FORM OF TRANSACTION SUPPORT AGREEMENTTransaction 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).
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 TRANSACTION SUPPORT AGREEMENTTransaction 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 AGREEMENTTransaction 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 AGREEMENTTransaction 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).
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
