FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels • 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 166 2nd LLC, a Delaware limited liability 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of 25 January, 2024 (this “Agreement”), is made and entered into by and between Selina Hospitality PLC, a company organized and existing under the laws of England and Wales having company number 13931732 (the “Company”), and Osprey International Limited, registered in Cyprus with number HE385659 or an affiliate thereof (and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6(e) of this Agreement, each a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of 25 January, 2024 is by and between Selina Hospitality PLC (the “Company”), Kibbutz Holding S.a.r.l. (“Kibbutz”) and Osprey International Limited, registered in Cyprus with number HE385659 or an affiliate thereof (“Osprey”, and together with Kibbutz, the “Investors”), and amends and restates in its entirety that certain Warrant Agreement, dated July 31, 2023 (the “Existing Warrant Agreement”), by and among the Company and the Investors, pursuant to section 9.8 of the Existing Warrant Agreement. This Agreement shall be effective as of the signing of the PIPE Subscription Agreement (as defined below) (the “Effective Date”);
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 3rd, 2022 • Selina Hospitality PLC • Hotels & motels • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 27 day of October 2022, by and among Selina Hospitality PLC (formerly named 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).
SELINA HOSPITALITY PLC and SELINA NOMAD LTD., as Guarantor and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and AETHER FINANCIAL SERVICES UK LIMITED as Security Agent INDENTURE Dated as of January 25, 2024 6.00% Senior Secured Notes due 2029Indenture • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels • New York
INDENTURE dated as of January 25, 2024 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), SELINA NOMAD LTD., a private limited company organized and existing under the laws of England and Wales, as guarantor (the “Guarantor,” as more fully set forth in Section 1.01), WILMINGTON SAVINGS FUND SOCIETY, FSB, a Federal savings bank, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and Aether Financial Services UK Limited, as security agent (the “Security Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2022 • Selina Hospitality PLC • Hotels & motels • England
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Selina Hospitality PLC, with company number 13931732 and whose registered address is at 6th Floor, 2 London Wall Place, Barbican, London, EC2Y 5AU (the “Company”) and Rafael Museri (the “Executive”), effective as of the Effective Date (defined below).
WARRANT AGREEMENTWarrant Agreement • August 1st, 2023 • Selina Hospitality PLC • Hotels & motels • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 31, 2023, is by and among Selina Hospitality PLC (the “Company”), Kibbutz Holding S.a.r.l. (“Kibbutz”) and Osprey Investments Limited (“Osprey”, and together with Kibbutz, the “Investors”), and amends and restates in its entirety that certain Warrant Agreement, dated June 26, 2023 (the “Existing Warrant Agreement”), by and among the Company and the Investors, pursuant to Section 9.8 of the Existing Warrant Agreement. This Agreement shall be effective as of the signing of the Second Note Subscription Agreement (as defined below) (the “Effective Date”);
SUBSCRIPTION AGREEMENTSubscription Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of January _________, 2024 (the “Subscription Date”) by and between Selina Hospitality plc (the “Issuer”), a company organized and existing under the laws of England and Wales, having company number 13931732, and ________ (the “Investor”), a company organized and existing under the laws of ____________, having company number __________, in connection with the Investor’s subscription for ________ ordinary shares of the Issuer, having a nominal value of US$0.005064 each (rounded to six decimal places) (the “Securities”), in a private placement that is exempt from registration under the U.S. Securities Act of 1933 (as amended from time to time, the “Securities Act”), for a per share purchase price of US$0.073 and an aggregate purchase price of US$__________ (the “Subscription Amount”). The Investor wishes to purchase the Securities and Issuer desires to allot the Securities to the Investor, in each case a
Dated 25 January 2024 THE PARI PASSU CREDITORS SELINA HOSPITALITY PLC as Parent SELINA MANAGEMENT COMPANY UK LTD as Company THE INTRA-GROUP LENDERS THE GUARANTORS LUDMILIO LIMITED as Collateral Agent INTERCREDITOR AGREEMENTIntercreditor Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels
