X0206 3 2019-03-21 0 0001758488 ONESPAWORLD HOLDINGS Ltd OSW 0001018946 STEINER LEISURE Ltd SUITE 104A, SAFFREY SQUARE NASSAU C5 BAHAMAS 1 0 1 0 0001770500 Nemo Parent, Inc. C/O LENNOX PATON CORPORATE SERVICES LTD. 3 BAYSIDE EXECUTIVE PARK WEST BAY STREET, NASSAU D0 BERMUDA 0 0 1 0 0001770497 Nemo Investor Aggregator, Ltd C/O MOURANT OZANNES CORPORATE SERVICES 94 SOLARIS AVENUE, PO BOX 1348 CAMANA BAY, GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 Common Stock, par value $0.0001 per share 8198130 I Steiner Leisure Funds Warrants 2024-03-19 Common Shares 1486520 I See Footnotes Steiner Leisure Limited is 100% owned by Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of the Bahamas. Nemo Parent, Inc. is 100% owned by Nemo Investor Aggregator, Limited, a Cayman Islands exempted company. Nemo Investor Aggregator, Limited is governed by a board of directors consisting of seven directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of Nemo Investor Aggregator, Limited. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. (Continued from Footonte 1) Based upon the foregoing analysis, no director of Nemo Investor Aggregator, Limited exercises voting or dispositive control over any of the securities held by Steiner Leisure, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. The address for Steiner Leisure is Suite 104A, Saffrey Square, Nassau, The Bahamas. The address for Nemo Investor Aggregator, Limited is c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, PO Box 1348, Camana Bay, Grand Cayman KY1-1108, Cayman Islands. The address for Nemo Parent, Inc. is c/o Lennox Paton Corporate Services Ltd., 3 Bayside Executive Park, West Bay Street, Nassau, The Bahamas. Pursuant to the Amended and Restated Warrant Agreement, dated as of March 19, 2019, between the issuer and Continental Stock Transfer & Trust Company, the warrants may not be exercised unless a registration statement under the Securities Act of 1933, as amended, with respect to the shares underlying the warrants is effective and a prospectus relating thereto is current. Each warrant is exercisable for one Common Share at an exercise price of $11.50 per share. STEINER LEISURE LIMITED /s/ Marc Magliacano, Vice President and Assistant Secretary 2019-03-21 NEMO PARENT, INC. /s/ Marc Magliacano, Vice President 2019-03-21 NEMO INVESTOR AGGREGATOR, LIMITED /s/ Marc Magliacano, Executive Vice President and Secretary 2019-03-21