchase by the Co-Investors (the “Co-Investor Closing”) shall take place electronically by exchange of the closing deliverables by the means provided in Section 8.03, on the second Business Day following the satisfaction (or, to the extent permitted by Law, the waiver by the party entitled to the benefit thereof) of the conditions set forth in Sections 6.01, 6.03, 6.04, and 6.06 other than those conditions that by their nature are to be satisfied as of the Closing Date (but subject to the satisfaction or waiver of such conditions at the Co-Investor Closing), or at such other place, time and date as shall be agreed between the Company and a majority-in-interest of the Investors (based on the number of Acquired Securities to be issued hereunder). The Co-Investor Closing shall be deemed to occur and be effective as of 12:01 a.m., New York City time, on the Closing Date. To the extent the applicable conditions have been satisfied, the parties hereto intend for the Co-Investor Closing and the Steiner Closing to occur concurrently on the Closing Date, subject to Section 6.07, Section 7.01(f) and the other applicable provisions contained herein. The term “Closing” shall mean (i) when used in reference to Steiner, the Steiner Closing and (ii) when used in reference to a Co-Investor, the Co-Investor Closing, and the term “Closing Date” means the date on which the Steiner Closing and/or the Co-Investor Closing occur, as the context so requires.

(c) At the applicable Closing, to effect the purchase and sale of the Purchased Securities and the issuance and delivery of the Additional Shares, and upon the terms and subject to the conditions set forth in this Agreement, (i) each Investor shall pay to the Company, by wire transfer to a bank account designated in writing by the Company to such Investor at least two Business Days prior to the applicable Closing Date, in immediately available funds, such Investor’s Investor Purchase Price, (ii) the Company shall deliver to each Investor evidence of the Acquired Securities issued to him, her or it at the Closing in book entry form (or, if the Acquired Securities are to be represented in certificated form, certificates representing such Acquired Securities), (iii) the Company shall (A) execute and deliver to the applicable Investors party thereto the Governance Agreement, the Registration Rights Agreement and the Warrant

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Agreement, (B) cause HYAC to execute and deliver to Steiner the Governance Agreement and (C) cause HYAC and use reasonable best efforts to cause the remaining members of Haymaker Sponsor, LLC who hold Registrable Securities (as defined in the Registration Rights Agreement, dated as of March 19, 2019, by and among the Company, Steiner, Haymaker Sponsor, LLC and, solely for the purpose of certain provisions thereof, Haymaker Acquisition Corp.) (such holders of Registrable Securities, the “Haymaker Sponsor Holders”) to execute and deliver to each of Investors the Registration Rights Agreement, (iv) Steiner shall execute and deliver to the Company the Governance Agreement, the Registration Rights Agreement and the Warrant Agreement, and (v) each Co-Investor shall execute and deliver to the Company the Registration Rights Agreement and the Warrant Agreement.

SECTION 2.03 Adjustments. Without limiting or affecting any of the provisions of Section 5.04, if, during the period between the date of this Agreement and the applicable Closing, any change in the outstanding Equity Securities of the Company shall occur as a result of any reclassification, recapitalization, stock split (including reverse stock split), merger, combination, exchange or readjustment of Equity Securities of the Company, subdivision or other similar transaction, or any dividend thereon payable in the Equity Securities of the Company with a record date during such period, the number of Acquired Securities and the exercise price of the Warrants to be issued at the applicable Closing shall be appropriately adjusted to eliminate the effect of such event on the number of Purchased Securities or the exercise price of the Warrants, as applicable.

ARTICLE III

Representations and Warranties of the Company

The Company represents and warrants to each Investor and Nomura Securities International, Inc. (the “Placement Agent”) as of the date hereof and as of the applicable Closing (except to the extent made only as of a specified date, in which case such representation and warranty is made as of such date) that, except as disclosed in any report, schedule, form, statement or other document (including exhibits (including those incorporated by reference and publicly available) and excluding any disclosures set forth in any “risk factors” section, any “forward looking statements” within the meanings of the Securities Act or the Exchange Act and any other disclosures that are generally cautionary, predictive or forward-looking in nature) filed with, or furnished to, the SEC and publicly available prior to the date hereof (the “Filed SEC Documents”) as follows:

SECTION 3.01 Organization; Standing.

(a) The Company has been duly organized and is validly existing as an international business company in good standing under the Laws of The Bahamas. The Company has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted and to own, lease and operate its properties and assets, except where the failure to have such power or authority would not have a Material Adverse Effect. The Company is duly licensed or qualified to do business and is in good standing (or the equivalent thereof, if applicable, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing, qualification or good standing necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Articles (as amended to the date hereof) are included in the Filed SEC Documents and are in full force and effect.

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(b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of the jurisdiction of its organization or formation, as applicable. Each of the Company’s Subsidiaries is duly licensed, qualified to do business and in good standing (or the equivalent thereof, if applicable, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing, qualification or good standing necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.02 Capitalization.

(a) As of April 28, 2020, the authorized capital stock of the Company consists of 250,000,000 Common Shares. At the close of business on April 28, 2020 (the “Capitalization Date”), (i) 61,218,151 Common Shares were issued and outstanding, (ii) no Common Shares were held by the Company in its treasury, (iii) 2,200,164 Common Shares were reserved and available for issuance pursuant to the Company Stock Plans, (iv) Options were issued and outstanding under the Company Stock Plans to purchase 4,375,892 Common Shares, (v) 423,944 Common Shares were subject to outstanding RSUs issued under the Company Stock Plans, (vi) warrants representing the right to purchase 24,150,379 Common Shares were issued and outstanding and (vii) no preferred shares were issued and outstanding. Since the Capitalization Date through the applicable Closing, except for (x) the issuance of the Acquired Securities pursuant to this Agreement, at the applicable Closing, or (y) the issuance of Equity Securities of the Company on or after the date hereof to the extent permitted by Section 5.14, neither the Company nor any of its Subsidiaries has (A) issued any Company Securities or incurred any obligation (whether contingent or otherwise) to make any payments based on the price or value of any Equity Securities or dividends or distributions paid thereon, other than the issuance of Common Shares in connection with the vesting, settlement or exercise of the Options and RSUs referred to above in accordance with their existing terms and conditions and that were outstanding as of the Capitalization Date or (B) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Equity Securities of the Company.

(b) Except as described in Section 3.02(a), as of the Capitalization Date, there were no (i) outstanding shares of capital stock of, or other Equity Securities in, the Company, (ii) outstanding securities convertible into or exchangeable for shares of capital stock of, or other Equity Securities in, the Company, (iii) outstanding options, warrants, stock appreciation rights, phantom stock rights, rights or other commitments or Contracts to acquire from the Company or any Subsidiary, or that obligate the Company or any Subsidiary to issue, any capital stock of, or other Equity Securities in, or any securities convertible into or exchangeable for shares of capital stock of, or other Equity Securities in, the Company, (iv) obligations of the Company or any Subsidiary to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract or commitment relating to any capital stock of, or other Equity Securities in, the Company (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Company Securities”) or (v) other obligations by the Company or any of its Subsidiaries to make any payments or provide any economic value based on the price or value of any Company Securities or dividends or distributions paid thereon. Except with respect to the Company Stock Plans, there are no outstanding Contracts or other arrangements of any kind that obligate (whether contingent or otherwise) the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, or obligate the Company to grant, extend or enter into any such Contracts or other arrangements relating to any Company Securities, nor are there any Contracts or other arrangements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or offer or similar rights with respect to any Company Securities. Other than as set forth in the Filed SEC Documents, none of the Company or any Subsidiary of the Company is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar Contract or understanding relating to any Company Securities or any other Contract or arrangement relating to the disposition, voting, transfer or

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dividends of or with respect to any Company Securities. All outstanding Common Shares have been duly authorized and validly issued and are fully paid, nonassessable and were not issued in violation of any purchase option, call option, preemptive right, resale right, subscription right, right of first refusal or similar right. The Acquired Securities and the Warrant Shares will be, when issued, duly authorized and validly issued, fully paid and nonassessable, free and clear of all Liens (other than transfer restrictions under applicable Law, this Agreement or the Articles) and issued in compliance with all applicable securities Laws, and none of the Acquired Securities or the Warrant Shares will be issued in violation of any purchase option, call option, preemptive right, resale right, subscription right, right of first refusal or offer or similar right. The Acquired Securities and the Warrant Shares, when issued, will have the terms and conditions and entitle the holders thereof to the rights set forth in the Second A&R Articles or, in the case of the Warrants, the Warrant Agreement. The Warrant Shares have been duly reserved for issuance. A sufficient number of Voting Common Shares has been, or will be at the applicable Closing, duly reserved for issuance upon the conversion of Non-Voting Common Shares into Voting Common Shares in accordance with Second A&R Articles. Upon the issuance of Common Shares following an exercise of the Warrants in accordance with the Warrant Agreement, such Common Shares when issued, will be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liens (other than transfer restrictions under applicable Law, this Agreement or the Articles), with the holders thereof being entitled to all rights accorded to a holder of Common Shares. Upon the issuance of Voting Common Shares following a conversion of Non-Voting Common Shares into Voting Common Shares in accordance with the Second A&R Articles, such Voting Common Shares when issued, will be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liens (other than transfer restrictions under applicable Law, this Agreement or the Articles).

(c) All of the outstanding Equity Securities of each material Subsidiary of the Company are held, directly or indirectly, by the Company, and each such Equity Security is duly authorized, validly issued, fully paid, nonassessable and free and clear of all Liens (other than Liens related to the First Lien Credit Agreement and the Second Lien Credit Agreement and transfer restrictions under applicable Law or the Articles) and was not issued in violation of any purchase option, call option, preemptive right, resale right, subscription right, right of first refusal or offer or similar right, and, except as set forth in the Transaction Documents, there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or Contract, any Contracts granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or offer or similar rights with respect to any securities of any Subsidiary of the Company.

SECTION 3.03 Authority; Noncontravention; Voting Requirements.