AMENDED AND RESTATED PLEDGE AGREEMENT Dated as of January 25, 2024 between SELINA NORTH AMERICA HOLDINGS LIMITED as Pledgor, and LUDMILIO LIMITED as Secured PartyPledge Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels • New York
This AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is made as of January 25, 2024 by and between SELINA NORTH AMERICA HOLDINGS LIMITED. (a limited company organized and existing under the laws of England and Wales, having company number 15221940 and a registered address of 27 Old Gloucester Street, London, United Kindgons, WC1N 3AX, the “Pledgor”), and LUDMILIO LIMITED, in its capacity as collateral agent under the Notes (as defined below) (together with its successors, in such capacity, the “Secured Party”). This Agreement amends and restates in its entirety that certain Pledge Agreement , by and among Pledgor and Secured Party, dated as of June 26, 2023 (the “Original Pledge Agreement”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 1st, 2023 • Selina Hospitality PLC • Hotels & motels • New York
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 31st day of July 2023, by and among Selina Hospitality PLC, a company organized and existing under the laws of England and Wales having company number 13931732 (the “Company”), Kibbutz Holding S.a.r.l., a Luxembourg private limited company whose registered address is 5 rue Guillaume J Kroll, I-1882 Luxembourg, Luxembourg (“Kibbutz”) and Osprey Investments Limited, a company incorporated under the laws of Cyprus, with its registered address at 9E Foti Pitta Street, 1065, Nicosia, Cyprus, with incorporation number HE 229246 (the “Lender”) and amends and restates in its entirety that certain Investors’ Rights Agreement, dated June 26, 2023 (the “Existing Investors’ Rights Agreement”), by and among the Company and the parties hereto, pursuant to Section 5.5 of the Existing Investors’ Rights Agreement. This Agreement shall be effective as of the signing of the Second Note Subscription Agreement (as de
SUBSCRIPTION AGREEMENTSubscription Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of 25 January 2024 (the “Signing Date”) by and among Selina Hospitality PLC (the “Issuer”), a company organized and existing under the laws of England and Wales having company number 13931732, and Osprey International Limited, registered in Cyprus with number HE385659 or an affiliate thereof (the “Investor”), a company incorporated under the laws of Cyprus, with its registered address at 9E Foti Pitta Street, 1065, Nicosia, Cyprus, with incorporation number HE 229246, in connection with the Investor’s subscription for 80,000,000 ordinary shares of the Issuer (“Ordinary Shares”), having a nominal value of $0.005064 each (rounded to six decimal places) (the “Subscribed Shares”), in a private placement for a per share purchase price of $0.20 per share (the “Per Share Price”) and an aggregate purchase price of $16,000,000 (the “Subscription Amount”) and the issue of 382,158,820 private warrants (substantia
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels
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).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 1st, 2023 • Selina Hospitality PLC • Hotels & motels
This Subscription Agreement (this “Subscription Agreement”) is being entered into effective as of July 31, 2023 (the “Signing Date”) by and between Selina Management Company UK Ltd, a company organized and existing under the laws of England, having company number 10975317 and a registered address of 102 Fulham Palace Road, London W6 9PL, United Kingdom (the “Borrower”), Selina Hospitality PLC, a company organized and existing under the laws of England and Wales, having company number 13931732 and a registered address of 27 Old Gloucester Street, London WC1N 3AX (the “Company”), and Osprey Investments Limited, a company incorporated under the laws of Cyprus, with its registered address at 9E Foti Pitta Street, 1065, Nicosia, Cyprus, with incorporation number HE 229246 (the “Lender”), in connection with the Lender’s subscription, on a future date to be determined as set out in this Subscription Agreement and upon satisfaction or waiver of each the closing conditions set out in Section 3
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels
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 • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels
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).
AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 27, 2022 6.00% Convertible Senior Notes due 2026Selina Hospitality PLC • November 30th, 2022 • Hotels & motels • New York
INDENTURE dated as of October 27, 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).
