SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 12, 2020, is made and entered into by and among OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the Company), Steiner Leisure Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (including its successors and assigns, SLL) and the other parties identified as Other Holders on the signature pages of this Agreement (each signatory and SLL, a Holder and, collectively, the Holders).
WHEREAS, Haymaker Acquisition Corp., a Delaware corporation (Haymaker), and Haymaker Sponsor, LLC, a Delaware limited liability company (the Sponsor), entered into that certain Registration Rights Agreement, dated as of October 24, 2017 (the Original RRA);
WHEREAS, on March 19, 2019, Haymaker, the Company, SLL and certain other parties consummated the transactions contemplated by that certain Business Combination Agreement, dated as of November 1, 2018 (as amended, the BCA), and in connection therewith the parties to the Original RRA amended and restated the Original RRA (the A&R RRA);
WHEREAS, pursuant to Sections 5.2 and 5.11 of the A&R RRA, the Sponsor made a distribution of all Registrable Securities (as defined in the A&R RRA) held by it to its direct and/or indirect equity holders and subsequently dissolved;
WHEREAS, in connection with the Sponsors distribution of its Registrable Securities, certain of the Sponsors distributees entered into joinder agreements, pursuant which such distributees entered into the A&R RRA; and
WHEREAS, the Company, SLL and certain other investors (the Third Party Investors) have entered into that certain Investment Agreement, dated as of April 30, 2020 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the Investment Agreement), pursuant to which, among other things, the Company will issue to SLL and the Third Party Investors certain common equity of the Company, including common shares, par value $0.0001 per share, of the Company (the Common Shares), and warrants to purchase Common Shares (the Warrants), and in connection with the closing of the transactions contemplated by the Investment Agreement, the parties hereto desire to amend and restate the A&R RRA.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: