UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Selina Hospitality PLC

(Name of Issuer)

Ordinary Shares, nominal value $0.005 per share

(Title of Class of Securities)

G8059B101

(CUSIP Number)

Giorgos Georgiou

Osprey International Limited

10 Pentelikou, Office 302, 2370

Ayios Dometios

Nicosia, Cyprus

0035799606856

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Geoffrey O’Dea, Esq.

Richard Hughes, Esq.

Goodwin Procter LLP

100 Cheapside

London EC2V 6DY

January 26, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer

This Schedule 13D (the “Schedule 13D”) relates to the Ordinary Shares, nominal value $0.005064 per share (the “Ordinary Shares”) of Selina Hospitality PLC, a company organized under the laws of the United Kingdom (the “Issuer”). The principal executive offices of the Issuer are located at 6th Floor, 2 London Wall Place, Barbican, London EC2Y 5AU, United Kingdom.

Item 2. Identity and Background

(a) and (f). This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”):

The Reporting Persons have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit A.

(b) and (c). The managing member of Osprey is Newbridge. The sole member of Newbridge is Riverhead. The sole member of Riverhead is Heritage. The sole trustee of Heritage is TCCI. The sole member of TCCI is TCIL. The managing member of TCIL is OFSG. The sole member of OFSG is Interco. The sole member of Interco is Topco. The sole member of Topco is Orthrus. The sole member of Orthrus is SBC. The sole member of SBC is SMC. The sole member of SMC is SHC. The board of directors of SHC is comprised of Maria Florencia Kassai (a Hungarian citizen), George Collier (a United Kingdom citizen), Frederik van Tuyll van Serooskerken (a Dutch citizen), and Nicholas Cawley (a United Kingdom citizen). The principal business of each of the Reporting Persons is to invest in securities. The principal business office of Osprey is Pentelikou 10, Office 302, 2370 Ayios Dometios, Nicosia, Cyprus. The principal business office of Newbridge is 3rd Floor, J&C Building, P.O. BOX 362, Road Town, Tortola, VG1110, British Virgin Islands. The principal business office of Riverhead is Trident Chambers, PO Box 146, Road Town, Tortola, British Virgin Islands. The principal business office of Heritage, TCCI, TCIL, OFSG, and Topco is 2nd Floor, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY. The principal business office of Interco, Orthrus, SBC, SMC, and SHC is 26 New Street, St Helier, Jersey JE2 3RA.

(d) and (e). None of the Reporting Persons has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The responses to Item 4 and Item 6 of this Schedule 13D are incorporated herein by reference.

Item 4. Purpose of Transaction

The responses to Item 3 and Item 6 of this Schedule 13D are incorporated herein by reference.

Board Observer and Independent Director Nomination Rights

On January 25, 2024, the Issuer entered into an investors’ rights agreement with Osprey (the “Osprey Investor Rights Agreement”), pursuant to which Osprey has the ability to designate by notice in writing to the Issuer individuals who will comprise the majority of the Issuer’s Board of Directors (the “Board”), as well as the chair of the Issuer and at least a majority of the members of each of the Issuer’s compensation committee, finance committee and nominating and corporate governance committee, subject to the observance of certain ongoing governance requirements. The Osprey Investor Rights Agreement contains customary provisions regarding the procedure for nominating such individuals, including the right of the Issuer to conduct background and other eligibility checks, and provides for the Issuer’s indemnification of those directors in the ordinary course.

Support Agreement

On January 25, 2024, the Issuer entered into a support agreement with Osprey, which includes an undertaking from Osprey to support the Shareholder Approval, as well as the potential de-listing of the Ordinary Shares of the Issuer from the Nasdaq Global Market and the deregistration as an SEC-reporting company, subject to applicable conditions, should the requisite majority of shareholders elect to proceed with some form of take-private transaction in the future.

Other

The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Ordinary Shares, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting Persons’ ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional Ordinary Shares or other securities of the Issuer (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their Ordinary Shares or other securities of the Issuer or continue to hold, or cause affiliates to hold, Ordinary Shares or other securities of the Issuer (or any combination or derivative thereof).

In addition, without limitation, the Reporting Persons have and intend to continue to engage from time to time in discussions with management or the board of directors of the Issuer about its business, operations, strategy, plans and prospects. In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors of the Issuer, stockholders or other security holders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including, but not limited to, a merger, reorganization or liquidation), a sale or transfer of a material amount of assets, a change in the board of directors or management, a material change in the capitalization or dividend policies, other material changes in the Issuer’s business or corporate structure, changes in the Issuer’s charter, bylaws or other actions that may impede the acquisition of control, de-listing or de-registration of the Issuer, or similar actions.

Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons, the foregoing is subject to change at any time.

Item 5. Interest in Securities of the Issuer

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.

– (b) The Reporting Persons may be deemed to beneficially own 155,777,987 Ordinary Shares, or 41.3% of the Ordinary Shares as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Calculations of beneficial ownership and voting power described herein are based on 378,418,620 Ordinary Shares of the Issuer outstanding as of January 26, 2024, following the closing of the Transactions (as defined below), as set forth in the Issuer’s Report on Form 6-K, filed with the Securities and Exchange Commission (the “SEC”) on January 26, 2024.

Osprey directly holds 155,777,897 Ordinary Shares, all of which may be deemed beneficially owner by the Reporting Persons.

(c) Except as otherwise disclosed herein, none of the Reporting Persons have effected any transaction in Ordinary Shares during the past 60 days.

(d) No person other than the Reporting Persons disclosed in this Schedule 13D is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares subject to this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses to Item 3 and Item 4 of this Schedule 13D are incorporated herein by reference.

As disclosed by the Issuer via a Report on Form 6-K filed with the SEC on January 26, 2024, the Issuer entered definitive agreements with a steering committee (the “Steering Committee”) comprised of noteholders holding approximately 26.0% of the outstanding indebtedness under the Indenture between the Issuer and Wilmington Trust, National Association, as trustee (“Trustee”), dated as of October 27, 2022 (the “Existing Indenture”), with respect to $147.5 million principal amount of 6.00% Convertible Senior Notes due 2026 (the “2026 Notes”), and Osprey Investments Limited (“Osprey Investments”), the investor under the strategic financing arrangements announced by the Issuer on June 27, 2023 and August 1, 2023, as further described below (the “Original Osprey Investment Arrangements”), to restructure the 2026 Notes (the “Note Restructuring”). Under the Note Restructuring, the Issuer exchanged (i) $132.8 million of the outstanding 2026 Notes held by the participating holders for warrants to acquire Ordinary Shares and new 6.00% senior secured notes due 2029 (the “2029 Notes”), and (ii) $14.7 million of the outstanding 2026 Notes held by 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, such notes, the “Kibbutz Notes”) for certain new debt and equity instruments of the Issuer (as further described below). In conjunction with the Note Restructuring, Osprey Investments and Osprey agreed to (i) purchase $28.0 million of Ordinary Shares at a price of $0.20 per share, (ii) convert some of its existing convertible debt into equity of the Issuer, and (iii) acquire the option to invest up to $20.0 million in additional funds at a price of $0.10 per share together with the participating holders of the 2026 Notes (the “New Osprey Investment Arrangements”). The Issuer is also seeking to raise an additional $20.0 million from investors (the “Incremental Fundraise” and, together with the Note Restructuring and the New Osprey Investment Agreements, the “Transactions”).

Certain elements of the Transactions are subject to approval by the Issuer’s shareholders at a general meeting to be convened by the Issuer to seek shareholder authority for the issuance of a sufficient number of new Ordinary Shares of the Issuer, on a non-pre-emptive basis, to give effect to the Transactions (the “Shareholder Approval”). The Issuer currently expects such general meeting to be convened by March 31, 2024.

