OnesSpaWorld SPAC
DISCLAIMER (CONT'D)
ONESPAWORLD
AT SEA. ON LAND.
Use of Non-GAAP Financial Measures
This Investor Presentation includes non-GAAP financial measures for OSW which do not conform to SEC Regulation S-X in that it includes financial information (EBITDA, Adj. Net Income
and FCF Conversion) not derived in accordance with US GAAP. Accordingly, such information and data will be adjusted and presented differently in Haymaker's preliminary proxy statement
to be filed with the SEC to solicit stockholder approval of the proposed transaction. OSW believe that the presentation of non-GAAP measures provides information that is useful to investors
as it indicates more clearly the ability of OSW to meet capital expenditure and working capital requirements and provides an additional tool for investors to use in evaluating ongoing operating
results and trends. You should review OSW's audited and interim financial statements, which will be presented in Haymaker's preliminary proxy statement to be filed with the SEC, and not
rely on any single financial measure to evaluate their respective businesses. Other companies may calculate EBITDA, Adj. Net Income FCF Conversion and other non-GAAP measures
differently, and therefore OSW's respective EBITDA, Adjusted EBITDA, Adj. Net Income, FCF Conversion and margin and other non-GAAP measures may not be directly comparable to
similarly titled measures of other companies.
Additional Information
In connection with the Business Combination, Haymaker intends to file with the SEC a preliminary proxy statement and will mail a definitive proxy statement and other relevant documentation
to Haymaker stockholders. This Investor Presentation does not contain all the information that should be considered concerning the Business Combination. It is not intended to form the basis
of any investment decision or any other decision with respect to the Business Combination. The definitive agreements with respect to the Business Combination may contain terms and
conditions that differ materially from the terms and conditions set forth in the Term Sheet and/or other material terms relevant to an investment decision. Haymaker stockholders and other
interested persons are advised to read, when available, the preliminary proxy statement and any amendments thereto, and the definitive proxy statement in connection with Haymaker's
solicitation of proxies for the special meeting to be held to approve the Business Combination, because these materials will contain important information about OSW and Haymaker and the
proposed transactions. The definitive proxy statement will be mailed to Haymaker stockholders as of a record date to be established for voting on the Business Combination when it becomes
available. Stockholders will also be able to obtain a copy of the preliminary proxy statement and definitive proxy statement once they are available, without charge, at the SEC's website at
http://sec.gov or by directing a request to Haymaker at 650 Fifth Avenue, Floor 10, New York, NY 10019.
This Investor Presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination.
Participants in the Solicitation
Haymaker, OSW and their respective directors and officers may be deemed participants in the solicitation of proxies of Haymaker stockholders in connection with the Business
Combination. Haymaker stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Haymaker in
Haymaker's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 30, 2018. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of proxies to Haymaker stockholders in connection with the Business Combination will be set forth in the proxy
statement for the Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the
Business Combination will be included in the proxy statement that Haymaker intends to file with the SEC.View entire presentation