(a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and the Related Documents to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the Related Documents to which it is or will be a party, and the consummation by it of the Transactions, have been (or, in the case of any Related Document entered into after the date hereof, will be, upon execution thereof) duly authorized and approved by the Board, and, except for filing the Second A&R Articles with the Registrar General’s Department of The Bahamas pursuant to the IBC Act and obtaining Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Related Documents and the consummation by it of the Transactions. This Agreement has been, and each of the Related Documents to which it is or will be a party will be, upon execution thereof, duly executed and delivered by the Company and, assuming this Agreement has been and each of the

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Related Documents to which the Company is or will be a party is or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the Investors and/or the other Persons party thereto, this Agreement and each of the Related Documents to which it is or will be a party will be, upon execution thereof, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

(b) Neither the execution and delivery of this Agreement nor any of the Related Documents (or, in the case of any Related Document entered into after the date hereof, will be, upon execution thereof) by the Company, nor the consummation by the Company of the Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof or thereof, does or will (i) conflict with or violate any provision of (A) the Articles or (B) any organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals expressly referred to in Section 3.04 are obtained prior to the applicable Closing Date and the filings expressly referred to in Section 3.04 are made and any waiting periods thereunder have terminated or expired, (x) violate or constitute a default (or constitute an event that, with notice or lapse of time or both, would constitute a violation or default) under any of the contracts filed as exhibits, pursuant to Item 601(b)(10) of Regulation S-K, to the Company’s most recent Annual Report on Form 10-K (each, a “Material Contract”) or accelerate any obligations or rights under or give a right of termination of (whether or not with notice, lapse of time or both) any such Material Contract, (y) violate any Law, Judgment, writ or injunction of any Governmental Entity applicable to the Company or any of its Subsidiaries or (z) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, except, in the case of clause (ii), where such conflict, violation, default or other event, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

(c) The Board, at a meeting duly called and held, adopted resolutions (i) approving and declaring advisable and in the best interests of the Company and its shareholders the Transactions and the execution, delivery and performance by the Company of this Agreement, the Related Documents and the consummation of the Transactions, (ii) directing that the Company submit the Transactions to a vote at a meeting of the Company’s shareholders in accordance with the terms of this Agreement and (iii) recommending that the Company’s shareholders adopt and approve this Agreement and approve the Transactions (such recommendation, the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn.

(d) The Shareholder Approval is the only vote or approval of the holders of any Equity Securities of the Company or any of its Subsidiaries that is required under the rules and regulations of the SEC, the IBC Act, NASDAQ or otherwise to approve the Transactions and the consummation thereof.

SECTION 3.04 Governmental Approvals. Except for (a) compliance with the applicable requirements of the Exchange Act, including the filing with the SEC of a proxy statement relating to the Company Shareholders’ Meeting (as amended, supplemented or otherwise modified from time to time, the “Proxy Statement”), (b) the filing with the SEC of such current reports and other documents, if any, required to be filed with the SEC under the Exchange Act or Securities Act in connection with the Transactions, (c) compliance with the rules and regulations of NASDAQ, including in connection with obtaining Shareholder Approval, (d) the filing of the Second A&R Articles with the Registrar General’s Department of The Bahamas pursuant to the IBC Act, and (e) any filings, authorizations, consents or approvals as may be required under the HSR Act, no consent or approval of, or filing with, license from, permit or authorization of, declaration of or registration with, or notice to, any Governmental Entity or any stock market or stock exchange on which the Company’s Common Shares are listed for trading are necessary for or required to

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be made or obtained in connection with the execution and delivery of this Agreement or the Related Documents by the Company, the performance by the Company of its obligations hereunder or thereunder or the consummation by the Company of the Transactions, other than such consents, approvals, filings, licenses, permits, authorizations, declarations, registrations or notices the failure of which to obtain, make or give, individually or in the aggregate, are not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

SECTION 3.05 Company SEC Documents.

(a) The Company has filed or furnished, as applicable, with the SEC, on a timely basis, all reports, schedules, forms, statements and other documents required to be filed or furnished, as applicable, by the Company with the SEC pursuant to the Securities Act or the Exchange Act since March 19, 2019 (together with any exhibits and schedules thereto and other information incorporated therein, and as they have been amended, supplemented or otherwise modified since the time of filing, collectively, the “Company SEC Documents”) and, as of the applicable Closing, will have filed or furnished all other reports, schedules, forms, statements and other documents required to be filed or furnished by it subsequent to the date of this Agreement through applicable Closing with the SEC pursuant to the Securities Act or the Exchange Act (together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, collectively, the “Additional Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), the Company SEC Documents complied, and the Additional Company SEC Document will comply, in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Company SEC Documents or Additional Company SEC Documents, as applicable, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained, and none of the Additional Company SEC Documents will contain, any untrue statement of a material fact or omitted, or will have omitted, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, (i) the Company is eligible to file a Registration Statement on Form S-3, (ii) none of the Company’s Subsidiaries is required to file any documents with the SEC, (iii) there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents, (iv) to the Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation, and (v) there is no transaction, arrangement or other relationship between the Company and/or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity that is required by applicable Law to be disclosed in the Company SEC Documents and is not so disclosed. Each of the certifications and statements required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act, (B) 18 U.S.C. § 1350 (Section 906 of the Sarbanes–Oxley Act) or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents is, and with respect to the Additional Company SEC Documents will be, accurate and complete in all respects, and complies or will comply, as applicable, as to form and content with all applicable Laws.

(b) The consolidated financial statements of the Company (including all related notes or schedules) included or incorporated by reference in the Company SEC Documents (i) complied, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in shareholders’ equity for the periods covered thereby (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments), (iii) have been prepared in all material respects in accordance with GAAP (except, in the case of unaudited quarterly

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financial statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods covered thereby (except (A) as may be indicated in the notes thereto or (B) as permitted by Regulation S-X), and (iv) were prepared from, and are in accordance with, the books of account and other financial records of the Company and its Subsidiaries (except as may be indicated in the notes thereto).

(c) The Company has established and maintains, and at all times since March 19, 2019, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act relating to the Company and its Subsidiaries, on a consolidated basis, that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions. Since March 19, 2019, (A) neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm, has identified or been made aware of any “material weakness” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over financial reporting and (B) there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, to the Company’s Knowledge, there is no reason that its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due. The Company is, and has been at all times since March 21, 2019, in compliance in all material respects with the applicable listing and listing maintenance requirements and corporate governance rules and regulations of NASDAQ, and has not received any notice asserting any non-compliance with the listing requirements of NASDAQ.

(d) The Company’s auditor has at all times since March 19, 2019, been (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes–Oxley Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Company’s Knowledge, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Company’s auditors for the Company that were required to be approved in accordance with Section 202 of the Sarbanes–Oxley Act were so approved.

(e) The Proxy Statement (including any amendment or supplement thereto) will comply as to form in all material respects with the requirements of the Exchange Act and other applicable Law and will not, at the time it or any amendment or supplement thereto is filed with the SEC or at the time first published, sent or given to the shareholders of the Company, or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Investors or any Affiliates thereof for inclusion or incorporation by reference in the Proxy Statement.

SECTION 3.06 Legal Proceedings. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, there is no, and since March 19, 2019 has been no, (a) pending or, to the Knowledge of the Company, threatened Action against the Company or any of its Subsidiaries, or (b) outstanding order, Judgment, injunction, ruling, writ or decree of any Governmental Entity imposed upon the Company or any of its Subsidiaries.

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SECTION 3.07 Sale of Securities. Assuming the accuracy of the representations and warranties set forth in Section 4.07, the offer, sale and issuance of the Acquired Securities pursuant to this Agreement are exempt from the registration requirements and prospectus delivery requirements of the Securities Act and the blue sky laws of any applicable state. Without limiting the foregoing, neither the Company nor any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of or to investors with respect to offers or sales of the Acquired Securities, and neither the Company nor any Person authorized by the Company to act on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Acquired Securities under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Acquired Securities under this Agreement to be integrated with other offerings by the Company.

SECTION 3.08 No Broker. Except for fees payable to the Placement Agent and Duff & Phelps, LLC (which fees are payable by the Company), no agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any broker’s, finder’s, financial advisor’s or any other commission or similar fee, or the reimbursement of expenses in connection therewith, in connection with any of the Transactions based upon arrangements made by, or on behalf of, the Company or any of its Subsidiaries.

SECTION 3.09 Listing and Maintenance Requirements. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and listed on NASDAQ, and the Company has taken no action designed to (or which, to the Knowledge of the Company, is reasonably likely to) have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Company’s Common Shares from NASDAQ, nor has the Company received, as of the date hereof, any notification that the SEC or NASDAQ is contemplating terminating such registration or listing.

SECTION 3.10 Indebtedness. No default or event of default has occurred under the First Lien Credit Agreement or the Second Lien Credit Agreement (other than, if the applicable Closing Date occurs after June 30, 2020 as a result of failure to satisfy any financial covenants as of June 30, 2020, which default or event of default will be cured upon the Company’s receipt of the Purchase Price).

SECTION 3.11 No Takeover Statutes. The Company has taken all necessary action so that, assuming compliance by the Investors with their respective obligations hereunder and the accuracy of the representations and warranties made by the Investors herein, no state or foreign “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute, regulation or similar Laws that would (a) prohibit or restrict the Company’s ability to perform its obligations under this Agreement or to consummate the Transactions (including the issuance and sale of the Acquired Securities to the Investors), (b) have the effect of invalidating any of its rights under this Agreement or (c) subject any Investor to any impediment or condition in connection with the exercise of any of its rights under this Agreement.

SECTION 3.12 Tax Matters. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries has been a “controlled foreign corporation” within the meaning of Section 957 of the Code at any time since March 19, 2019 as determined for purposes of Section 863(d) of the Code and the Treasury regulations promulgated thereunder (a “CFC”). To the Company’s Knowledge, the acquisition of the Acquired Securities by the Investors on the applicable Closing Date will not, taking into account facts existing on the applicable Closing Date, cause the Company or any of its Subsidiaries to be a CFC.

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SECTION 3.13 No Other Investor Representations or Warranties. The Company hereby acknowledges and agrees that, in entering into this Agreement and the other Transaction Documents, it has relied solely on the representations and warranties expressly set forth in Article IV hereof and the representations and warranties set forth in the other Transaction Documents, and that neither the Investors nor any of their respective Affiliates, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Investors or any of their respective Affiliates, as applicable, or their respective businesses, operations, Liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to the Company or any of its Representatives or any information developed by the Company or any of its Representatives, in connection with or related to this Agreement, the other Transaction Documents or the Transactions.

ARTICLE IV

Representations and Warranties of each of the Investors

Each Investor, severally on behalf of himself, herself or itself only and not jointly, represents and warrants to the Company and, solely in the case of Sections 4.07, 4.09 and 4.10, the Placement Agent as of the date hereof and the applicable Closing Date (except to the extent made only as of a specified date, in which case such representation and warranty is made as of such date):

SECTION 4.01 Organization and Authority. Such Investor is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws of its jurisdiction of organization or formation, as applicable, and has all requisite corporate, limited liability company or other power and authority to carry on its business as presently conducted.