Original Osprey Investment Arrangements

Under the Original Osprey Investment Arrangements, Osprey Investments entered into certain strategic debt and equity investment arrangements with the Issuer, Kibbutz, and Selina Management Company UK Ltd (the “Borrower”), a subsidiary of the Issuer, providing for the issuance of (i) $15.6 million in aggregate principal amount of secured convertible notes and (ii) an aggregate of 10,370,371 private warrants. The source of funds for such purchases for Osprey Investments was working capital.

On June 26, 2023, the Issuer entered into the first tranche of such arrangements, providing (i) $10 million in funding under a secured convertible promissory note issued by the Borrower, in the principal amount of $11,111,111, entered into on June 26, 2023 (the “June Note”) and (ii) 7,407,408 private warrants to acquire Ordinary Shares, with a five-year term and an exercise price of $1.50 per share (the “June Warrants”). On July 31, 2023, the Issuer entered into the second tranche, providing (i) an additional $4.0 million in funding under a secured convertible promissory note issued by the Borrower, in the principal amount of $4,444,444, entered into on July 31, 2023 (the “July Note” and, together with the June Note, the “Original Osprey Notes”) and (ii) 2,962,963 private warrants to acquire Ordinary Shares, with a five-year term and an exercise price of $1.50 per share (the “July Warrants” and, together with the June Warrants, the “Original Osprey Warrants”). The Original Osprey Notes were each issued at an original issue discount of 10.0%. The material terms of the Original Osprey Notes and the Original Osprey Warrants are described in more detail in the Reports on Form 6-K filed by the Issuer with the SEC on June 27, 2023 (with respect to the June Note and the June Warrants) and on August 1, 2023 (with respect to the July Note and the July Warrants).

Note Restructuring

As part of the Note Restructuring, the Issuer and the participating holders of the 2026 Notes entered into exchange agreements (each, an “Exchange Agreement”) under which the participating noteholders have been or will be issued, for each $1,000.00 principal amount of 2026 Notes exchanged, (i) warrants to purchase 2,409 Ordinary Shares of the Issuer at an exercise price equal to the nominal value per Ordinary Share (currently $0.005064 rounded to six decimal places), subject to Shareholder Approval and adjustment as set out in the applicable warrant agreement, and (ii) $600.00 principal amount of the 2029 Notes. Excluding the Kibbutz Notes, the Issuer will be required to issue an aggregate of (a) warrants which, subject to Shareholder Approval, would be exercisable for a maximum of 262,674,790 Ordinary Shares of the Issuer, and (b) 2029 Notes in an aggregate principal amount of $65,412,000. A portion of the indebtedness evidenced by the 2026 Notes to be exchanged for 2029 Notes will, as part of the Exchange Agreements, be credited against the exercise price of the warrants on a pre-paid basis.

The Exchange Agreements include an undertaking from the participating holders of the 2026 Notes to support the Shareholder Approval as well as the potential de-listing of the Ordinary Shares of the Issuer from the Nasdaq Global Market and the deregistration as an SEC-reporting company, subject to applicable conditions, should the requisite majority of shareholders elect to proceed with some form of take-private transaction in the future.

Exchange of Kibbutz Notes and Associated Warrants and New Osprey Note

On January 25, 2024, Kibbutz entered into an exchange agreement (the “Kibbutz Exchange Agreement”) with the Issuer and Osprey, whereby $4.7 million of the Kibbutz Notes were exchanged for 23,500,000 Ordinary Shares of the Issuer, at a conversion price of $0.20 per share, issued directly to Osprey (the “Kibbutz Notes Shares”). The remaining $10.0 million of the Kibbutz Notes were exchanged for a new 6.00% secured convertible promissory note due 2029 (the “New Osprey Note”), issued directly to Osprey. The terms of the New Osprey Note are substantially similar to the 2029 Notes, except as follows: the New Osprey Note is (i) secured by a first ranking charge over the Selina IP, (ii) guaranteed by the same guarantors as under the Existing Osprey Notes, and (iii) may be converted into Ordinary Shares, subject to receipt of Shareholder Approval, at a price of $0.10 per share.

Pursuant to a warrant assignment agreement dated January 26, 2024 between Kibbutz and Osprey, the 426,044 warrants originally issued to Kibbutz as part of its investment in the 2026 Notes were assigned to Osprey.

New Subscription Agreements

On January 25, 2024, Osprey and the Issuer entered into two new subscription agreements providing for (i) the committed purchase by Osprey of $16.0 million of Ordinary Shares at a price of $0.20 per share, covering 80,000,000 Ordinary Shares (the “$16m Subscription” and, such shares, the “First Subscribed Shares”) and (ii) a further committed purchase of $12.0 million of Ordinary Shares at a price of $0.20 per share, covering 60,000,000 Ordinary Shares (the “$12m Subscription” and, such shares, the “Second Subscribed Shares”). On January 26, 2024, Osprey funded the $16m Subscription and the First Subscribed Shares were issued to Osprey. Pursuant to the terms of the $12m Subscription, Osprey funded $4.0 million of the Second Subscribed Shares on January 26, 2024 and 20,000,000 of the Second Subscribed Shares were issued to Osprey. The source of funds for such purchase by Osprey was working capital.

The remaining $8.0 million subscription amount under the $12m Subscription is payable by Osprey in future monthly instalments, subject to and following the Issuer receiving Shareholder Approval so as to enable the Issuer to issue a sufficient amount of Ordinary Shares to fulfil that subscription. The $12m Subscription requires the Issuer, through a subsidiary, Selina Ventures Holdings Ltd (“Selina Ventures”), to invest $4.0 million into FutureLearn, with $3.3 million paid upon closing of the $12m Subscription and the remainder due in two subsequent equal payments in accordance with the terms of the $12m Subscription. After the full $4.0 million investment in FutureLearn, the Issuer will hold an approximate 6.2% interest, which will be governed by the SHA. Under the SHA, Selina Ventures will have the benefit of limited protections regarding its shareholding in FutureLearn and the conduct of the FutureLearn business, which the Issuer considers customary for a minority shareholding of this nature. The net proceeds from the $12m Subscription, after the Issuer’s required investments in FutureLearn, are to be utilized by the Issuer for sales and marketing purposes and commercial costs to be agreed with Osprey.

In addition, pursuant to the $16m Subscription, Osprey has subscribed for and been issued new private warrants (the “January Warrants”) to acquire 380,677,338 Ordinary Shares, at an exercise price equal to the nominal value per share, subject to adjustment as set out in the warrant agreement.

Partial Conversion of Original Osprey Notes

Pursuant to the terms of the Original Osprey Notes, Osprey Investments had the right to convert $4.0 million (the “Converted Principal”) of the indebtedness owing under the July Note into Ordinary Shares prior to November 1, 2027. Osprey Investments exercised such right on January 26, 2025 and designated Osprey as the recipient of the underlying Ordinary Shares. Accordingly, Osprey was issued 20,000,000 new Ordinary Shares at a subscription price of $0.20 per share. As a result of the conversion of the Converted Principal, $0.4 million of the July Note remains outstanding. No portion of the June Note was converted at Closing, and $11.1 million principal amount remains outstanding.

In connection with such partial conversion, the Issuer and Osprey amended the terms of each of the Original Osprey Notes on January 25, 2024 as follows:

Original Osprey Warrants Amendment and New Warrants

On January 25, 2024, the terms of the Original Osprey Warrants were also amended to reduce the exercise price equal to the nominal value per share and remove the one-year lock-up period applicable to such warrants. It is expected that Osprey Investments exercised those warrants shortly after the Closing. Osprey was also designated the new holder of the such warrants.

