FORM OF INDEMNITY AGREEMENTIndemnity Agreement • February 17th, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2021, by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2021, is made and entered into by and among BOA Acquisition Corp., a Delaware corporation (the “Company”), Bet on America LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between BOA ACQUISITION CORP. and BTIG, LLC Dated February 23, 2021 BOA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2021 • BOA Acquisition Corp. • Blank checks • New York
The undersigned, BOA Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 1st, 2021 • BOA Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 23, 2021, is by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 1st, 2021 • BOA Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 23, 2021, by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BOA ACQUISITION CORP. SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • February 4th, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
This agreement (the “Agreement”) is entered into on December 31, 2020 by and between BET ON AMERICA LLC, a Delaware limited liability company (the “Subscriber” or “you”), and BOA ACQUISITION CORP., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,031,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 656,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 1st, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 23, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Bet on America LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 17th, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February [_], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between BOA Acquisition Corp., a Delaware corporation (the “Company”), and Bet on America LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • December 2nd, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of ____________________________, 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Digital Nomad I, LLC, a Delaware Corporation, acting by Digital Nomad Management, LLC (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2022 • BOA Acquisition Corp. • Blank checks • New York
INDENTURE dated as of [●], 2022 among SELINA HOSPITALITY PLC, a public limited company duly organized and existing under the laws of England and Wales, as issuer (the “Company,” as more fully set forth in Section 1.01), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 2nd, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the [ ] day of [ ], by and among Selina Holding Company, UK Societas (the “Company”), and the Company’s Holders who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (the “Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto (the “Subscription Date”), by and among Selina Holding Company, UK Societas (the “Issuer”), BOA Acquisition Corp., a Delaware corporation (“BOA”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among BOA, the Issuer and Samba Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Issuer (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into BOA, with BOA continuing as the surviving company in the merger and, after giving effect to such merger, becoming a direct, wholly-owned subsidiary of the Issuer, on the terms and subject to the conditions set forth in the Transaction Agreement (such merger
FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, BET ON AMERICA LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANTForm of Letter Agreement • March 1st, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BOA Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • December 2nd, 2021 • BOA Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of ____________________________, 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Gomez Cayman SPV Limited, a Cayman Islands company (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • December 2nd, 2021 • BOA Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of ____________________________, 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Fondo Grupo Wiese Internacional, a private equity fund with Tax Number N° 20603788355, managed by CREUZA S.G. S.A.C., with its registered office in Av. Mariscal José De la Mar 750, oficina 201, Miraflores, Lima, Peru. (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • December 2nd, 2021 • BOA Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of ____________________________, 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Dekel Development Holding, S.A., a Panama corporation (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
SIDE LETTER IN CONNECTION WITH SUBSCRIPTION AGREEMENTBOA Acquisition Corp. • April 25th, 2022 • Blank checks
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • July 7th, 2022 • BOA Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) dated as of July 1, 2022, is entered into by and among Selina Hospitality PLC (“Issuer”), formerly known as Selina Holding Company, UK Societas, BOA Acquisition Corp. (“BOA”) and Bet on America Holdings LLC (“Investor”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG BOA ACQUISITION CORP. SELINA HOLDING COMPANY, UK SOCIETAS AND SAMBA MERGER SUB, INC. DATED AS OF DECEMBER 2, 2021Business Combination Agreement • December 2nd, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 2, 2021, is made by and among BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Samba Merger Sub, Inc., a Delaware corporation (“Merger Sub”). BOA, the Company and Merger Sub shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 2nd, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of December 1, 2021, is made by and among Bet on America, LLC, a Delaware limited liability company (the “Sponsor”), Selina Holding Company, UK Societas (the “Company”), solely for the purposes of Section 1 and Sections 3 to 8 and Sections 9 to 19 (solely to the extent related to the foregoing), BOA Acquisition Corp., a Delaware corporation (“BOA”), and solely for the purposes of Section 1 and Sections 3 to 8 and Sections 9 to 19 (solely to the extent related to the foregoing), each of the undersigned individuals (such individuals are hereinafter jointly referred to collectively as the “Insiders” and, together with the Sponsor, the “Sponsor Parties”). The Sponsor, BOA, the Insiders and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined belo
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 7th, 2022 • BOA Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) dated as of July 1, 2022, is entered into by and among Selina Hospitality PLC (formerly Selina Holding Company, UK Societas, “Selina”), BOA Acquisition Corp. (“BOA”) and Samba Merger Sub, Inc. (“SMS” and together with Selina and BOA, the “Parties”).
Re: Sponsor Letter AgreementLetter Agreement • July 7th, 2022 • BOA Acquisition Corp. • Blank checks
Reference is made to that certain Sponsor Letter Agreement dated as of December 1, 2021, by and among Bet on America, LLC, a Delaware limited liability company, Selina Holding Company, UK Societas (now named Selina Hospitality PLC), BOA Acquisition Corp., a Delaware corporation, and certain individuals (the “Agreement”). Capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.