SECTION 4.02 Authorization; Enforceability. Such Investor has all requisite corporate, limited liability company or other power and authority to execute and deliver each Transaction Document to which it is or will be a party, to perform its obligations thereunder and to consummate the Transactions. The execution, delivery and performance of each Transaction Document to which it is or will be party by such Investor and the consummation by it of the Transactions and compliance with the provisions of each Transaction Document to which it is or will be party, by such Investor have been duly authorized (or, in the case of any Related Document entered into after the date hereof, will be, upon execution thereof) by all necessary corporate, limited liability company or other action on the part of such Investor. This Agreement has been, and each of the Related Documents to which it is or will be a party will be, upon execution thereof, duly executed and delivered by such Investor and, assuming this Agreement has been and each of the Related Documents to which such Investor is or will be a party, is or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the Company and/or the other Persons party thereto, this Agreement and each of the Related Documents to which it is or will be a party will be, upon execution thereof, a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms,

SECTION 4.03 No Conflict. The execution and delivery by such Investor of this Agreement and, as of the applicable Closing, the Related Documents to which it is party do not and will not, and the consummation of the Transactions by such Investor and the performance or compliance by such Investor with any of the terms or provisions of the Transaction Documents will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any right or benefit on the part of any third party under, or result in the

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creation of any Lien upon any of the properties or assets of such Investor under (i) the organizational or governing documents of such Investor or (ii) assuming that the authorizations, consents and approvals expressly referred to in Section 4.04 are obtained prior to the applicable Closing Date and the filings expressly referred to in Section 4.04 are made and any waiting periods thereunder have terminated or expired, (A) any term, condition or provision of any Contract to which such Investor or any of its Subsidiaries is a party or by which any of its properties or assets are bound and that is material to the business of such Investor and its Subsidiaries, taken as a whole, (B) any Law that is material to such Investor, or (C) any Judgment, permit, concession, grant or franchise, in each case, applicable to such Investor or any of its Subsidiaries or any of its properties or assets, other than, in the case of clause (ii) above, any such conflicts, violations, breaches, defaults, rights, losses or Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on such Investor’s ability to consummate the Transactions.

SECTION 4.04 Governmental Approvals. Except for (a) compliance with the applicable requirements of the Exchange Act, including the filing by the Company with the SEC of the Proxy Statement, (b) compliance with the rules and regulations of NASDAQ, including the Company obtaining the Shareholder Approval, (c) the filing by the Company of the Second A&R Articles with the Registrar General’s Department of The Bahamas pursuant to the IBC Act, and (d) any filings, authorizations, consents or approvals as may be required under the HSR Act, no consent or approval of, or filing with, license from, permit or authorization of, declaration of or registration with, or notice to, any Governmental Entity is necessary for the execution and delivery of this Agreement or the other Transaction Documents by such Investor, the performance by such Investor of its obligations hereunder or thereunder or the consummation by such Investor of the Transactions, other than such other consents, approvals, filings, licenses, permits, authorizations, declarations, registrations or notices that, if not obtained, made or given, would not, individually or in the aggregate, be material to such Investor’s ability to consummate the Transactions.

SECTION 4.05 Financing. Such Investor currently has, or will have at the applicable Closing, available funds necessary to consummate the applicable Purchase and pay his, her or its Investor Purchase Price on the terms and subject to the conditions contemplated by this Agreement.

SECTION 4.06 No Broker. No agent, broker, investment banker, financial advisor or other firm or Person is entitled to any broker’s, finder’s, financial advisor’s or any other commission or similar fee, or the reimbursement of expenses in connection therewith, in connection with any of the Transactions based upon arrangements made by or on behalf of such Investor or any of its Affiliates.

SECTION 4.07 Investment Intent. Such Investor acknowledges that the issuance of the Acquired Securities and Warrant Shares to such Investor will not have been registered under the Securities Act or under any state or other applicable securities Laws. Such Investor (a) acknowledges that it is acquiring the Acquired Securities (and the Warrant Shares) pursuant to an exemption from registration under the Securities Act solely for investment and for such Investor’s own account, not as nominee or agent, and with no present intention or view to distribute any of the Acquired Securities (or the Warrant Shares) to any Person in violation of the Securities Act, (b) will not sell or otherwise dispose of any of the Acquired Securities or the Warrant Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable state securities Laws, (c) is knowledgeable, sophisticated and experienced in financial and business matters, has previously invested in securities similar to the Acquired Securities and the Warrant Shares, fully understands the limitations on transfer and the restrictions on sales of such Acquired Securities and Warrant Shares, and is able to bear the economic risk of its investment and afford the complete loss of such investment, (d) (i) has such knowledge and experience in financial and business matters and in investments of this type, that it is capable of evaluating the merits and risks of its investment in the Acquired Securities and the Warrant Shares and of making an informed investment decision, (ii) has conducted an independent review and analysis of the business and affairs of

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the Company and its Subsidiaries that it considers sufficient and reasonable for purposes of making its investment in the Acquired Securities and the Warrant Shares and (iii) based thereon and on its own knowledge and the representations and warranties expressly set forth in Article III, has formed an independent judgment concerning the advisability of the Transactions, and (e) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act).

SECTION 4.08 No Other Company Representations or Warranties. Such Investor hereby acknowledges and agrees that, in entering into this Agreement and the Transaction Documents, it has relied solely on the representations and warranties expressly set forth in Article III hereof and the representations and warranties set forth in the other Transaction Documents, and that neither the Company nor any of its Subsidiaries, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, Liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such Investor or any of its Representatives or any information developed by any Investor or any of its Representatives, in connection with or related to this Agreement, the Transaction Documents or the Transactions.

SECTION 4.09 Arm’s Length Transaction. Such Investor is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Transactions. Additionally, without limiting the representations and warranties of the Company in Article III, such Investor (a) is not relying on the Company for any legal, tax, investment, accounting or regulatory advice, (b) has consulted with its own advisors concerning such matters and (c) shall be responsible for making its own independent investigation and appraisal of the Transactions.

SECTION 4.10 Private Placement Consideration. Such Investor understands and acknowledges that (a) its representations and warranties contained herein are being relied upon by the Company as a basis for availing itself of such exemption and other exemptions under the securities Laws of all applicable states and for other purposes, (b) no U.S. state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the Acquired Securities or any recommendation or endorsement thereof and (c) the Acquired Securities are “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a registered offering and that under applicable securities Laws such Acquired Securities (and the Warrant Shares) may be resold without registration under the Securities Act only pursuant to a valid exemption therefrom.

SECTION 4.11 Tax Matters. To the actual knowledge of Steiner, the acquisition of the Acquired Securities by Steiner on the applicable Closing Date will not, taking into account facts existing on the applicable Closing Date (including the limitations on voting of the Non-Voting Common Shares and the conversion of Voting Common Shares into Non-Voting Common Shares pursuant to Section 5.19), cause the Company or any of its Subsidiaries to be a CFC.

ARTICLE V

Additional Agreements

SECTION 5.01 Public Announcements. The Company and the Investors agree that the initial public announcement or any other press release or public announcement by the parties hereto or any of their Affiliates with respect to this Agreement or the transactions contemplated hereby shall be in such form or forms as shall be mutually agreed by the Company and the majority-in-interest of the Investors, except (i) as may be, as reasonably determined upon the advice of outside counsel, required by applicable Law or applicable stock exchange rules, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow each other party hereto reasonable time to comment on and take into account in good faith such other party’s comments on such announcement in

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advance of the publication thereof, and (ii) that any party hereto may make a press release or public announcement if the information contained therein or so disclosed substantially reiterates (and is not inconsistent with) previous press releases or public announcements made by such party in compliance with this Section 5.01.

SECTION 5.02 Reasonable Best Efforts. Subject to the terms and conditions set forth in this Agreement, the Company and each Investor agree that each of the Company and each Investor shall, and shall cause its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI are satisfied, and to consummate the Transactions as promptly as practicable, including, using reasonable best efforts to contest (i) any Action brought, or threatened to be brought, by any Governmental Entity seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or to impose any terms or conditions in connection with the Transactions and (ii) any Judgment that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the applicable Closing such further certificates, agreements and other documents and take such other actions as the other party or parties hereto may reasonably request and are reasonable necessary to consummate or implement the Transactions or to evidence such events or matters. Notwithstanding anything to the contrary in the Agreement, in the event that this Section 5.02 conflicts with any other covenant or agreement in this Article V that is intended to specifically address any subject matter, then such other covenant or agreement shall govern and control solely to the extent of such conflict.

SECTION 5.03 Shareholder Approval.

(a) As promptly as reasonably practicable (but in no event later than ten calendar days after the execution of this Agreement, the Company shall prepare the Proxy Statement in preliminary form and file it with the SEC. The Board shall make the Company Board Recommendation to the Company’s shareholders and shall include such recommendation in the Proxy Statement. Each Investor shall, upon specific written request thereof, provide to the Company any information as may be reasonably requested by the Company in connection with the preparation of, and required for inclusion in, the Proxy Statement; provided, however, that the Company shall not use any such information for any purposes other than those contemplated by this Section 5.03 unless (i) the Company obtains the prior written consent of the applicable Investor to such use, or (ii) to the extent that use of such information is required to, as reasonably determined upon the advice of outside counsel, avoid violation of applicable Law. Each of the Company and the Investors shall promptly, upon having actual knowledge thereof, correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. Subject to Section 5.12, the Company shall notify each Investor promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement and shall supply each Investor with copies of all written correspondence, and a summary of any oral comments, between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use its reasonable best efforts to (A) respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to promptly resolve such comments with the SEC and (B) cause the Proxy Statement to comply in all material respects with the Exchange Act and other applicable Law. Steiner and its counsel shall be given a reasonable opportunity to review any such comments and responses and the Company shall consider in good faith any such comments or responses and make the reasonable additions, deletions or changes suggested thereto by Steiner or its counsel. The Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to its shareholders as promptly as reasonably practicable after the resolution of any such comments, but in no event later than two (2) Business Days after the earlier of (x) the SEC confirming that it has no further comments to the Proxy Statement and (y) the

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tenth (10th) day after the filing of the Proxy Statement with the SEC if at such time the SEC has not provided any comments to the Proxy Statement. Prior to the filing of the preliminary form or any subsequent version of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the shareholders of the Company, or responding to any comments from the SEC with respect thereto, the Company shall provide Steiner with a reasonable opportunity to review and to propose comments on such document or response, which the Company shall consider in good faith.

(b) The Company shall, as promptly as reasonable practicable after the definitive Proxy Statement has been disseminated to the Company’s shareholders (and in any event no later than twenty (20) days thereafter), take all necessary actions in accordance with applicable Law, the Articles and the rules and regulations of NASDAQ to duly call, give notice of, set a record date for, convene and hold a meeting of its shareholders (including any adjournment, recess or postponement thereof, the “Company Shareholders’ Meeting”) for the purpose of obtaining the Shareholder Approval. The Company shall use its reasonable best efforts to promptly (and in any event within the time period described in the prior sentence) obtain the Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may, adjourn, recess, or postpone the Company Shareholders’ Meeting (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement under applicable Law, as determined by the Company in good faith and after consultation with and taking into account the views of its outside legal counsel and of Steiner and its outside legal counsel, is provided to the shareholders of the Company within a reasonable amount of time in advance of the Company Shareholders’ Meeting, (ii) if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, (iii) to solicit additional proxies necessary to obtain the Shareholder Approval or (iv) with the prior written consent of Steiner.