In connection with the partial conversion of the Original Osprey Notes described above, Osprey received warrants to acquire 1,481,482 Ordinary Shares (the “Note Warrant Shares”) at an exercise price equal to the nominal value per share. Osprey exercised such warrants on January 26, 2024 and was issued the Note Warrant Shares.

As described above, Osprey has also subscribed for and been issued the January Warrants, that entitle Osprey to acquire 380,677,338 additional Ordinary Shares. The source of funds for such purchase was working capital of Osprey. Osprey’s right to exercise such warrants is subject to the Shareholder Approval. It is expected that Osprey will exercise the January Warrants upon receipt of the Shareholder Approval.

Future Funding Letter

On January 25, 2024, the Issuer entered into a future funding letter (the “Option Letter”) with Osprey and the investors listed therein (the “Investors”), granting Osprey the option (the “Osprey Equity Option”) to purchase up to $20.0 million of Ordinary Shares at a purchase price of $0.10 per share, pursuant to one or more subscription agreements to be entered into on terms substantially similar in form to the subscription agreement governing the $16m Subscription. The Osprey Equity Option is exercisable for a period of 12 months until January 25, 2027, subject to the Shareholder Approval. The Investors have a right of participation in the Osprey Equity Option, pro-rata to their shareholdings and on a pari passu basis, so long as they remain shareholders of the Issuer.

Fee Letter

On January 25, 2024, Osprey and the Issuer also entered into a fee letter relating to approximately $2.0 million in fees (the “Fee”) for underwriting, commercial and other services rendered to the Issuer by Osprey or its affiliates prior to closing of the Transactions. Payment of the Fee is due upon Osprey’s exercise of the January Warrants and warrants to acquire 11,851,853 Ordinary Shares and will be settled by means of a set-off against the exercise price such warrants.

Put and Call Option Agreements

On January 25, 2024, Osprey entered into a series of put and call option agreements with Osprey Investments and Laketama Limited (“Laketama”), with respect to the $16m Subscription, the $12m Subscription, the New Osprey Note, the Kibbutz Notes Shares, the Osprey Equity Option, the Original Osprey Notes, and the Original Osprey Warrants. In each case, the call option agreements grant to Laketama the right to call from Osprey up to 50% of the securities covered by such agreement. In each case, the put option agreements grant Osprey the right to put back to Laketama up to 50% of the securities covered by such agreement. Each of the agreements is not exercisable until the earlier of (i) 10 months from the date of the agreement or (ii) the occurrence of a Selina Insolvency Event. Selina Insolvency Event is defined as “the occurrence or the entry into any of the following in respect of Selina PLC: (a) winding up, bankruptcy, dissolution, liquidation, receivership, administration or similar proceedings; or (b) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer”.

Investors Rights Agreement

As described above, the Issuer and Osprey entered into the IRA on January 25, 2024, with respect to the Original Osprey Notes, the $16m Subscription, and the $12m Subscription, granting Osprey certain director nomination rights.

Registration Rights Agreement

On January 25, 2024, the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with Osprey, providing for registration rights of certain Registrable Securities (as defined in the Registration Rights Agreement), including the (a) First Subscribed Shares, (b) Second Subscribed Shares, (c) Ordinary Shares underlying the January Warrants, (d) Ordinary Shares underlying the Original Osprey Notes, (e) Note Warrant Shares, (f) Ordinary Shares underlying the New Osprey Note, and (g) Ordinary Shares underlying the Original Osprey Warrants.

Item 7. Material to Be Filed as Exhibits

Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2024

Exhibit 1

Joint Filing Agreement, dated February 12, 2024

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

Dated: February 12, 2024

Exhibit 14

SELINA HOSPITALITY PLC

WARRANT ASSIGNMENT

26 January 2024

FOR VALUE RECEIVED, the undersigned registered owner (“Assignor”) of Warrant No. 18 (the “Warrant”) issued to the undersigned on October 27, 2022 by Selina Hospitality PLC (the “Company”) hereby sells, assigns and transfers unto the undersigned assignee named below (the “Assignee”) all of the rights of the undersigned Assignor under the Warrant, with respect to the number of voting ordinary shares of $0.005064 (to six decimal places) each in the capital of the Company (the “Warrant Shares”) set forth below:

The undersigned Assignee represents that, by assignment hereof, the Assignee acknowledges that the Warrant is being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of the Warrant or any shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws.

Exhibit 15

27 Old Gloucester Street

London

WC1N 3AX

United Kingdom

25 January 2024

Dear Sirs

SELINA HOSPITALITY PLC (THE “COMPANY”) – PROPOSED FUNDRAISING AND RESTRUCTURING OF LIABILITIES

We, the undersigned, being a shareholder of the Company as at the date hereof, understand that the Company proposes to undertake a series of fundraising and liability restructuring transactions pursuant to which the Company intends to raise up to US$68,000,000 in the form of new equity funding from certain existing and new investors in the Company (the “New Fundraising”) and restructure certain liabilities, including, without limitation, the indebtedness under the $147.5 million principal amount of 6.00% Convertible Senior Notes due 2026 issue by the Company on 27 October 2022 (the “2026 Notes”) and the indebtedness under the $15.6 million of secured convertible notes issued to Osprey Investments Limited (“Osprey”) by Selina Management Company UK Ltd on 26 June 2023 and 31 July 2023, respectively (the “Osprey Notes”), as part of the fundraising arrangements agreed with Osprey and announced by the Company via a Report on Form 6-K issued on 27 June 2023 (the “Osprey Arrangements”), as well as the warrants to subscribe for further shares issued to Osprey in connection with the Osprey Notes (collectively, as announced by the Company via a Report on Form 6-K issued on 4 December 2023, the “Transactions”), and that portions of the Transactions will be conditional, inter alia, on the passing of resolutions of the shareholders of the Company to grant the directors of the Company sufficient authority to allot, and disapply any rights of pre-emption in respect of the allotment of, new ordinary shares in the Company, having a nominal value of $0.005064 each (rounded to six decimal places; the “Ordinary Shares”), to allow the Company to complete the Transactions and, for the avoidance of doubt, issue Ordinary Shares in the future as required pursuant to the terms and conditions of the Transactions as set out in binding agreements entered into or to be entered into in connection with the Transactions (collectively, the “Resolutions”).

Without limiting the generality of the foregoing, the authorizations to be requested under the Resolutions shall be based upon the following indicative Transactions:

You have advised us that the Company intends to propose the Resolutions at general meeting of shareholders of the Company to be convened and held in the first quarter of 2024 (the “General Meeting”), notice of which the Company proposes to despatch to shareholders by not later than 31 March 2024 (the “Notice of Meeting”). This deed sets out the terms and conditions pursuant to which we undertake to support the Transactions by voting in favour of the Resolutions.

We represent and warrant to the Company that: (i) we are the registered holder and/or beneficial owner of the number of Ordinary Shares set out in the schedule to this letter (the “Shares”); (ii) we will not sell, transfer or otherwise dispose of, or permit or procure the sale, transfer or disposal of the Shares or any interest in the Shares or any other shares in the Company issued or unconditionally allotted to, or otherwise acquired by us, or any shares in the capital of the Company of which we become the beneficial owner, until and including the conclusion of the General Meeting; and (iii) we have full power and authority to enter into this undertaking and to perform the obligations under it.

