WARRANT AGREEMENTWarrant Agreement • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 26, 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”). This Agreement shall be effective as of the signing of the Subscription Agreements (as defined below) (the “Effective Date”);
Dated 26 June 2023 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 • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels
INVESTORS’ RIGHTS AGREEMENTInvestors' Rights Agreement • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 26 day of June 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”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreements and the Secured Convertible Note, as applicable (each as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels
This Subscription Agreement (this “Subscription Agreement”) is being entered into effective as of _____, 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 be
FEE LETTERFee Letter • June 27th, 2023 • Selina Hospitality PLC • 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).
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
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 effective as of June 26, 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
SELINA HOSPITALITY PLC Registered in England under company number 13931732 Registered office: 27 Old Gloucester Street, London WC1N 3AXIndemnity Letter • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels
Kibbutz Holding S.a.r.lFee Letter • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels
APPLICATION OF PROCEEDS LETTERApplication of Proceeds Letter • June 27th, 2023 • Selina Hospitality PLC • Hotels & motels