SECTION 5.04 NASDAQ Listing of Shares. The Company shall promptly following the date hereof apply to cause the Acquired Securities (other than the Warrants), to the extent not already approved for listing, and the Warrant Shares to be approved for listing on NASDAQ and shall otherwise use reasonable best efforts to obtain approval for the listing of such Acquired Securities (other than the Warrants) and Warrant Shares on NASDAQ, subject to official notice of issuance.

SECTION 5.05 Use of Proceeds. The Company shall use the proceeds from the Purchase Price (a) to pay any costs, fees and expenses incurred by it in connection with the Transactions, including the reimbursement of Steiner’s and its Affiliates’ costs, fees and expenses pursuant to Section 5.06, and (b) for working capital or other general corporate purposes; provided, that none of the proceeds shall be used to repay debt of the Company or any Subsidiaries on the date of the Steiner Closing unless mutually agreed in writing by the Company and Steiner.

SECTION 5.06 Expenses. Except as otherwise expressly provided herein, all fees, costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement, the Related Documents and the Transactions shall be paid by the party incurring such costs and expenses; provided, that the Company shall, at the Steiner Closing or in the circumstances required by Section 7.02, reimburse Steiner for or pay, as applicable, all of Steiner’s and its Affiliates’ reasonable and documented out-of-pocket fees, costs and expenses incurred by or on behalf of any of them in connection with the negotiation, preparation or execution of this Agreement or the Related Documents, the performance of any covenants or obligations hereunder or thereunder or the consummation of the Transactions (including travel expenses and the fees, costs and expenses of consultants, legal counsel, accountants, financial advisors and other Representatives in connection therewith, as well as for the avoidance of doubt, any fees, costs and expenses incurred in connection with (a) the negotiation, preparation or execution of the letter of intent entered into by Steiner and the Company and any tax or other diligence

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conducted by or on behalf of Steiner or any of its Affiliates in connection with or related to the Transactions or (b) any filings pursuant to Section 5.09 (including any administrative or filing fees); provided, further, that the maximum amount of such costs and expenses to be reimbursed by the Company pursuant to this Section 5.06 shall not exceed $1,250,000 in the aggregate.

SECTION 5.07 Governance Agreement; Board Composition .

(a) At least three (3) Business Days prior to the filing with the SEC of the Proxy Statement pursuant to Section 5.03(a) of this Agreement, (i) Steiner shall specify in writing to the Company one individuals to serve as a Class B director and one individual to serve as a Class C director of the Board immediately after the Steiner Closing, which directors will be subject to the designation rights described in the Governance Agreement (the “Initial Specified Steiner Designees”) and one individual to serve as a Class C director of the Board immediately following the Steiner Closing, which director seat will not be subject to the designation rights described in the Governance Agreement from and after the 2022 annual meeting of shareholders (the “Initial Non-Continuing Class C Steiner Designee”, and together with the Initial Specified Steiner Designees, collectively, the “Initial Steiner Designees”) and (ii) without limiting the generality of the rights of Steiner or any of the other SLL Investor Holders under the Governance Agreement from and after the Steiner Closing, Steiner (A) shall specify in writing one Initial Steiner Designee that will serve as a member of the compensation committee of the Board (the “Compensation Committee”) and one Initial Steiner Designee that will serve as a member of the nominating and governance committee of the Board (the “Nominating Committee”) and (B) may specify one Initial Steiner Designee that will serve as a Member of the audit committee of the Board (the “Audit Committee”); provided that the designees under this clause (ii) shall satisfy all applicable NASDAQ and SEC independence requirements for service on such committees.

(b) The Company and Steiner agree that at and prior to the Steiner Closing, the Company shall take all necessary and desirable actions such that, immediately following the Steiner Closing, (i) the Board is comprised of ten (10) directors, which continues to be divided into three (3) classes, designated Class A directors, Class B directors and Class C directors, (ii) the Initial Non-Continuing Class C Steiner Designee designated pursuant to Section 5.07(a) is a Class C director with a term ending at the 2022 annual meeting of the Company’s shareholders, the Initial Specified Steiner Designee designated pursuant to Section 5.07(a) as a Class C director is a Class C director with a term ending at the 2022 annual meeting of shareholders, the Initial Specified Steiner Designee designated pursuant to Section 5.07(a) as a Class B director is a Class B director with a term ending at the 2021 annual meeting of shareholders and each other individual serving on the Board is the individual, and serves in the class of directors, set forth on Schedule II attached hereto, unless otherwise agreed in writing by Steiner, and (iii) each committee of the Board is comprised of the same number of directors as of the date hereof, with the Initial Steiner Designees designated pursuant to Section 5.07(a) being members of the Compensation Committee, the Nominating Committee and, as applicable, the Audit Committee.

SECTION 5.08 No Solicitation; Transaction Support.

(a) From and after the execution of this Agreement and through the earlier of the Steiner Closing or termination of this Agreement in accordance with its terms, the Company shall not (whether through the Board or any committee thereof), and shall cause its Subsidiaries and its and their officers and directors to not, and use reasonable best efforts to cause each of its and their other respective Representatives to not, directly or indirectly: (i) initiate, solicit or encourage, or facilitate (including by way of furnishing information), any offer or proposal from any Person or Group which constitutes, or could reasonably be expected to result in, an Alternative Transaction or an inquiry with respect thereto; (ii) enter into, or authorize the Company or any of its Subsidiaries to enter into, any Contract (including any confidentiality or similar agreement), agreement in principle, letter of intent or other arrangement (including

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any non-binding term sheet or similar arrangement) with respect to any Alternative Transaction; (iii) engage in negotiations or discussions with, or provide any information or data or access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, any Person or Group, other than Steiner, its Affiliates or any of their respective Representatives, that the Company knows is seeking to make (or may reasonably be likely to seek to make), or has made, any offer or proposal that would constitute, or could reasonably be expected to result in, an Alternative Transaction, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any Person or Group to do or seek any of the foregoing; (iv) (A) fail to make, withdraw, qualify, amend or modify (or publicly propose or resolve to fail to make, withdraw, qualify, amend or modify), in any manner adverse to any of the Investors, the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement, (C) recommend, endorse, adopt or approve (or publicly propose or resolve to recommend, endorse, adopt or approve) any Alternative Transaction, (D) fail to either recommend against acceptance of any Alternative Transaction by the Company’s shareholders or reaffirm the Board’s recommendation for the transaction contemplated by this Agreement, in either case, within five (5) Business Days of the date such Alternative Transaction first becomes publicly known, (E) following a request in writing by Steiner that the Company Board Recommendation be reaffirmed publicly (it being agreed that Steiner may only make one (1) request pursuant to this clause (E)), fail to reaffirm publicly the Company Board Recommendation within five (5) Business Days after Steiner made such request or (F) agree to take or not take any of the foregoing actions in contravention of clauses (A) through (F) (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”); (v) take any action to make any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations inapplicable to any Person (other than the Investors) or any Alternative Transaction; or (vi) fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any class of Equity Securities of the Company or any of its Subsidiaries.

(b) Without limiting or affecting the other covenants, agreements and obligations in this Section 5.08, the Company shall promptly notify Steiner (but in no event later than 24 hours after receipt) of any indication, inquiry, expression of interest, proposal or offer received by the Company, its Subsidiaries or any of their respective Representatives relating to, or that could reasonably be expected to lead to, any Alternative Transaction, which notice shall be in writing and indicate the material terms and conditions of, and the Person or Group making an indication, inquiry, expression of interest, proposal or offer (including any changes or modifications thereto).

(c) The Company shall, and it shall cause each of its Subsidiaries and each of its and its Subsidiaries’ officers and directors to, and use reasonable best efforts to cause each of their respective other Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any parties conducted heretofore with respect to any Alternative Transaction.

(d) Nothing contained in this Agreement (including this Section 5.08) shall prohibit the Company from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act.

(e) At the Company Shareholders’ Meeting, each Co-Investor (for the avoidance of doubt, excluding any of such Co-Investor’s Affiliates) that beneficially owns any Common Shares as of the date hereof (such Common Shares, collectively, the “Covered Shares”) shall (if such Co-Investor is the record holder of such Covered Shares) (i) appear at such meeting (if applicable) or otherwise cause all Covered Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all Covered Shares (A) in favor of the Shareholder Approval, (B) in favor of any other matter considered at any Company Shareholders’ Meeting that the Board has determined is necessary or appropriate in furtherance of the Shareholder Approval, (C) in favor of any adjournment or postponement

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of the Company Shareholders’ Meeting recommended by the Company in order to obtain the Shareholder Approval and that is not in contravention of Section 5.03(b), and (D) against any proposal that does or would oppose, impede, frustrate, prevent or nullify the Shareholder Approval or any matter that is proposed in furtherance thereof. Until the earlier of the occurrence of the Company Shareholders’ Meeting or the termination of this Agreement in accordance with its terms, each Co-Investor shall not, directly or indirectly, (x) deposit or permit the deposit of the Covered Shares into a voting trust or enter into a tender, support, voting or similar agreement or arrangement with respect to the Covered Shares or (y) otherwise take any action with respect to any of the Covered Shares, in the case of each of clause (x) or clause (y), that would restrict, limit or interfere with the performance of the obligations under this Section 5.08(e).

SECTION 5.09 HSR Filings. As promptly as possible and, in any event, no later than five (5) Business Days following the date hereof, the Company and each Investor required to file shall file with the U.S. Federal Trade Commission (“FTC”) and the U.S. Department of Justice (“DOJ”) all forms and other documents required from each of them under the HSR Act for the consummation of the transactions contemplated hereby. Each of those filings shall request early termination of the waiting period under the HSR Act, and the Company and each Investor shall reasonably cooperate with each other in promptly producing such additional information as those authorities may reasonably require to allow for early termination to be granted. Each Investor required to so file shall pay all administrative or other filing fees associated with the filings submitted under the HSR Act in connection with, or related to, the Transactions (including by reason of any Investor’s investment pursuant hereto). The Company and each filing Investor shall: (a) reasonably cooperate with one another in preparing and submitting their respective filings under the HSR Act; (b) notify each other promptly of any material written or oral communication received from, and provide copies of written communication with, the FTC or the DOJ relating to those filings or the transactions contemplated hereby; (c) provide each other in advance, with a reasonable opportunity for comment thereon, drafts of any contemplated communication to the FTC or the DOJ relating to those filings or the transactions contemplated hereby; (d) provide each other reasonable advance notice of any non-ministerial meeting or conference with the FTC or the DOJ relating to those filings or the transactions contemplated hereby, and, unless prohibited by the FTC or the DOJ, permit each other to participate therein; provided, that, to the extent reasonably necessary to protect confidential information, the above communications and meetings may be redacted or limited to outside counsel for the relevant parties. The Company and each Investor shall use reasonable best efforts to comply with the HSR Act and satisfy the condition set forth in Section 6.01(d) hereto as promptly as possible and, in any event, no later than the Outside Date; provided, however, that nothing in this Section 6.2 shall, and the “reasonable best efforts” of Steiner shall in no event, require Steiner or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of the Company or any of its Subsidiaries or any entity, facility or asset of such Steiner or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. The Company shall not agree to take, or otherwise take, any of the measures described in clauses (i) through (iv) of the immediately preceding sentence, except with the prior written consent of Steiner.