We hereby irrevocably undertake to the Company that we shall (so long as the Transactions authorized by the Resolutions are on the terms set forth herein):

We consent to the particulars of this undertaking and our holdings of, and dealings in, relevant securities of the Company being publicly disclosed in any announcement made by or on behalf of the Company in connection with the Transactions, in any regulatory filing or otherwise in accordance with any legal or regulatory requirement applicable to the Company.

As security for our obligations under this undertaking, we unconditionally appoint any director of the Company as our attorney if we fail to vote the Shares in favour of the Resolutions as set out in this deed, in our name and on our behalf to do all things and to execute all deeds and other documents as may be necessary or desirable to give effect to our obligations under this deed and we undertake to ratify such acts and things and indemnify our attorney in full in respect of any such act or thing. Such appointment shall be irrevocable in accordance with section 4 of the Powers of Attorney Act 1971 until the Transactions close, lapse or are terminated.

We agree that, if we fail to vote the Shares in favour of the Resolutions in accordance with this undertaking and/or breach any of the other obligations hereunder, damages would not be an adequate remedy and, accordingly, the Company shall be entitled to seek the remedy of specific performance.

In the event that the General Meeting is not convened on or before 30 April 2024, this undertaking shall automatically lapse and be of no further force or effect and no party shall have any claim against any other save in respect of any prior breach of this undertaking. In addition, all of our obligations under this undertaking also shall lapse if the Transactions lapse or are terminated, and in such event no party shall have any claim against any other save in respect of any prior breach of this undertaking.

Time is of the essence in this deed as regards any time, date or period specified in this deed.

This undertaking and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

[Signature appears on the following page]

Executed and delivered as a deed on the date of this letter:

Yours faithfully

Osprey International Limited

Schedule

Exhibit 16

THIS AGREEMENT is made on 25 January 2024

BETWEEN

(each, a “Party” and together, the “Parties”).

WHEREAS

The preamble to this Agreement and its Annex constitute an integral part thereof.

Terms used but not defined herein shall have the meaning given in the Subscription Agreement.

“Business Day” means any day, except Saturday and Sunday, on which banking institutions in the State of New York and Cyprus are open for business.

“Call Exercise Percentage” means such percentage of the Option Interests (as defined below) (relating to the Investment), in respect of which the Purchaser wishes to exercise the Option hereunder under the relevant Exercise Notice and thereby call from the Holder, as set out in the relevant Exercise Notice hereunder.

“Call Exercise Percentage Cap” means, in respect of an Option Notice, fifty (50) per cent of the Option Interests, after taking into account the Call Exercise Percentage set out in that Exercise Notice, in aggregate with:

1

“Conversion Securities” means any security, share, obligation, promissory note, option, warrant or any other debt, equity or other instrument into which any Securities or Transaction Document, in each case, relating to the Investment, has been converted or exercised into, or which are provided to any Osprey Party under or in respect of any such Securities or Transaction Documents, in each case, on and from the date hereof until the settlement of the relevant exercise of the Option hereunder in respect of the Investment (including, without limitation, the Securities and Related Rights), including in each case any Option Interest.

“Equivalent Put Option” means any put option agreement entered into between the Parties on or about the date hereof in respect of the same Investment under which Osprey received a put option from the Purchaser on substantially the same terms as set out herein.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, escheat, encroachment, lien, charge of any kind, option, easement, purchase right, right of first refusal, right of pre-emption, conditional sale agreement, covenant, condition or other similar restriction (including restrictions on transfer) or any agreement to create any of the foregoing, other than restrictions under securities laws.

“Option Exercise Price” means:

“Related Rights” means in relation to any asset (including any Security or Conversion Security), any rights or interests relating thereto including, without limitation, as applicable:

2

“Selina Insolvency Event” means the occurrence or the entry into any of the following in respect of Selina PLC:

in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Securities, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price.

The Option in respect of the Investment may be exercised by the Purchaser at any time during the Option Period, on each occasion by sending a written exercise notice in the form set out in Annex 1 hereto to the Purchaser (the “Exercise Notice”) specifying:

3

On the Settlement Date:

Until the exercise or expiry of Option rights hereunder, no Osprey Party may sell, assign, transfer, give, encumber, pledge or in any other way dispose of any of the Option Interests (including, without limitation, any Securities, Transaction Document or any Conversion Securities), or any other right or option provided to it under the Subscription Agreement, in each case, without the prior written consent of the Purchaser.

No Osprey Party may, without the prior written consent of the Purchaser, elect to convert or exercise or permit conversion or exercise of any of the Option Interests (including, without limitation, any Securities, any Transaction Document and/or any Conversion Securities) which is subject to Option hereunder.

The Option hereunder shall remain valid and continue to apply to the Holder even if any Osprey Party: (a) voluntarily or involuntarily files for bankruptcy or similar proceedings in any court of competent jurisdiction or otherwise enters into any such proceeding, or (b) has the Option Interests transferred by operation of law or otherwise involuntarily.

Both before and after the execution of the Option hereunder, the Osprey Parties shall exercise all rights and take all decisions and make all appointments under the Transaction Documents, in each case, only in coordination with, and with the mutual agreement of both, the Purchaser and the Holder.

4

Each Party represents and warrants to the other parties hereto as follows:

The Guarantor irrevocably and unconditionally:

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Holder under this Agreement, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of the Holder or any security for those obligations or otherwise) is made by the Purchaser in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this clause 5 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

5

The obligations of the Guarantor under this clause 5 will not be affected by an act, omission, matter or thing which, but for this clause 5, would reduce, release or prejudice any of its obligations under this clause 5 (without limitation and whether or not known to it or the Purchaser) including:

Without prejudice to the generality of clause 5.4 (Waiver of Defences), the Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to this Agreement, the Equivalent Put Option, the Investment or any related arrangements.

The Guarantor waives any right it may have of first requiring the Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause 5. This waiver applies irrespective of any law or any provision of this Agreement to the contrary.

Until all amounts which may be or become payable by the Holder under or in connection with this Agreement have been irrevocably paid in full, the Purchaser (or any trustee or agent on its behalf) may:

6

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Purchaser.

Each Party hereby agrees (a) to furnish upon request to the other Party such further information, (b) to execute and deliver such other instruments and documents, and (c) to make all such filings and instructions, provide all such notices and consents, pass all such resolutions and otherwise do all such other acts and things; in each case, as may be required or desirable (or otherwise as the other Party may reasonably request) for the purpose of effecting the transactions set out herein or otherwise carrying out the intent of this Agreement and the documents referred to in this Agreement.

7

This Agreement shall terminate upon the date on which the date falling 1 day after the date falling 36 months from the date hereof.

No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by the Party to be charged with such amendment or waiver. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

All notices permitted or required to be given pursuant to this Agreement shall be given (and will be deemed to have been duly given, if given) by hand delivery, courier service, email, or mailed by registered or certified mail, postage prepaid, return receipt requested:

If to an Osprey Party:

Address: 9E Foti Pitta Street, 1065, Nicosia, Cyprus

Email: giorgos.georgiou@osprey-investments.com

In each case, marked to the attention of: Mr. Giorgos Georgiou

If to the Purchaser:

Address: strati Myrivili, 5, Strovolos, 2046, Nicosia, Cyprus

Email: samweinroth1@gmail.com

In each case, marked to the attention of: Mr. Samuel Weinroth

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by facsimile shall be confirmed by appropriate answer back and shall be effective upon actual receipt if receipt is received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after if not received during the recipient’s normal business hours. Any party may change any address to which notice is to be given to it by giving notice as provided above of such change of address.

This Agreement supersedes all prior agreements between the Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.

For the avoidance of doubt, the Option hereunder may only be exercised if and to such extent the equivalent option under the put option agreement provided by the Purchaser to the Holder on or about the date hereof has not been exercised.

