EX-99.15 16 ex99-15.htm

 

Exhibit 99.15

 

Selina Hospitality PLC

27 Old Gloucester Street

London WC1N 3AX

United Kingdom

 

26 June 2023

 

Kibbutz Holding S.a.r.l

5 rue Guillaume J Kroll

I-1882 Luxembourg

Luxembourg

 

Attention: David Galan

 

REIMBURSEMENT LETTER

 

This letter (the “Letter”) sets out the basis upon which Selina Hospitality PLC (the “Company”) has agreed to reimburse Kibbutz Holding S.a.r.l. (“Kibbutz”) for certain costs incurred by Kibbutz in relation to the Transaction (as defined below).

 

1. DEFINITIONS AND INTERPRETATION

 

In this Letter, the following terms shall have the following meanings:

 

Convertible Subscription Agreement means the subscription agreement concerning the subscription for convertible notes to be entered into on or about the date hereof between and among the Company (as issuer) and Osprey (as subscriber);

 

Guaranteesmeans the guarantees to be provided by Kibbutz to Osprey in respect of the Convertible Subscription Agreement; and

 

Ospreymeans Osprey Investments Limited.

 

2. REIMBURSEMENT

 

As an inducement for Kibbutz to enter into the Guarantees the Company agrees to reimburse Kibbutz for the transaction costs and expenses paid and payable by Kibbutz to its professional consultants, advisors, accountants and other similar third parties, including, without limitation, the initial fees and costs payable to Kibbutz’s collateral agent, in connection with the Guarantees and their ancillary agreements, attachments and instruments up to a maximum aggregate amount of US$200,000.

 

Each such payment up to the maximum aggregate amount set forth above shall be made within 10 days from the date Kibbutz delivers to Selina an invoice for such reimbursable costs together with reasonable documentation supporting the costs to be reimbursed.

 

3. MISCELLANEOUS PROVISIONS

 

This Letter may not be amended except by all parties to this Letter in writing. This Letter constitutes the entire agreement and supersedes all prior agreements (both written and oral) between the parties to this Letter with respect to the subject matter of this Letter. This Letter may be executed in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one instrument. The invalidity, illegality or unenforceability of a provision of this Letter does not affect or impair the continuation in force of the remainder of such provision or the remainder of this Letter.

 

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This Letter shall be binding upon, and enure to the benefit of, each party to this Letter and its or any subsequent successors and assigns. A party to this Letter may not assign or transfer, or purport to assign or transfer, a right or obligation under this Letter, except with the prior written consent of the other party to this Letter.

 

4. LAW AND JURISDICTION

 

This Letter and the relationship among the parties to it (and any non-contractual obligation, dispute, controversy or claim of whatever nature arising out of or in any way relating to this Letter or its formation) shall be governed by and construed in accordance with English law. The parties irrevocably agree that the English courts will have exclusive jurisdiction in relation to this Letter and the parties hereby submit to the jurisdiction of such courts.

 

If you are in agreement with the terms as set forth in this Letter, please sign and return the enclosed copy of this Letter.

 

Yours faithfully,

 

Duly authorised for and on behalf of Selina Hospitality PLC

 

Signature: /s/ RAFAEL MUSERI  
     
Name: Rafael Museri  

 

Agreed and accepted by:

 

For and on behalf of Kibbutz Holding S.a.r.l

 

Signature: /s/ DAVID GALAN  
     
Name: David Galan  
     
Date: 26 June 2023  

 

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