EXCHANGE AGREEMENTExchange Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels
Under U.S. federal income tax law, a holder who exchanges Old Notes for the Exchange Securities generally must provide such holder’s correct taxpayer identification number (“TIN”) on IRS Form W-9 (attached hereto) or otherwise establish a basis for exemption from backup withholding (unless previously delivered to the Company and not subject to update). A TIN is generally an individual holder’s social security number or a holder’s employer identification number. If the correct TIN is not provided, the holder may be subject to a $50 penalty imposed by the IRS. In addition, certain payments made to holders may be subject to U.S. backup withholding tax (currently set at 24% of the payment). If a holder is required to provide a TIN but does not have the TIN, the holder should consult its tax advisor regarding how to obtain a TIN. Certain holders are not subject to these backup withholding and reporting requirements. Non-U.S. Holders generally may establish their status as exempt recipients
WARRANT AGREEMENTWarrant Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of 25 January , 2024 is by and between Selina Hospitality PLC (the “Company”) and [●] or an affiliate thereof (the “Investor”). This Agreement shall be effective as of the signing of the Note Exchange Agreement (as defined below) (the “Effective Date”);
FEE LETTERSelina Hospitality PLC • June 27th, 2023 • Hotels & motels
This letter (the “Letter”) sets out the basis upon which Selina Hospitality PLC (the “Company”) has agreed to pay certain fees to Osprey Investments Limited or any of its affiliates (“Osprey”) in relation to the Transaction (as defined below).
EXCHANGE AGREEMENTExchange Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels
This EXCHANGE AGREEMENT (this “Exchange Agreement”) is being entered into as January 25, 2024 (the “Exchange Date”), by and among Selina Hospitality PLC, a public limited company duly organized and existing under the laws of England and Wales (the “Company”), Osprey International Limited, registered in Cyprus with number HE385659 (“Osprey”, and Osprey or an affiliate thereof, the “Investor”), and Kibbutz Holding S.À.R.L., a company incorporated under the laws of Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B254087 (“Kibbutz”).
SELINA HOSPITALITY PLC Registered in England under company number 13931732 Registered office: 27 Old Gloucester Street, London WC1N 3AXSelina Hospitality PLC • August 1st, 2023 • Hotels & motels
AMENDED AND RESTATED ACCOUNT PLEDGE AGREEMENT (Operating Accounts)Account Pledge Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels • New York
This AMENDED AND RESTATED ACCOUNT PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this “Pledge Agreement”), is made and entered into as of January 25, 2024, by and among SELINA OPERATIONS US CORP., a company organized and existing under the laws of Delaware, having company number 6371905 and a registered address of Selina Miami River Hotel, 437 SW 2 Street, Miami, FL 33130 (the “Pledgor”), and LUDMILIO LIMITED, a company incorporated under the laws of Cyprus, with incorporation number HE 414304, in its capacity as collateral agent under the Notes (as defined below) (together with its successors, in such capacity, the “Collateral Agent”). This Pledge Agreement amends and restates in its entirety that certain Account Pledge Agreement , by and among Pledgor and Collateral Agent, dated as of June 26, 2023 (the “Original Pledge Agreement”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of ___ ___, 2023 (the “Subscription Date”) by and between Selina Hospitality PLC (the “Issuer”), a company organized and existing under the laws of England and Wales having company number 13931732, and Osprey Investments Limited (the “Investor”), a company incorporated under the laws of Cyprus, with its registered address at 9E Foti Pitta Street, 1065, Nicosia, Cyprus, with incorporation number HE 229246, in connection with the Investor’s subscription for (i) [●] ordinary shares of the Issuer, having a nominal value of $0.005064 each (rounded to six decimal places) (the “Subscribed Shares”), in a private placement for a per share purchase price of the lower of (A) the amount which is 90% of the quoted closing price per share of the ordinary shares of the Issuer quoted on the NASDAQ on the 5 consecutive trading days prior to the Subscription Date; and (B) $0.76 (which is 90% of the quoted closing price
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • April 29th, 2024 • Selina Hospitality PLC • Hotels & motels
This FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) dated as of April 23, 2024 is entered into by and among Selina Hospitality PLC (“Issuer”) and Osprey International Limited (“Investor”).