8

No Party may assign any of its rights under this Agreement without the prior consent of the other Parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the Parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

The Parties recognise and agree that immediate irreparable damages for which there is not adequate remedy at law would occur in the event that the provisions of this Agreement are not performed in accordance with the specific terms hereof or are otherwise breached. It is accordingly agreed that in the event of a failure by a Party to perform his, her or its obligations under this Agreement, each of the other Parties shall be entitled to specific performance through injunctive relief, without the necessity of posting a bond, to prevent breaches of the provisions and to enforce specifically the provisions of this Agreement, in addition to any other remedy to which such Party may be entitled, at law or in equity.

This Agreement will be governed by and construed in accordance with the laws of Cyprus. The Parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Cyprus courts for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The Parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Each Party agrees to keep the content of this Agreement and any other information it obtains on the other Party and its affairs in connection herewith, strictly confidential and not disclose it to any person other than: (i) to the extent required by law, regulation, court order or rules of stock exchange; or (ii) to its affiliates and its and their respective officers, directors, employees, representatives, advisors, accountants and auditors, in each case, on a strictly” need to know” basis and provided such recipient is aware that the information is confidential and is subject to either contractual or professional confidentiality obligations in respect thereof.

Any term of this Agreement which would be invalid or unenforceable as written shall be deemed limited in scope and/or duration to the extent necessary to render it enforceable. The determination of any court that any provision is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity of the offending term or provision in any other situation or in any other jurisdiction.

9

This Agreement and any amendments hereto, to the extent signed and delivered by means of portable document format (“PDF”), shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party hereto, each other Party hereto shall re-execute original forms thereof and deliver them to all other Parties.

This Agreement may be executed in any number of counterparts and by each Party on separate counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[Remainder of page intentionally left blank]

10

[Signature page to the Call Option- Equity Subscription ($12m) - Jan 2024]

[Signature page to the Call Option- Equity Subscription ($12m) - Jan 2024]

Annex 1

Exercise Notice

NOTICE OF EXERCISE OF CALL OPTION

To: OSPREY INTERNATIONAL LIMITED

Date: [•]

Dear Sirs,

Reference is made to the Option Agreement entered into on or about __ January 2024 between Laketama Limited and Osprey International Limited (the “Option Agreement”)

We refer to the Option Agreement. Terms used by not defined herein shall have the meaning given in the Option Agreement.

This is an Exercise Notice for the purposes of the Option Agreement.

The Purchaser hereby irrevocably gives notice to the Holder of its decision to exercise its Option to require the Osprey International Limited to sell to the Purchaser the Exercised Option Interests relating to the Investment in accordance with Section [•] of the Option Agreement

The Call Exercise Percentage: [•]%

Our proposed Settlement Date is [•]

Designated transferee of [Exercised Option Interests]: [•]

_______________________

for and on behalf of

LAKETAMA LIMITED

Exhibit 17

THIS AGREEMENT is made on 25 January 2024

BETWEEN

(each, a “Party” and together, the “Parties”).

WHEREAS

The preamble to this Agreement and its Annex constitute an integral part thereof.

Terms used but not defined herein shall have the meaning given in the Subscription Agreement.

“Business Day” means any day, except Saturday and Sunday, on which banking institutions in the State of New York and Cyprus are open for business.

“Call Exercise Percentage” means such percentage of the Option Interests (as defined below) (relating to the Investment), in respect of which the Purchaser wishes to exercise the Option hereunder under the relevant Exercise Notice and thereby call from the Holder, as set out in the relevant Exercise Notice hereunder.

“Call Exercise Percentage Cap” means, in respect of an Option Notice, fifty (50) per cent of the Option Interests, after taking into account the Call Exercise Percentage set out in that Exercise Notice, in aggregate with:

1

“Conversion Securities” means any security, share, obligation, promissory note, option, warrant or any other debt, equity or other instrument into which any Securities, Transaction Document or any related Warrants, in each case, relating to the Investment, has been converted or exercised into, or which are provided to any Osprey Party under or in respect of any such Securities, Transaction Documents or Warrants, in each case, on and from the date hereof until the settlement of the relevant exercise of the Option hereunder in respect of the Investment (including, without limitation, the Securities and Related Rights), including in each case any Option Interest.

“Equivalent Put Option” means any put option agreement entered into between the Parties on or about the date hereof in respect of the same Investment under which Osprey received a put option from the Purchaser on substantially the same terms as set out herein.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, escheat, encroachment, lien, charge of any kind, option, easement, purchase right, right of first refusal, right of pre-emption, conditional sale agreement, covenant, condition or other similar restriction (including restrictions on transfer) or any agreement to create any of the foregoing, other than restrictions under securities laws.

“Option Exercise Price” means:

“Related Rights” means in relation to any asset (including any Security, Warrant or Conversion Security), any rights or interests relating thereto including, without limitation, as applicable:

2

“Selina Insolvency Event” means the occurrence or the entry into any of the following in respect of Selina PLC:

“Warrants” means any warrants issued to Osprey in connection with the Investment.

“Warrants Option Price” means EUR 1.00 in aggregate in respect of all the Warrants.

in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Securities, Warrants, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price.

3

The Option in respect of the Investment may be exercised by the Purchaser at any time during the Option Period, on each occasion by sending a written exercise notice in the form set out in Annex 1 hereto to the Holder (the “Exercise Notice”) specifying:

On the Settlement Date:

Until the exercise or expiry of Option rights hereunder, no Osprey Party may sell, assign, transfer, give, encumber, pledge or in any other way dispose of any of the Option Interests (including, without limitation, any Securities, Warrants, Transaction Document or any Conversion Securities), or any other right or option provided to it under the Subscription Agreement, in each case, without the prior written consent of the Purchaser.

No Osprey Party may, without the prior written consent of the Purchaser, elect to convert or exercise or permit conversion or exercise of any of the Option Interests (including, without limitation, any Securities, any Warrants, any Transaction Document and/or any Conversion Securities) which is subject to Option hereunder.

4

The Option hereunder shall remain valid and continue to apply to the Holder even if any Osprey Party: (a) voluntarily or involuntarily files for bankruptcy or similar proceedings in any court of competent jurisdiction or otherwise enters into any such proceeding, or (b) has the Option Interests transferred by operation of law or otherwise involuntarily.

Both before and after the execution of the Option hereunder, the Osprey Parties shall exercise all rights and take all decisions and make all appointments under the Transaction Documents, in each case, only in coordination with, and with the mutual agreement of both, the Purchaser and the Holder.

Each Party represents and warrants to the other parties hereto as follows:

The Guarantor irrevocably and unconditionally:

5

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Holder under this Agreement, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of the Holder or any security for those obligations or otherwise) is made by the Purchaser in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this clause 5 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of the Guarantor under this clause 5 will not be affected by an act, omission, matter or thing which, but for this clause 5, would reduce, release or prejudice any of its obligations under this clause 5 (without limitation and whether or not known to it or the Purchaser) including:

Without prejudice to the generality of clause 5.4 (Waiver of Defences), the Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to this Agreement, the Equivalent Put Option, the Investment or any related arrangements.

The Guarantor waives any right it may have of first requiring the Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause 5. This waiver applies irrespective of any law or any provision of this Agreement to the contrary.

6

Until all amounts which may be or become payable by the Holder under or in connection with this Agreement have been irrevocably paid in full, the Purchaser (or any trustee or agent on its behalf) may:

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Purchaser.