SECTION 5.10 Haymaker Deferred Shares. With respect to the Founder Deferred Shares (as defined in the BCA), the parties hereto agree that, effective as of the Steiner Closing, Section 2.6(a)(vi) of the BCA is hereby amended and restated in its entirety by replacing it with the following:

“(vi) “Trigger Event” means any of the following: (A) the first day on which the Dory Parent Common Share 5-Day VWAP is equal to greater than $10.50 (such share price as adjusted pursuant to this Section 2.6, the “Price Target”); (B) in the case of a Change in Control, if the price per Dory Parent Common Share paid or payable in connection with such Change in Control is equal to or greater than the Price Target; or (C) the two year anniversary of the Steiner Closing (as defined in the Investment Agreement, dated as of April 30, 2020, among Dory Parent, Steiner Leisure and each of the investors listed on the signature pages thereto).”

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SECTION 5.11 Access to Information. From and after the date of this Agreement until the earlier of the Steiner Closing or the termination of this Agreement in accordance with its terms, upon reasonable notice, the Company shall, and shall cause each of its Subsidiaries to, provide to Steiner and its Representatives during normal business hours reasonable access to the books and records of the Company and its Subsidiaries (in a manner so as to not interfere with the normal business operations of the Company or any of its Subsidiaries); provided, however, that the Company shall not be required to provide such access if and to the extent doing so (a) would violate any Contract or Law to which the Company, any of its Subsidiaries or any of their respective Affiliates is a party or is subject or (b) could, as reasonably determined upon the advice of outside counsel, result in the loss of the ability to successfully assert attorney-client and work product privileges; provided that in the event either clause (a) or (b) of this Section 5.11 prevents disclosure or access contemplated by this Section 5.11, the Company shall use its reasonable best efforts to provide such information or such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or in a manner without violating such privilege, Contract or Law.

SECTION 5.12 Certain Notices. From and after the date of this Agreement until the earlier of the Steiner Closing or the termination of this Agreement in accordance with its terms, unless prohibited by applicable Law, the Company shall give prompt notice to Steiner and Neuberger Berman if any of the following occur: (a) receipt of any notice in writing from any Person alleging that the consent or approval of, filings with, license from, permit or authorization of, declaration of, registration with, or notices to, such Person is or may be required in connection with the Transactions; or (b) receipt by the Company, any of its Subsidiaries or any of their respective Representatives of any material notice or other communication from any Governmental Entity related to the Transactions on the terms and subject to the conditions set forth in this Agreement. Any notice pursuant to this Section 5.12 shall not affect, modify or otherwise limit any other covenant, agreement representation or warranty contained in this Agreement. Notwithstanding the foregoing, each Investor shall have the right, at any time and from time to time, to elect to not receive any notice or other information that contains any material non-public information with respect to the Company or any of its securities that the Company or any other Investors are otherwise required to deliver pursuant to this Agreement by delivering to the Company and the other Investors a written statement signed by such Investor stating that such Investor does not want to receive such notice or information (an “ MNPI Opt-Out Request”), in which case and notwithstanding anything to the contrary in this Agreement, the Company and each other Investor shall not be required to, and shall not, deliver any such notice or information required to be provided to such Investor. An MNPI Opt-Out Request shall remain in effect indefinitely unless an Investor who previously has delivered an MNPI Opt-Out Request to the Company revokes such request, which an Investor may do at any time, and there shall be no limit on the ability of an Investor to issue and revoke subsequent MNPI Opt-Out Requests.

SECTION 5.13 Reservation for Issuance. From and after the applicable Closing, the Company (a) shall at all times keep available for issuance (i) a sufficient number of unissued Common Shares of the applicable class or series to permit the Company to satisfy its issuance obligations with respect to the exercise of the Warrants for Warrant Shares, and (ii) a sufficient number of unissued Voting Common Shares to permit the Company to satisfy its obligations with respect to the conversion of Non-Voting Common Shares into Voting Common Shares pursuant to the Second A&R Articles, and (b) without limiting the generality of clause (a), shall take all actions required to increase the authorized number of applicable class or series of Common Shares if at any time there shall be insufficient unissued Common Shares of the applicable class or series to permit such reservation. The Company shall not enter into any Contract that is in conflict with or would cause the Company to violate its obligations under the preceding sentence.

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SECTION 5.14 Conduct of Business by the Company.

(a) From and after the date of this Agreement until the earlier of the Steiner Closing or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (i) conduct its operations in the ordinary course of business, and (ii) preserve the goodwill and current relationships with material customers, material suppliers and other Persons with which the Company or any of its Subsidiaries has material business relations.

(b) Without limiting the generality of Section 5.14(a), from and after the date of this Agreement until the earlier of the Steiner Closing or the termination of this Agreement in accordance with its terms, except as otherwise expressly contemplated by this Agreement, the Company shall not, and shall cause each of its Subsidiaries not to, take any of the following actions without the prior written consent of Steiner (not to be unreasonably withheld, conditioned or delayed):

(i) declare, set aside or make payment in respect of, any dividend or other distribution upon any Equity Securities of the Company or any of its Subsidiaries, other than dividends or distributions, declared, set aside or paid by any of the Company’s Subsidiaries to the Company or any Subsidiary that is, directly or indirectly, wholly owned by the Company;

(ii) redeem, repurchase or acquire any Equity Securities of the Company or any of its Subsidiaries, other than redemption or repurchases of shares from terminated employees or officers of the Company or any of its Subsidiaries in the ordinary course of business pursuant to any of the Company’s Material Contracts or plans in effect as of the date hereof;

(iii) transfer, issue, reclassify, sell, grant or otherwise directly or indirectly dispose of Equity Securities of the Company or any of its Subsidiaries other than (A) the authorization and issuance of the Acquired Securities and (B) issuances pursuant to any of the Company’s agreements or plans in effect as of the date hereof of Equity Securities to (x) officers or directors of the Company or any of its Subsidiaries under a Company Stock Plan or (y) non-officer employees of the Company or any of its Subsidiaries under a Company Stock Plan;

(iv) amend, waive, rescind or otherwise modify any provision of the Articles (other than to implement the Second A&R Articles);

(v) (A) sell, assign, abandon, lease, license or otherwise dispose of any material assets or properties of the Company and its Subsidiaries, other than inventory or obsolete equipment in the ordinary course of business, or (B) create, subject or incur any Lien on any material assets or properties of the Company and its Subsidiaries;

(vi) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than (A) intercompany loans or capital contributions between the Company and any of its Subsidiaries and (B) the reimbursement of expenses of employees in the ordinary course of business;

(vii) merge or consolidate the Company or any of its Subsidiaries with any Person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its material Subsidiaries;

(viii) authorize, recommend, propose or announce an intention to adopt, or otherwise effect or file for, a plan of complete or partial liquidation, dissolution, bankruptcy, restructuring, recapitalization, reorganization or similar transaction involving the Company or any of its material Subsidiaries;

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(ix) (A) increase or decrease the size of the Board or (B) except for the sole purpose of effectuating Section 5.07, change the classes on which members of the Board serve;

(x) enter into any Contract (including any amendment or modification to any existing Contract) with or consummate, directly or indirectly, any transaction or series of related transactions with (A) any Affiliate of the Company (other than, in the case of the Company, any of its Subsidiaries or, in the case of any Subsidiary of the Company, the Company or another Subsidiary of the Company), (B) any Person that, to the Company’s Knowledge, is part of a Group that beneficially owns at least 5.00% of the issued and outstanding Common Shares, (C) any individual who is or was (since the beginning of the last fiscal year for which the Company has filed an Annual Report on Form 10-K and proxy statement, even if such individual does not presently serve in that role) an officer or director of the Company, or (to the Company’s Knowledge) any other Person described in the foregoing clauses (A) or (B) or any nominee for director of the Company or (D) any Immediate Family Member (to the Company’s Knowledge) of any Person described in the foregoing clauses (A) through (C), in each case other than (1) any Contract or transaction entered into or effected, as applicable, on arms’ length terms or on an arms’ length basis, as applicable, that are approved in accordance with the Company’s “Related Party Transaction Policy” as in effect as of the date hereof (or any successor policy thereto approved by the Company); provided, however, that in respect of any such transaction or series of related transactions involving or that could involve aggregate consideration (whether contingent or otherwise) in excess of $1 million (unless such transaction(s) are described in any of the following numbered clauses of this Section 5.14(b)(x), in which case the requirements of this proviso shall not apply), the Company will provide prior written notice of such transaction or series of transactions to Steiner and, if requested by Steiner, deliver an opinion to the Board as to the fairness to the Company and/or the applicable Subsidiary(ies) of the Company issued by an accounting, appraisal or investment banking firm of national standing; (2) ordinary course director compensation and expense reimbursement as permitted by the governing documents of the Company or its applicable Subsidiaries and approved by the Company’s Compensation Committee; (3) officer compensation (including severance) and expense reimbursement approved by the Compensation Committee; (4) director and officer indemnification agreements approved by the Board (or any applicable committee thereof) and the rights of indemnification and exculpation provided to directors and officers under the governing documents of the Company or any of its Subsidiaries; (5) any transaction with Steiner or any Affiliate thereof; (6) any transaction involving $120,000 or less in a calendar year; (7) redemptions or repurchases of Equity Securities from terminated employees or officers of the Company or any of its Subsidiaries in the ordinary course of business pursuant to any Company contracts or plans in effect as of the date hereof (or pursuant to contracts or plans entered into after the date hereof that are not prohibited by this Section 5.14(b)(x)); or (8) transactions pursuant to agreements that were in effect prior to the date hereof;

(xi) incur, assume or otherwise become liable for or guarantee (collectively, an “Incurrence”) any indebtedness for borrowed money (excluding any revolving credit) if, immediately after giving effect to such Incurrence, the ratio of the Company’s consolidated aggregate net indebtedness for borrowed money would be in excess of four (4) times the Company’s EBITDA for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional indebtedness for borrowed money is Incurred (calculated on a pro forma basis after giving effect to such Incurrence and the use of the proceeds therefrom);

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(xii) materially alter the existing principal line of business of the Company and its Subsidiaries; or

(xiii) authorize or enter into a Contract or otherwise make any commitment to do any of the foregoing.