FUTURE FUNDING LETTERFuture Funding Letter • August 1st, 2023 • Selina Hospitality PLC • Hotels & motels
Dated 25 January 2024 SELINA NORTH AMERICA HOLDINGS LIMITED as chargor and LUDMILIO LIMITED as collateral agent SUPPLEMENTAL SECURITY AGREEMENT This Deed is entered into subject to the terms of the Intercreditor Agreement referred to in this Deed.Supplemental Security Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels
FEE LETTERSelina Hospitality PLC • January 26th, 2024 • Hotels & motels
DEED OF TERMINATION THIS DEED is made on 25 January 2024Selina Hospitality PLC • January 26th, 2024 • Hotels & motels
Dated 25 January 2024Securityholders’ Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels • England and Wales
THIS SECURITYHOLDERS’ DEED (this “Agreement”), dated as of 25 January 2024, is made by and among (i) FutureLearn Limited, a private limited liability company incorporated under the laws of England and Wales with registered number 08324083 (the “Company”), (ii) GAH Education Holding Limited, a private limited liability company incorporated under the laws of England and Wales with registered number 13072420 (the “Majority Shareholder”), and (iii) Selina Ventures Holding Ltd, a private limited liability company incorporated under the laws of England and Wales with registered number 12144828 (the “Minority Shareholder”). The Company, the Majority Shareholder, and the Minority Shareholders are the “Parties” and each a “Party” to this Agreement.
SECOND AMENDMENT TO SEPARATION AGREEMENT DATED JUNE 3, 2022 STRICTLY CONFIDENTIALSeparation Agreement • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels
This second amendment to the Separation Agreement (this “Second Amendment”), dated as of June 23, 2023 (the “Effective Date”), is made by and among YAM at Selina Ops LP (“YAM”), on the one hand, and Selina Hospitality plc (“Selina”), PCN Operations, S.A. (“PCN”), Selina Operation One (1), S.A. (“SOP1”), and Selina Management Panamá, S.A. (together, the “Selina Parties”) on the other hand.
Dated 25 January 2024 CERTAIN COMPANIES as chargors and AETHER FINANCIAL SERVICES UK LIMITED as common security agent SUPPLEMENTAL SECURITY AGREEMENT This Deed is entered into subject to the terms of the Intercreditor Agreement referred to in this Deed.Supplemental Security Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels
FUTURE FUNDING LETTERFuture Funding Letter • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels
SUBSCRIPTION AGREEMENTSubscription Agreement • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of June 23, 2023 (the “Subscription Date”), by and between Selina Hospitality plc (the “Issuer”), and YAM at Selina Ops LP (the “Investor”), in connection with the settlement of liabilities (subject to the terms and conditions of the Amendment Agreement) of up to $9,742,244 in the aggregate (the “Liabilities”) owed to Investor by one or more of Issuer’s subsidiary companies under certain agreements entered into by and among (to the extent applicable) Investor, Issuer, PCN Operations, S.A., Selina Operation One (1), S.A., and Selina Management Panamá, S.A., including, but not limited to, a joint venture agreement dated September 1, 2017, as thereafter amended, shareholders’ agreement dated as of December 10, 2020, a pledge agreement dated as of August 17, 2021 and amended on October 12, 2021and a separation agreement dated as of June 3, 2022, as modified by an amendment agreement dated December 23, 2022
INVESTOR’S RIGHTS AGREEMENTInvestor’s Rights Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels • New York
THIS INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) made as of the 25th day of January 2024, by and among Selina Hospitality PLC, a company organized and existing under the laws of England and Wales having company number 13931732 (the “Company”) and Osprey International Limited, registered in Cyprus with number HE385659 (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreement and the Senior Secured Note, as applicable (each as defined below).