7

Each Party hereby agrees (a) to furnish upon request to the other Party such further information, (b) to execute and deliver such other instruments and documents, and (c) to make all such filings and instructions, provide all such notices and consents, pass all such resolutions and otherwise do all such other acts and things; in each case, as may be required or desirable (or otherwise as the other Party may reasonably request) for the purpose of effecting the transactions set out herein or otherwise carrying out the intent of this Agreement and the documents referred to in this Agreement.

This Agreement shall terminate upon the date on which the date falling 1 day after the date falling 36 months from the date hereof.

No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by the Party to be charged with such amendment or waiver. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

All notices permitted or required to be given pursuant to this Agreement shall be given (and will be deemed to have been duly given, if given) by hand delivery, courier service, email, or mailed by registered or certified mail, postage prepaid, return receipt requested:

If to an Osprey Party:

Address: 9E Foti Pitta Street, 1065, Nicosia, Cyprus

Email: giorgos.georgiou@osprey-investments.com

In each case, marked to the attention of: Mr. Giorgos Georgiou

If to the Purchaser:

Address: strati Myrivili, 5, Strovolos, 2046, Nicosia, Cyprus

Email: samweinroth1@gmail.com

In each case, marked to the attention of: Mr. Samuel Weinroth

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by facsimile shall be confirmed by appropriate answer back and shall be effective upon actual receipt if receipt is received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after if not received during the recipient’s normal business hours. Any party may change any address to which notice is to be given to it by giving notice as provided above of such change of address.

8

This Agreement supersedes all prior agreements between the Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.

For the avoidance of doubt, the Option hereunder may only be exercised if and to such extent the equivalent option under the put option agreement provided by the Purchaser to the Holder on or about the date hereof has not been exercised.

No Party may assign any of its rights under this Agreement without the prior consent of the other Parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the Parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

The Parties recognise and agree that immediate irreparable damages for which there is not adequate remedy at law would occur in the event that the provisions of this Agreement are not performed in accordance with the specific terms hereof or are otherwise breached. It is accordingly agreed that in the event of a failure by a Party to perform his, her or its obligations under this Agreement, each of the other Parties shall be entitled to specific performance through injunctive relief, without the necessity of posting a bond, to prevent breaches of the provisions and to enforce specifically the provisions of this Agreement, in addition to any other remedy to which such Party may be entitled, at law or in equity.

This Agreement will be governed by and construed in accordance with the laws of Cyprus. The Parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Cyprus courts for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The Parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Each Party agrees to keep the content of this Agreement and any other information it obtains on the other Party and its affairs in connection herewith, strictly confidential and not disclose it to any person other than: (i) to the extent required by law, regulation, court order or rules of stock exchange; or (ii) to its affiliates and its and their respective officers, directors, employees, representatives, advisors, accountants and auditors, in each case, on a strictly” need to know” basis and provided such recipient is aware that the information is confidential and is subject to either contractual or professional confidentiality obligations in respect thereof.

9

Any term of this Agreement which would be invalid or unenforceable as written shall be deemed limited in scope and/or duration to the extent necessary to render it enforceable. The determination of any court that any provision is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity of the offending term or provision in any other situation or in any other jurisdiction.

This Agreement and any amendments hereto, to the extent signed and delivered by means of portable document format (“PDF”), shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party hereto, each other Party hereto shall re-execute original forms thereof and deliver them to all other Parties.

This Agreement may be executed in any number of counterparts and by each Party on separate counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[Remainder of page intentionally left blank]

10

[Signature page to the Call Option- Equity Subscription ($16m) - Jan 2024]

[Signature page to the Call Option- Equity Subscription ($16m) - Jan 2024]

Annex 1

Exercise Notice

NOTICE OF EXERCISE OF CALL OPTION

To: OSPREY INTERNATIONAL LIMITED

Date: [•]

Dear Sirs,

Reference is made to the Option Agreement entered into on or about   January 2024 between Laektama Limited and Osprey International Limited (the “Option Agreement”)

We refer to the Option Agreement. Terms used by not defined herein shall have the meaning given in the Option Agreement.

This is an Exercise Notice for the purposes of the Option Agreement.

The Purchaser hereby irrevocably gives notice to the Holder of its decision to exercise its Option to require the Osprey International Limited to sell to the Purchaser the Exercised Option Interests relating to the Investment in accordance with Section [•] of the Option Agreement.

The Call Exercise Percentage: [•]%

Our proposed Settlement Date is [•]

Designated transferee of [Exercised Option Interests]: [•]

——————————————

for and on behalf of

LAKETAMA LIMITED

Exhibit 18

THIS AGREEMENT is made on 25 January 2024

BETWEEN

(each, a “Party” and together, the “Parties”).

WHEREAS

(i) a 6.00% secured convertible note due 2029 in a principal amount of $10,000,000 (the “Exchange Note”), on terms such that Osprey shall receive the newly issued Exchange Note directly from Selina PLC;

(ii) 23,500,000 ordinary shares of Selina PLC with a nominal value of $0.005064 each (rounded to six decimal places),

in each case to be issued directly to Osprey in exchange for the cancellation of the Old Notes (including the cancellation of any and all outstanding principal and accrued interest thereon) and the repayment of all accrued and uncapitalised interest on the loans made available to Kibbutz under the convertible loan agreement dated 13 October 2020 between, amongst others, the Guarantor as lender and Kibbutz as borrower and guarantor (as amended and restated from time to time, the “2020 CLA”).

The preamble to this Agreement and its Annex constitute an integral part thereof.

1

Terms used but not defined herein shall have the meaning given in the Exchange Agreement.

“Business Day” means any day, except Saturday and Sunday, on which banking institutions in the State of New York and Cyprus are open for business.

“Call Exercise Percentage” means such percentage of the Option Interests (as defined below) (relating to the Exchange Note), in respect of which the Purchaser wishes to exercise the Option hereunder under the relevant Exercise Notice and thereby call from the Holder, as set out in the relevant Exercise Notice hereunder.

“Call Exercise Percentage Cap” means, in respect of an Option Notice, fifty (50) per cent of the Option Interests, after taking into account the Call Exercise Percentage set out in that Exercise Notice, in aggregate with:

“Conversion Securities” means any security, share, obligation, promissory note, option, warrant or any other debt, equity or other instrument into which any Exchange Note has been converted or exercised into, or which are provided to any Osprey Party under or in respect of any such Exchange Note, in each case, on and from the Original Call Option Date until the settlement of the relevant exercise of the Option hereunder in respect of the Exchange Note (including, without limitation, the Exchange Note and Related Rights), including in each case any Option Interest.

“Equivalent Put Option” means any put option agreement entered into between the Parties on or about the date hereof in respect of the same Exchange Note under which Osprey received a put option from the Purchaser on substantially the same terms as set out herein.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, escheat, encroachment, lien, charge of any kind, option, easement, purchase right, right of first refusal, right of pre-emption, conditional sale agreement, covenant, condition or other similar restriction (including restrictions on transfer) or any agreement to create any of the foregoing, other than restrictions under securities laws.

“Option Exercise Price” means:

A = the relevant Call Exercise Percentage; and

B = (13.3/14.7) x USD 10,000,000; plus

“Original Call Option Date” means 25 January 2024.

“Related Rights” means in relation to any asset (including any Exchange Note or Conversion Security), any rights or interests relating thereto including, without limitation, as applicable:

2

“Selina Insolvency Event” means the occurrence or the entry into any of the following in respect of Selina PLC:

3

in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Exchange Note, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price.

The Option may be exercised by the Purchaser at any time during the Option Period, on each occasion by sending a written exercise notice in the form set out in Annex 1 hereto to the Holder (the “Exercise Notice”) specifying:

On the Settlement Date:

Until the exercise or expiry of Option rights hereunder, no Osprey Party may sell, assign, transfer, give, encumber, pledge or in any other way dispose of any of the Option Interests (including, without limitation, any Exchange Note or any Conversion Securities), or any other right or option provided to it under the Exchange Agreement, in each case, without the prior written consent of the Purchaser.