SECTION 5.15 Second A&R Articles. At least one day prior to the Closing, the Company shall take all necessary actions to cause the Second A&R Articles to be duly adopted and filed with the Registrar General’s Department of The Bahamas.

SECTION 5.16 Tax Forms. At least one day prior to the applicable Closing, each Investor shall deliver to the Company a duly executed, valid, accurate and properly completed Internal Revenue Service (“IRS”) Form W-8 or Form W-9, as applicable, certifying that such Investor is not subject to backup withholding.

SECTION 5.17 D&O Indemnification Agreement. At or prior to the Steiner Closing, the Company shall enter into an indemnification agreement, in the customary form entered into with other members of the Board (each, a “D&O Indemnification Agreement”), with each Initial Steiner Designee (other than any Initial Steiner Designee that is a member of the Board as of the date hereof) (such directors, the “New Steiner Designees”).

SECTION 5.18 Transaction Litigation. The Company shall promptly notify Steiner of any shareholder demands or other shareholder Actions (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement, any Related Document or the Transactions or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep Steiner informed regarding any Transaction Litigation. Each of the Company and the Investors shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and the Company shall give Steiner the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation, shall consider in good faith Steiner’s advice with respect to such Transaction Litigation and shall give Steiner the opportunity to participate in the defense and settlement of such Transaction Litigation; provided, that, notwithstanding the foregoing, in no event shall Steiner or any of its Affiliates be required to incur any out-of-pocket costs or expenses in connection with any Transaction Litigation in which it or its Affiliates is not also a defendant.

SECTION 5.19 Existing Steiner Warrants. Each of the Company and Steiner hereby agrees and consents that (a) all of the warrants held by Steiner or its controlled Affiliates that were issued under the Amended and Restated Warrant Agreement, dated as of March 19, 2019, by and between the Company and Continental Stock Transfer & Trust Company, shall be exercisable solely for Non-Voting Common Shares rather than Voting Common Shares and (b) the provisions of this Section 5.19(a) shall apply to any such warrant that has been or later is directly or indirectly transferred to a SLL Investor Holder. The foregoing agreement and consent shall not, for the avoidance of doubt, affect or otherwise modify the ability of any of such Non-Voting Common Shares to convert into Voting Common Shares upon the occurrence of a Contingent Conversion Triggering Event (as defined in the Second A&R Articles).

ARTICLE VI

Conditions to Closing

SECTION 6.01 Conditions to the Obligations of the Company and each Investor. The respective obligations of each of the Company and each Investor to effect the Transactions contemplated between the Company and each such Investor are subject to the satisfaction (as determined with respect to the Investors, by a majority-in-interest of the Investors (based on the number of Acquired Securities to be issued hereunder)) or (to the extent permitted by Law) waiver by each of the Company and a majority-in-

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interest of Investors (based on the number of Acquired Securities to be issued hereunder) on or prior to the applicable Closing of each of the following conditions:

(a) no Governmental Entity of competent jurisdiction shall have issued any order, decree, ruling or other Judgment, no Action commenced by a Governmental Entity of competent jurisdiction and seeking such an order, decree, ruling or Judgment shall be pending, and no Law shall be in effect, in each case enjoining, restraining or otherwise prohibiting any of the Transactions;

(b) the Purchased Securities and Warrant Shares to be issued pursuant to this Agreement shall have been approved for listing on NASDAQ, subject only to official notice of issuance thereof;

(c) the Shareholder Approval shall have been obtained; and

(d) the waiting periods applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.

SECTION 6.02 Conditions to the Obligations of the Company With Respect to Steiner. The obligations of the Company to effect the Transactions contemplated between Steiner and the Company are further subject to the satisfaction or (to the extent permitted by Law) waiver by the Company on or prior to the Steiner Closing of each of the following conditions:

(a) all representations and warranties of Steiner set forth in this Agreement shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “material adverse effect” set forth in such representations and warranties) at and as of the Steiner Closing as though made on and as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on such earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Steiner to consummate the Transactions;

(b) Steiner shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Steiner Closing;

(c) Steiner shall have duly executed and delivered to the Company the Governance Agreement, the Registration Rights Agreement and the Warrant Agreement;

(d) the Company shall have received a certificate, signed by a duly authorized officer of Steiner, certifying that the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied;

SECTION 6.03 Conditions to the Obligations of the Company With Respect to each Co-Investor The obligations of the Company to effect the Transactions contemplated between each Co-Investor and the Company are further subject to the satisfaction or (to the extent permitted by Law) waiver by the Company on or prior to the Co-Investor Closing of each of the following conditions:

(a) all representations and warranties of each Co-Investor set forth in this Agreement shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “material adverse effect” set forth in such representations and warranties) at and as of the Co-Investor Closing as though made on and as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on such earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on (i) the Company (solely with respect to the representations of such Co-Investor in Section 4.11) or (ii) the ability of such Co-Investor to consummate the Transactions;

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(b) each Co-Investor shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Co-Investor Closing;

(c) each Co-Investor shall have duly executed and delivered to the Company the Registration Rights Agreement and the Warrant Agreement;

(d) the Company shall have received a certificate, signed by a duly authorized officer of each Co-Investor, certifying that the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied with respect to such Co-Investor.

SECTION 6.04 Conditions to the Obligations of the Investors. The obligations of the Investors to effect the Transactions are further subject to the satisfaction (as determined by a majority-in-interest of the Investors (based on the number of Acquired Securities to be issued hereunder)) or (to the extent permitted by Law) waiver by a majority-in-interest of Investors (based on the number of Acquired Securities to be issued hereunder) on or prior to the applicable Closing of each of the following conditions:

(a) (i) the representations and warranties of the Company set forth in Article III hereof (other than the Company Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) at and as of the applicable Closing as though made on and as of such time (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect, and (ii) the representations and warranties of the Company set forth in Section 3.01(a) (Organization; Standing) (other than the second and third sentences thereof), Section 3.02 (Capitalization), Section 3.03 (other than Section 3.03(b)(ii)) (Authority), Section 3.07 (Sale of Securities), Section 3.08 (No Broker) and Section 3.09 (Listing and Maintenance Requirements) (the “Company Fundamental Representations”) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at and as of the applicable Closing as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);

(b) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the applicable Closing;

(c) the Company shall have delivered to the Investors the Registration Rights Agreement duly executed by the Company and HYAC;

(d) the Company shall have delivered to the Investors the Registration Rights Agreement duly executed by the HYAC Sponsor Holders;

(e) the Company shall have executed and delivered to the Investors the Warrant Agreement;

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(f) each Investor shall have received a certificate, signed by a duly authorized officer of the Company, certifying that the conditions set forth in Section 6.04(a) and Section 6.04(b) have been satisfied; and

(g) the Second A&R Articles shall be in full force and effect and shall not have been further amended or modified or otherwise been rescinded.

SECTION 6.05 Conditions to the Obligations of Steiner. The obligations of Steiner to effect the Transactions between the Company and Steiner are further subject to the satisfaction or (to the extent permitted by Law) waiver by Steiner on or prior to the Steiner Closing of each of the following conditions:

(a) the Company shall have delivered to Steiner the Governance Agreement duly executed by the Company and HYAC;

(b) the Board, and any committees thereof, shall be comprised of the individuals determined pursuant to, and be consistent in all respects with the requirements of, Section 5.07(b) immediately after the Steiner Closing;

(c) the Company shall have duly executed and delivered to each New Steiner Designee a D&O Indemnification Agreement;

(d) the Company shall have paid or reimbursed Steiner and its Affiliates for the amounts required to be paid and/or reimbursed pursuant to Section 5.06 substantially concurrently with the Steiner Closing; and

(e) the First Lien Credit Agreement Amendment and the Second Lien Credit Agreement Amendment shall remain in full force and effect and shall not have been repudiated, rescinded, modified or terminated by the parties thereto.

SECTION 6.06 Conditions to the Obligations of Neuberger Berman. The obligations of Neuberger Berman to effect the Transactions between the Company and Neuberger Berman are further subject to the satisfaction or waiver by Neuberger Berman on or prior to the applicable Closing of following conditions: the purchase by Steiner of no less than $50 million of Purchased Securities shall be consummated prior to or, simultaneously with, the purchase of the Purchased Securities by Neuberger Berman.

SECTION 6.07 Frustration of Closing Conditions. None of the parties hereto may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was proximately caused of such party’s failure to use reasonable best efforts to cause the applicable Closing to occur, as required by Section 5.02, or a breach of this Agreement.

SECTION 6.08 Failure of Co-Investor Conditions.

(a) Notwithstanding anything to the contrary in this Article VI or otherwise in this Agreement, but without limiting the other rights and remedies of Steiner hereunder or otherwise (including those in Section 8.05(b)), in the event that (i) (A) the conditions to Steiner Closing set forth in Sections 6.01, 6.02, 6.04 and 6.05 have been satisfied (other than those conditions that by their nature are to be satisfied as of the Steiner Closing and that are then capable of being satisfied if the Steiner Closing occurs) or have been waived, (B) Steiner delivers written notice to the Company and each Co-Investor that it is ready, willing and able to consummate the Steiner Closing and (C) the Co-Investor Closing does not occur on the date that is two (2) Business Days following the receipt of the notification pursuant to clause (B), or

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(ii) this Agreement is terminated by the Company with respect to any Co-Investor pursuant to Section 7.01(f) (any such Co-Investor, a “Defaulting Co-Investor”), then Steiner may, by giving written notice to the Company and any such Defaulting Co-Investor, elect (any such election, a “Defaulting Co-Investor Backstop Election”) to acquire the Acquired Securities, in the form of Non-Voting Common Shares and Warrants exercisable for Non-Voting Common Shares, that would otherwise be acquired by such Defaulting Co-Investor (such Acquired Securities, the “Backstop Securities”) on the terms and subject to the conditions herein. Upon receipt by the Company and any such Defaulting Co-Investor of a Defaulting Co-Investor Backstop Election, (i) without limiting the rights and remedies hereunder or otherwise of the other parties against, or the Liabilities of, such Defaulting Co-Investor, such Defaulting Co-Investor shall automatically and immediately have no further rights under this Agreement, including the right to acquire Acquired Securities, and (ii) the conditions with respect to such Co-Investor Closing shall automatically be deemed to be waived by the Company; provided, that Steiner acquires the Backstop Securities on the terms and subject to the conditions herein at such Co-Investor Closing.

(b) Notwithstanding anything to the contrary in this Article VI or otherwise in this Agreement, if there is one or more Defaulting Co-Investors (including as a result of a termination by the Company with respect to any Co-Investor pursuant to Section 7.01(f)), or if the conditions to Closing set forth in Section 6.03 are not satisfied or waived on the date that the Steiner Closing is required to occur pursuant to Section 2.02(a), then the Steiner Closing shall occur, irrespective of whether Steiner makes the election to purchase Backstop Securities.

