X0306 4 2020-06-12 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 1 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 1 0 1 0 Common Shares, par value $0.0001 per share 2020-06-12 4 A 0 20018750 A 28566880 I Steiner Leisure Ltd Warrants 5.75 2020-06-12 4 A 0 4004999 A 2020-06-12 2025-06-12 Common Shares 4004999 4004999 I Steiner Leisure Ltd Pursuant to the Investment Agreement, dated April 30, 2020, by and among Steiner Leisure Limited ("Steiner Leisure"), the issuer and the other investors party thereto, Steiner Leisure was issued on June 12, 2020 (1) an aggregate of 20,018,750 common shares of OneSpaWorld Holdings Limited ("Common Shares"), of which 17,185,500 Common Shares were designated as non-voting Common Shares ("Non-Voting Common Shares"); and (2) warrants to purchase 4,004,999 Non-Voting Common Shares at an exercise price of $5.75 per share (the "Warrants"). (Continued from Footnote 1) 5,000,000 of the Common Shares were issued by the issuer in satisfaction of its obligation to issue Common Shares under the Business Combination Agreement, dated November 1, 2018, by and among Steiner Leisure, the issuer and the other parties thereto. Steiner Leisure paid an aggregate of $60,075,000 in consideration for the securities reported herein. Steiner Leisure is controlled 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 Footnote 3) 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. STEINER LEISURE LIMITED, /s/ Marc Magliacano, Vice President and Assistant Secretary 2020-06-16 NEMO INVESTOR AGGREGATOR, LIMITED, /s/ Marc Magliacano, President and Chairman 2020-06-16 NEMO PARENT, INC., /s/ Marc Magliacano, Vice President 2020-06-16