4

No Osprey Party may, without the prior written consent of the Purchaser, elect to convert or exercise or permit conversion or exercise of any of the Option Interests (including, without limitation, any Exchange Note and/or any Conversion Securities) which is subject to Option hereunder.

The Option hereunder shall remain valid and continue to apply to the Holder even if any Osprey Party: (a) voluntarily or involuntarily files for bankruptcy or similar proceedings in any court of competent jurisdiction or otherwise enters into any such proceeding, or (b) has the Option Interests transferred by operation of law or otherwise involuntarily.

Both before and after the execution of the Option hereunder, the Osprey Parties shall exercise all rights and take all decisions and make all appointments under the Exchange Agreement, in each case, only in coordination with, and with the mutual agreement of both, the Purchaser and the Holder.

Each Party represents and warrants to the other parties hereto as follows:

The Guarantor irrevocably and unconditionally:

5

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Holder under this Agreement, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of the Holder or any security for those obligations or otherwise) is made by the Purchaser in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this clause 5 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of the Guarantor under this clause 5 will not be affected by an act, omission, matter or thing which, but for this clause 5, would reduce, release or prejudice any of its obligations under this clause 5 (without limitation and whether or not known to it or the Purchaser) including:

6

Without prejudice to the generality of clause 5.4 (Waiver of Defences), the Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to this Agreement, the Equivalent Put Option, the Exchange Note or any related arrangements.

The Guarantor waives any right it may have of first requiring the Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause 5. This waiver applies irrespective of any law or any provision of this Agreement to the contrary.

Until all amounts which may be or become payable by the Holder under or in connection with this Agreement have been irrevocably paid in full, the Purchaser (or any trustee or agent on its behalf) may:

7

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Purchaser.

Each Party hereby agrees (a) to furnish upon request to the other Party such further information, (b) to execute and deliver such other instruments and documents, and (c) to make all such filings and instructions, provide all such notices and consents, pass all such resolutions and otherwise do all such other acts and things; in each case, as may be required or desirable (or otherwise as the other Party may reasonably request) for the purpose of effecting the transactions set out herein or otherwise carrying out the intent of this Agreement and the documents referred to in this Agreement.

This Agreement shall terminate upon the date on which the date falling 1 day after the date falling 36 months from the Original Call Option Date.

No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by the Party to be charged with such amendment or waiver. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

All notices permitted or required to be given pursuant to this Agreement shall be given (and will be deemed to have been duly given, if given) by hand delivery, courier service, email, or mailed by registered or certified mail, postage prepaid, return receipt requested:

If to an Osprey Party:

Address: 9E Foti Pitta Street, 1065, Nicosia, Cyprus

Email: giorgos.georgiou@osprey-investments.com

In each case, marked to the attention of: Mr. Giorgos Georgiou

If to the Purchaser:

Address: strati Myrivili, 5, Strovolos, 2046, Nicosia, Cyprus

Email: samweinroth1@gmail.com

In each case, marked to the attention of: Mr. Samuel Weinroth

8

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by facsimile shall be confirmed by appropriate answer back and shall be effective upon actual receipt if receipt is received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after if not received during the recipient’s normal business hours. Any party may change any address to which notice is to be given to it by giving notice as provided above of such change of address.

This Agreement supersedes all prior agreements between the Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.

For the avoidance of doubt, the Option hereunder may only be exercised if and to such extent the equivalent option under the put option agreement provided by the Purchaser to the Holder on or about the date hereof has not been exercised.

No Party may assign any of its rights under this Agreement without the prior consent of the other Parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the Parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

The Parties recognise and agree that immediate irreparable damages for which there is not adequate remedy at law would occur in the event that the provisions of this Agreement are not performed in accordance with the specific terms hereof or are otherwise breached. It is accordingly agreed that in the event of a failure by a Party to perform his, her or its obligations under this Agreement, each of the other Parties shall be entitled to specific performance through injunctive relief, without the necessity of posting a bond, to prevent breaches of the provisions and to enforce specifically the provisions of this Agreement, in addition to any other remedy to which such Party may be entitled, at law or in equity.

This Agreement will be governed by and construed in accordance with the laws of Cyprus. The Parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Cyprus courts for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The Parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9

Each Party agrees to keep the content of this Agreement and any other information it obtains on the other Party and its affairs in connection herewith, strictly confidential and not disclose it to any person other than: (i) to the extent required by law, regulation, court order or rules of stock exchange; or (ii) to its affiliates and its and their respective officers, directors, employees, representatives, advisors, accountants and auditors, in each case, on a strictly” need to know” basis and provided such recipient is aware that the information is confidential and is subject to either contractual or professional confidentiality obligations in respect thereof.

Any term of this Agreement which would be invalid or unenforceable as written shall be deemed limited in scope and/or duration to the extent necessary to render it enforceable. The determination of any court that any provision is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity of the offending term or provision in any other situation or in any other jurisdiction.

This Agreement and any amendments hereto, to the extent signed and delivered by means of portable document format (“PDF”), shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party hereto, each other Party hereto shall re-execute original forms thereof and deliver them to all other Parties.

This Agreement may be executed in any number of counterparts and by each Party on separate counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[Remainder of page intentionally left blank]

10

[Signature page to the Call Option- Exchange Note ($10m) - Jan 2024]

[Signature page to the Call Option- Exchange Note ($10m) - Jan 2024]

Annex 1

Exercise Notice

NOTICE OF EXERCISE OF CALL OPTION

To: OSPREY INTERNATIONAL LIMITED

Date: [•]

Dear Sirs,

Reference is made to the Option Agreement entered into on or about   January 2024 between Laketama Limited and Osprey International Limited (the “Option Agreement”)

We refer to the Option Agreement. Terms used by not defined herein shall have the meaning given in the Option Agreement.

This is an Exercise Notice for the purposes of the Option Agreement.

The Purchaser hereby irrevocably gives notice to the Holder of its decision to exercise its Option to require the Osprey International Limited to sell to the Purchaser the Exercised Option Interests in accordance with Section [•] of the Option Agreement.

The Call Exercise Percentage: [•]%

Our proposed Settlement Date is [•]

Designated transferee of [Exercised Option Interests]: [•]

——————————————

for and on behalf of

LAKETAMA LIMITED

Exhibit 19

THIS AGREEMENT is made on 25 January 2024

BETWEEN

(each, a “Party” and together, the “Parties”).

WHEREAS

in each case to be issued directly to Osprey in exchange for the cancellation of the Old Notes (including the cancellation of any and all outstanding principal and accrued interest thereon) and the repayment of all accrued and uncapitalised interest on the loans made available to Kibbutz under the convertible loan agreement dated 13 October 2020 between, amongst others, the Guarantor as lender and Kibbutz as borrower and guarantor (as amended and restated from time to time, the “2020 CLA”).

The preamble to this Agreement and its Annex constitute an integral part thereof.

1

Terms used but not defined herein shall have the meaning given in the Exchange Agreement.

“Business Day” means any day, except Saturday and Sunday, on which banking institutions in the State of New York and Cyprus are open for business.

“Call Exercise Percentage” means such percentage of the Option Interests (as defined below) (relating to the Exchange Shares), in respect of which the Purchaser wishes to exercise the Option hereunder under the relevant Exercise Notice and thereby call from the Holder, as set out in the relevant Exercise Notice hereunder.