ARTICLE VII

Termination; Survival

SECTION 7.01 Termination. This Agreement may be terminated at any time prior to the applicable Closing Date:

(a) by mutual written consent of the Company and a majority-in-interest of the Investors (based on the number of Acquired Securities to be issued hereunder);

(b) by either the Company or a majority-in-interest of the Investors (based on the number of Acquired Securities to be issued hereunder) if:

(i) the applicable Closing has not have occurred on or prior to July 15, 2020 (as such date may be extended pursuant to this Section 7.01(b)(i), the “Outside Date”); provided, however, that if at the initial Outside Date the Company Shareholders’ Meeting has not been held but all other conditions to Closing set forth in Section 6.01 (other than Section 6.01(c)), Section 6.02, Section 6.04 and Section 6.05 have been satisfied (other than those conditions that by their nature are to be satisfied as of the applicable Closing and that are then capable of being satisfied if the applicable Closing occurs) or have been waived, then either Steiner or the Company may, by giving written notice to the Company (in the case of Steiner) or Steiner (in the case of the Company) on or prior to July 15, 2020, extend the Outside Date to July 22, 2020;

(ii) any Governmental Entity issues an order, decree or ruling or has taken any other action permanently enjoining, restraining or otherwise prohibiting any of the Transactions and such order, decree, ruling or other action shall have become final and non-appealable; or

(iii) if the Company Shareholders’ Meeting (including any adjournments or postponements thereof) shall have been held and concluded without the Shareholder Approval having been obtained;

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(c) by a majority-in-interest of the Investors (based on the number of Acquired Securities to be issued hereunder), upon written notice to the Company, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 6.04(a) or Section 6.04(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Investors to the Company and (y) the Outside Date; provided, however, that Steiner is not then in breach of this Agreement so as to prevent the condition to the Steiner Closing set forth in Section 6.02(a) or Section 6.02(b) from being satisfied;

(d) by a majority-in-interest of the Investors (based on the number of Acquired Securities to be issued hereunder), in the event that (i) the Board shall have failed to recommend adoption and approval of the issuance of the Acquired Securities in the Proxy Statement as contemplated by this Agreement or the Board shall have withdrawn or modified in a manner adverse to the Investors such recommendation; (ii) the Board shall have recommended to the shareholders of the Company an Alternative Transaction; (iii) there has otherwise been a Company Adverse Recommendation Change; or (iv) the Company shall have breached any of its obligations under Section 5.08 in any material respect;

(e) by the Company upon written notice to Steiner, if there has been a breach of any representation, warranty, covenant or agreement made by Steiner in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 6.02(a) or Section 6.02(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Company to Steiner and (y) the Outside Date; provided, however, that the Company is not then in breach of this Agreement so as to prevent the conditions to applicable Closing set forth in Section 6.04(a) or Section 6.04(b) from being satisfied; provided, further, that such termination shall only be in respect of Steiner, and not any Co-Investor;

(f) by the Company upon written notice to the Investors (including, for the avoidance of doubt, the Investor in respect of which the termination is to be effective) with respect to one or more Co-Investors, if there has been a breach of any representation, warranty, covenant or agreement made by a Co-Investor in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 6.03(a) or Section 6.03(b) with respect to such Co-Investor would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Company to the Investors and (y) the Outside Date; provided, however, that the Company is not then in breach of this Agreement so as to prevent the conditions to applicable Closing set forth in Section 6.04(a) or Section 6.04(b) from being satisfied; provided, further, that such termination shall only be in respect of the applicable Co-Investor that is in breach of this Agreement, and not Steiner or any other Co-Investor; or

(g) by Neuberger Berman (solely with respect to such Investor’s Purchase hereunder) upon written notice to the Company in the event of a termination of this Agreement by Steiner.

provided, however, that the right to terminate this Agreement pursuant to Sections 7.01(b) – (f) shall not be available to any party to this Agreement whose material breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall have been the principal cause of, or shall have resulted in, the failure of any such condition.

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SECTION 7.02 Effects of Termination. In the event of the termination of this Agreement as provided for in Section 7.01, this Agreement shall forthwith become wholly void and of no further force and effect without any Liability or obligation on the part of the Company or the Investor with respect to which this Agreement has been terminated, except that the provisions of Section 5.06, this Section 7.02, Section 7.04, Section 7.05 and Article VIII (other than Section 8.04) shall survive any termination of this Agreement; provided, that the termination of this Agreement (whether with respect to all parties or with respect to one or more Co-Investors) shall not relieve any party hereto from any Liability for Fraud or any willful and material breach by a party of the terms and provisions of this Agreement. Without limiting the generality of the foregoing, the Company shall, upon the termination of this Agreement (a) pursuant to Section 7.01(b)(iii) or Section 7.01(b)(i) (if at the time of such termination the Shareholder Approval has not been obtained), within thirty (30) Business Days thereof, or (b) pursuant to Section 7.01(c), Section 7.01(d) or Section 7.01(b)(i) (if at the time of such termination a majority-in-interest of the Investors (based on the number of Acquired Securities to be issued hereunder) would have been entitled to terminate this Agreement pursuant to Section 7.01(c) or Section 7.01(d)), promptly (and in any event within five (5) Business Days thereof), reimburse Steiner for or pay, as applicable, all of Steiner’s and its Affiliates’ reasonable and documented out-of-pocket fees, costs and expenses incurred by or on behalf of any of them in connection with the negotiation, preparation or execution of this Agreement or the Related Documents, the performance of any covenants or obligations hereunder or thereunder of the consummation of the Transactions (including travel expenses and the fees and expenses of consultants, legal counsel, accountants, financial advisors and other Representatives of Steiner and its Affiliates in connection therewith, as well as for the avoidance of doubt, any fees, costs and expenses incurred in connection with (a) the negotiation, preparation or execution of the letter of intent entered into by Steiner and the Company and any tax or other diligence conducted by or on behalf of Steiner or any of its Affiliates in connection with or related to the Transactions or (b) any filings pursuant to Section 5.09 (including any administrative or filing fees); provided, further, the maximum amount of such costs and expenses to be reimbursed by the Company pursuant to this Section 7.02 shall not exceed $1,250,000 in the aggregate.

SECTION 7.03 Survival. All of the covenants or other agreements of the parties contained in this Agreement shall expire and terminate at the applicable Closing, except for those covenants and agreements that contemplate performance in full or in part after the applicable Closing, which shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance. All representations and warranties contained in this Agreement shall expire and terminate at the applicable Closing; provided, however, that the Company Fundamental Representations and the representations and warranties of each Investor set forth in Section 4.01 (Organization and Authority), Section 4.02 (Authorization; Enforceability), Section 4.06 (No Broker) and Section 4.07 (Investment Intent) shall survive for twelve (12) months following the applicable Closing Date and shall then expire and terminate; provided, that nothing herein shall relieve any party of Liability for any inaccuracy or breach of such representation or warranty that survives the applicable Closing to the extent that any good faith allegation of such inaccuracy or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditions of this Agreement that survives the applicable Closing; and provided, further, that any representations and warranties contained in this Agreement that survive the applicable Closing shall survive until the resolution of a pending claim in the event a claim surrounding such representation or warranty has been brought before the expiry thereto pursuant to this provision. Notwithstanding the foregoing, nothing in this Section 7.03 or otherwise in this Agreement shall limit or otherwise affect the ability of any party hereto to bring a claim for Fraud.

SECTION 7.04 Limitation on Damages. Notwithstanding any other provision of this Agreement, except in the case of Fraud, the Company shall not have any Liability to any Investor in connection with or otherwise related to the Transactions in excess of such Investor’s Investor Purchase Price, no Investor shall have any Liability to the other parties hereto in connection with or otherwise related to the Transaction in excess of his, her or its Investor Purchase Price, and no party hereto shall be liable for any punitive damages with respect to this Agreement, except to the extent such damages are payable to a third party, or any consequential damages.

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SECTION 7.05 Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the Persons that are expressly identified as parties hereto, including Persons that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents, Representatives or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent, Representative or Affiliate, successor or assignee of any of the foregoing (each, a “Non-Recourse Party”) shall have any Liability for any obligations or Liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party hereto or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

SECTION 7.06 Indemnification.

(a) Subject to the limitations set forth in Section 7.04 and Section 7.05, in consideration of each Investor’s execution and delivery of this Agreement and performance of its obligations hereunder, and in addition to all of the Company’s other obligations under this Agreement, from and after the applicable Closing, the Company shall indemnify and hold harmless each Investor, its Affiliates and all of its and their respective shareholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents and other Representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, Liabilities and damages, and expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Investor Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any Company Fundamental Representation, or (ii) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any Related Document to which such Investor or any of its Affiliates is a party that survives the applicable Closing in whole or in part. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable Law.

(b) Subject to the limitations set forth in Section 7.04 and Section 7.05, in consideration of the Company’s execution and delivery of this Agreement and performance of its obligations hereunder, and in addition to all of the Investors’ other obligations under this Agreement, from and after the applicable Closing, each Investor shall, severally and not jointly solely with respect to his, her or its applicable representations, warranties, covenants, agreements or obligations in this Agreement, indemnify and hold harmless the Company, its Affiliates and all of its and their respective shareholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other Representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by any Company Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by such Investor set forth in Section 4.01 (Organization and Authority), Section 4.02 (Authorization; Enforceability), Section 4.06 (No Broker), or Section 4.07 (Investment Intent) or (ii) any breach of any

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covenant, agreement or obligation of such Investor contained in this Agreement that survives the applicable Closing, in whole or in part, as provided in Section 7.04. To the extent that the foregoing undertaking by any Investor may be unenforceable for any reason, such Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable Law.

(c) Notwithstanding anything to the contrary in this Section 7.06 or otherwise in this Agreement, a majority-in-interest of the Investors (based on the number of Acquired Securities to be issued hereunder) is authorized and empowered to act on behalf of the Investors and all of the Investor Indemnitees for all purposes under this Section 7.06, including the bringing of or controlling the defense of any claim pursuant to this Section 7.06, and the Investors and all of the investor Indemnitees hereby irrevocably waive any right that he, she or it may have individually or otherwise to act pursuant to this Section 7.06, all of which is vested in a majority-in-interest of the Investors (based on the number of Acquired Securities to be issued hereunder).

(d) From and after the applicable Closing, the indemnification provided by the Company hereunder and the enforcement of such indemnification shall be the exclusive remedy available to the Investor Indemnitees under this Agreement for monetary damages, other than for Fraud. From and after the applicable Closing, the indemnification provided by the Investors hereunder and the enforcement of such indemnification shall be the exclusive remedy available to the Company Indemnitees under this Agreement for monetary damages, other than for Fraud.

