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”);
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”).
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”).
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
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”);
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”).
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”).
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.
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
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).
SELINA BRAND HOLDINGS LIMITED as Parent SELINA NOMAD LIMITED as Company and AETHER FINANCIAL SERVICES UK LIMITED as Common Security Agent and OTHERS INTERCREDITOR AGREEMENTIntercreditor Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels
FUTURE FUNDING LETTERFuture Funding Letter • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels
SUPPLEMENTAL INDENTURESupplemental Indenture • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels • New York
SUPPLEMENTAL INDENTURE No. 2 (this “Supplemental Indenture”), dated as of January 25, 2024, is made between Selina Hospitality Plc, a public limited company incorporated under the laws of the England and Wales, with its registered office at 27 Old Gloucester Street, London WC1N 3AX, United Kingdom, as the issuer (the “Issuer”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
GAH EDUCATION HOLDING LIMITED and SELINA VENTURES HOLDING LTD SALE AND PURCHASE AGREEMENT relating to the A Ordinary shares in the capital of FUTURELEARN LIMITEDSale and Purchase Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels
RELEASE AGREEMENTRelease Agreement • January 26th, 2024 • Selina Hospitality PLC • Hotels & motels • New York
This Release Agreement (this “Agreement”) is made and entered into, effective as of January 25, 2024 (the “Effective Date”), by and between Selina Hospitality PLC, a company incorporated in England and Wales with registered number 13931732, whose registered office is at 27 Old Gloucester Street, London WC1N 3AX (“Selina PLC”), each of the Persons set forth on Schedule 3 hereto (each, a “Company Party”) (together with Selina PLC, the “Company Parties”), each of the Persons set forth on Schedule 1 (each an “Administrative Released Party”); each of the Persons set forth on Schedule 4 (the “Osprey Creditors”); and each of the Persons set forth on Schedule 5 (the “Bondholders”). Selina PLC, the Company Parties, the Administrative Released Parties, the Osprey Creditors, and the Bondholders are also referred to herein collectively as the “Parties” and individually as a “Party.”