SECTION 7.07 Transfer Restrictions. Following the applicable Closing, the Purchased Securities issued to the Investors (other than Purchased Securities issued to Neuberger Berman its Affiliates, provided that transfers by such persons are subject to the Articles and applicable securities Laws) in connection with the Purchase may not be transferred except for transfers:

(a) to Affiliates;

(b) in the case of Steiner or any of its Affiliates, to any direct or indirect investors of Steiner or any of its Affiliates (e.g., limited or general partner, member, etc.);

(c) pursuant to a tender or exchange offer, merger, consolidation, business combination, recapitalization or similar transactions involving the Common Shares;

(d) after commencement of any bankruptcy or other similar insolvency proceedings by the Company;

(e) that occur after the 12-month anniversary of the applicable Closing Date; or

(f) that have been approved in writing by the Board prior to such transfer;

provided, however, that any transfer pursuant to clauses (a) or (b) above shall be subject to such transferee agreeing in writing (in form and substance reasonably satisfactory to the Company) to be bound by the terms of this Section 7.07.

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ARTICLE VIII

Miscellaneous

SECTION 8.01 Notices. All notices, requests, permissions, waivers or other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand or sent by e-mail, facsimile sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by e-mail (having obtained electronic delivery confirmation thereof), by hand, or if mailed, three days after mailing (one Business Day in the case of express mail or overnight courier service) to the parties at the following addresses or e-mail accounts (or at such other address or e-mail accounts for a party as shall be specified by like notice):

OneSpaWorld Holdings Limited

c/o One Spa World LLC

770 South Dixie Highway, Suite 200

Coral Gables, Florida 33146

Attention:     Leonard Fluxman

    Stephen Lazarus

E-mail:          ***@***

         ***@***

with a copy to (which copy alone shall not constitute notice):

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10069

Attention:     Sidney Burke

Stephen P. Alicanti

E-mail:           ***@***

***@***

c/o Catterton Management Company L.L.C.

599 West Putnam Avenue

Greenwich, CT 06830

Attention:     J. Michael Chu

Marc Magliacano

Dave McPherson

E-mail:           ***@***

***@***

***@***

with a copy to (which copy alone shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention:     Joshua Kogan, P.C.

Ryan Brissette

E-mail:           ***@***

***@***

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Attention:     Charles Kantor

E-mail:          ***@***

with a copy to (which copy alone shall not constitute notice):

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention:   Philip Richter

E-mail:         ***@***

SECTION 8.02 Amendments, Waivers, etc. Except as otherwise provided herein, (a) no waiver of any provision of this Agreement shall be effective against any party hereto unless such waiver is approved in writing by such party and (b) no modification or amendment of any provision of this Agreement shall be effective against any party hereto unless such modification or amendment is approved in writing by the Company and a majority-in-interests of the Investors (based on the number of Acquired Securities to be issued hereunder); provided, that Article IV and Section 8.08 of this Investment Agreement may not be amended, terminated or waived in a manner that is material and adverse to the Placement Agent without the written consent of the Placement Agent; provided, further, that Section 5.10 may not be amended, terminated or waived without the written consent of the majority-in-interest of Persons entitled to the Haymaker Deferred Shares. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, shall not constitute a waiver by such party of its right to exercise any such other right, power or remedy or to demand such compliance.

SECTION 8.03 Counterparts and Facsimile. This Agreement may be executed in two or more identical counterparts (including by facsimile or electronic transmission), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered (by facsimile, electronic transmission or otherwise) to the other parties. Delivery of an executed counterpart of a signature page to this Agreement or any Related Document (including any of the closing deliverables contemplated hereby) by e-mail or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any such Related Document.

SECTION 8.04 Further Assurances. Each party hereto shall execute and deliver after the applicable Closing such further certificates, agreements and other documents and take such other actions as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and to consummate or implement the Transactions.

SECTION 8.05 Governing Law; Specific Enforcement; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state or any other jurisdiction.

(b) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of competent jurisdiction, in each case without proof of damages or otherwise (and each party hereto hereby waives any requirement for the

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securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

(c) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, the Delaware Superior Court or, if the Delaware Superior Court declines to accept jurisdiction, any state or federal court within the State of New York), for the purposes of any Action or other proceeding arising out of this Agreement and the rights and obligations arising hereunder and thereunder, and irrevocably and unconditionally waives any objection to the laying of venue of any such Action or proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action or proceeding has been brought in an inconvenient forum. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 8.01 shall be effective service of process for any such Action or proceeding.

(d) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, CLAIM OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED THERETO. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, CLAIM OR OTHER PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.05(D).

SECTION 8.06 Interpretation. The term “this Agreement” means this Investment Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms hereof. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “date hereof” shall refer to the date of this Agreement. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and shall not simply mean “if.” The words “made available to the Investor” and words of similar import refer to documents delivered in person or electronically to the Investor prior to the date hereof. All references to “$” mean the lawful currency of the United States of America. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Except as specifically stated herein, any agreement, instrument, statute or Law defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, statute or Law as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes or Laws) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Except as otherwise specified

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herein, references to a Person are also to its successors and permitted assigns. Masculine gender shall also include the feminine and neutral genders, and vice versa. All references to “in the ordinary course of business” shall be deemed to be followed by the words “consistent with past practice”, unless otherwise specified. Financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein. The word “day” means calendar day unless Business Day is expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

SECTION 8.07 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced because of any law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible.

SECTION 8.08 Third-Party Beneficiaries. Except as otherwise expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing expressed or referred to in this Agreement will be construed to give any Person, other than the parties to this Agreement and such permitted assigns, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, whether as third party beneficiary or otherwise. The parties hereto agree that (a) the Placement Agent is an express third-party beneficiary of its express rights in Article III, Article IV, Section 8.02, this Section 8.08 and Section 8.11 of this Agreement and (ii) the Persons entitled to receive the Founder Deferred Shares are express third-party beneficiaries of their express rights in Section 5.10 and this Section 8.08 of this Agreement and (b) the Non-Recourse Parties are express third-party beneficiaries of their express rights in Section 7.05. The parties hereto acknowledge and agree that the Placement Agent and the Persons entitled to receive the Founder Deferred Shares shall be entitled to seek and obtain equitable relief against the Company (but not, for the avoidance of doubt, any of the Investors), without proof of actual damages, including an injunction or injunctions or order for specific performance to prevent breaches of their respective rights referenced in the immediately preceding sentence. Notwithstanding anything to the contrary herein, the parties hereto agree that the rights and obligations hereunder are enforceable against an Investor solely by the Company and not by any of the other Investors, except that Steiner may enforce the covenants and agreements of the Co-Investors contained in Section 5.08(e).

SECTION 8.09 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that each Investors may assign his, her or its respective rights under this Agreement, in whole or in part, to any of their respective Affiliates without the prior written consent of the Company; provided, that such Investor shall remain liable for all of its obligations under this Agreement, except to the extent any such obligations have actually been performed.

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SECTION 8.10 Acknowledgment of Securities Laws. Each Investor hereby acknowledges that it is aware, and that it shall advise its Affiliates and Representatives who are provided material non-public information concerning the Company or its securities, that the United States securities Laws prohibit any Person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communication of such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

SECTION 8.11 Entire Agreement. This Agreement, together with the other Transaction Documents, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof and thereof. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Director Designation Agreement, dated as of November 1, 2018 (the “Director Designation Agreement”), by and among the Company, HYAC and Steiner, shall continue in full force and effect after the date hereof in accordance with its terms, but shall be superseded by the Governance Agreement subject to, and conditioned upon, the Steiner Closing, at which time the Director Designation Agreement shall automatically, without any further action of any party hereto or any other Person, terminate and be of no further force and effect.

SECTION 8.12 Placement Agent Exculpation. Each Investor agrees and acknowledges that (a) the Placement Agent, its affiliates and its representatives have not made, and will not make, any representations or warranties with respect to the Company or the Transactions, and such Investor will not rely on any statements made by the Placement Agent, orally or in writing, to the contrary; and (b) it will be responsible for conducting its own due diligence investigation with respect to the Company and the Transactions. In light of the foregoing, to the fullest extent permitted by law, each Investor and the Company release the Placement Agent, its employees, officers, representatives and affiliates from any liability with respect to such Investor’s participation in the Transaction.

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IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[Signature page to Investment Agreement]

SCHEDULE I

SECURITY ALLOCATIONS

SCHEDULE II

POST-CLOSING BOARD COMPOSITION

EXHIBIT A

FORM OF AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

CONFIDENTIAL

RESOLUTIONS BY UNANIMOUS WRITTEN CONSENT

IN LIEU OF A MEETING

OF THE BOARD OF DIRECTORS OF

ONESPAWORLD HOLDINGS LIMITED

IBC 202175 B

(an international business company organized under the laws of the Commonwealth of The Bahamas)

[    ], 2020

The undersigned, being all of the duly elected directors (the “Board”) of ONESPAWORLD HOLDINGS LIMITED, a company organized under the International Business Companies Act, 2000, as amended, of the Commonwealth of The Bahamas (the “Company”), hereby consent to the adoption of the following resolutions taken without a meeting, this consent (the “Consent”) to have the same force and effect as if the actions herein referred to had been taken at a timely called and duly held meeting of the Board and direct that this Consent be filed with the minutes of the proceedings of the Board of the Company:

SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY.

WHEREAS, pursuant to Clauses 16 and 17 of the Amended and Restated Memorandum of Association of the Company (together with the Amended and Restated Articles of Association of the Company, the “Articles”), the Company may amend its Articles by a resolution of Members or by a resolution of Directors.

NOW, THEREFORE, BE IT RESOLVED, that, effective immediately, the Board approves the deletion and substitution of the Articles of the Company with the attached Second Amended and Restated Memorandum and Articles of Association of the Company, which is hereby adopted as the effective Memorandum and Articles of Association of the Company to the exclusion of the existing Articles.

GENERAL AUTHORIZATION TO EFFECTUATE RESOLUTIONS.

RESOLVED, that the officers and the directors of the Company be, and each of them hereby is, authorized and directed, on behalf and in the name of the Company, to prepare or cause to be prepared and to execute, deliver, verify, acknowledge, file or record any documents, instruments, certificates, statements, papers, or any amendments thereto, as may be deemed necessary or advisable in order to effectuate the resolutions approved herein, and to take such further steps and do all such further acts or things as shall be necessary or desirable to carry out the actions contemplated by the foregoing resolutions.

RESOLVED FURTHER, that any and all actions heretofore or hereafter taken by any officer or officers or directors in furtherance of the things, matters or objectives set forth in any of the foregoing resolutions, and all transactions, agreements, documents or writings relating thereto, are hereby authorized, ratified, confirmed and approved in all respects.

This resolution may be signed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one instrument. These resolutions shall be filed with the minutes of the proceedings of the Board.

IN WITNESS WHEREOF, the undersigned have executed this Consent as of the date first set forth above.

COMMONWEALTH OF THE BAHAMAS

New Providence

Company under the

International Business Companies Act 2000