“Call Exercise Percentage Cap” means, in respect of an Option Notice, fifty (50) per cent of the Option Interests, after taking into account the Call Exercise Percentage set out in that Exercise Notice, in aggregate with:

“Conversion Securities” means any security, share, obligation, promissory note, option, warrant or any other debt, equity or other instrument into which any Exchange Shares has been converted or exercised into, or which are provided to any Osprey Party under or in respect of any such Exchange Shares, in each case, on and from the Original Call Option Date until the settlement of the relevant exercise of the Option hereunder in respect of the Exchange Shares (including, without limitation, the Exchange Shares and Related Rights), including in each case any Option Interest.

“Equivalent Put Option” means any put option agreement entered into between the Parties on or about the date hereof in respect of the same Exchange Shares under which Osprey received a put option from the Purchaser on substantially the same terms as set out herein.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, escheat, encroachment, lien, charge of any kind, option, easement, purchase right, right of first refusal, right of pre-emption, conditional sale agreement, covenant, condition or other similar restriction (including restrictions on transfer) or any agreement to create any of the foregoing, other than restrictions under securities laws.

“Option Exercise Price” means:

A = the relevant Call Exercise Percentage; and

B = (13.3/14.7) x $4,700,000; plus

“Original Call Option Date” means 25 January 2024.

“Related Rights” means in relation to any asset (including any Exchange Share or Conversion Security), any rights or interests relating thereto including, without limitation, as applicable:

2

“Selina Insolvency Event” means the occurrence or the entry into any of the following in respect of Selina PLC:

3

in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Exchange Shares, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price.

The Option may be exercised by the Purchaser at any time during the Option Period, on each occasion by sending a written exercise notice in the form set out in Annex 1 hereto to the Holder (the “Exercise Notice”) specifying:

On the Settlement Date:

Until the exercise or expiry of Option rights hereunder, no Osprey Party may sell, assign, transfer, give, encumber, pledge or in any other way dispose of any of the Option Interests (including, without limitation, any Exchange Shares or any Conversion Securities), or any other right or option provided to it under the Exchange Agreement, in each case, without the prior written consent of the Purchaser.

4

No Osprey Party may, without the prior written consent of the Purchaser, elect to convert or exercise or permit conversion or exercise of any of the Option Interests (including, without limitation, any Exchange Shares and/or any Conversion Securities) which is subject to Option hereunder.

The Option hereunder shall remain valid and continue to apply to the Holder even if any Osprey Party: (a) voluntarily or involuntarily files for bankruptcy or similar proceedings in any court of competent jurisdiction or otherwise enters into any such proceeding, or (b) has the Option Interests transferred by operation of law or otherwise involuntarily.

Both before and after the execution of the Option hereunder, the Osprey Parties shall exercise all rights and take all decisions and make all appointments under the Exchange Agreement, in each case, only in coordination with, and with the mutual agreement of both, the Purchaser and the Holder.

Each Party represents and warrants to the other parties hereto as follows:

The Guarantor irrevocably and unconditionally:

5

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Holder under this Agreement, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of the Holder or any security for those obligations or otherwise) is made by the Purchaser in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this clause 5 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of the Guarantor under this clause 5 will not be affected by an act, omission, matter or thing which, but for this clause 5, would reduce, release or prejudice any of its obligations under this clause 5 (without limitation and whether or not known to it or the Purchaser) including:

6

Without prejudice to the generality of clause 5.4 (Waiver of Defences), the Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of this Agreement and/or any facility or amount made available under any of this Agreement this Agreement, the Equivalent Put Option, the Exchange Shares or any related arrangements.

The Guarantor waives any right it may have of first requiring the Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause 5. This waiver applies irrespective of any law or any provision of this Agreement to the contrary.

Until all amounts which may be or become payable by the Holder under or in connection with this Agreement have been irrevocably paid in full, the Purchaser (or any trustee or agent on its behalf) may:

7

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Purchaser.

Each Party hereby agrees (a) to furnish upon request to the other Party such further information, (b) to execute and deliver such other instruments and documents, and (c) to make all such filings and instructions, provide all such notices and consents, pass all such resolutions and otherwise do all such other acts and things; in each case, as may be required or desirable (or otherwise as the other Party may reasonably request) for the purpose of effecting the transactions set out herein or otherwise carrying out the intent of this Agreement and the documents referred to in this Agreement.

This Agreement shall terminate upon the date on which the date falling 1 day after the date falling 30 months from the date of the Original Put Option.

No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by the Party to be charged with such amendment or waiver. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

All notices permitted or required to be given pursuant to this Agreement shall be given (and will be deemed to have been duly given, if given) by hand delivery, courier service, email, or mailed by registered or certified mail, postage prepaid, return receipt requested:

If to an Osprey Party:

Address: 9E Foti Pitta Street, 1065, Nicosia, Cyprus

Email: giorgos.georgiou@osprey-investments.com

In each case, marked to the attention of: Mr. Giorgos Georgiou

If to the Purchaser:

Address: strati Myrivili, 5, Strovolos, 2046, Nicosia, Cyprus

Email: samweinroth1@gmail.com

8

In each case, marked to the attention of: Mr. Samuel Weinroth

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by facsimile shall be confirmed by appropriate answer back and shall be effective upon actual receipt if receipt is received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after if not received during the recipient’s normal business hours. Any party may change any address to which notice is to be given to it by giving notice as provided above of such change of address.

This Agreement supersedes all prior agreements between the Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.

For the avoidance of doubt, the Option hereunder may only be exercised if and to such extent the equivalent option under the put option agreement provided by the Purchaser to the Holder on or about the date hereof has not been exercised.

No Party may assign any of its rights under this Agreement without the prior consent of the other Parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the Parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

The Parties recognise and agree that immediate irreparable damages for which there is not adequate remedy at law would occur in the event that the provisions of this Agreement are not performed in accordance with the specific terms hereof or are otherwise breached. It is accordingly agreed that in the event of a failure by a Party to perform his, her or its obligations under this Agreement, each of the other Parties shall be entitled to specific performance through injunctive relief, without the necessity of posting a bond, to prevent breaches of the provisions and to enforce specifically the provisions of this Agreement, in addition to any other remedy to which such Party may be entitled, at law or in equity.

This Agreement will be governed by and construed in accordance with the laws of Cyprus. The Parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Cyprus courts for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The Parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9

Each Party agrees to keep the content of this Agreement and any other information it obtains on the other Party and its affairs in connection herewith, strictly confidential and not disclose it to any person other than: (i) to the extent required by law, regulation, court order or rules of stock exchange; or (ii) to its affiliates and its and their respective officers, directors, employees, representatives, advisors, accountants and auditors, in each case, on a strictly” need to know” basis and provided such recipient is aware that the information is confidential and is subject to either contractual or professional confidentiality obligations in respect thereof.

Any term of this Agreement which would be invalid or unenforceable as written shall be deemed limited in scope and/or duration to the extent necessary to render it enforceable. The determination of any court that any provision is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity of the offending term or provision in any other situation or in any other jurisdiction.

This Agreement and any amendments hereto, to the extent signed and delivered by means of portable document format (“PDF”), shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party hereto, each other Party hereto shall re-execute original forms thereof and deliver them to all other Parties.

This Agreement may be executed in any number of counterparts and by each Party on separate counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[Remainder of page intentionally left blank]

10

[Signature page to the Call Option- Exchange Shares ($4.7m) - Jan 2024]

[Signature page to the Call Option- Exchange Shares ($4.7m) - Jan 2024]

Annex 1

Exercise Notice

NOTICE OF EXERCISE OF CALL OPTION

To: OSPREY INTERNATIONAL LIMITED

Date: [•]

Dear Sirs,

Reference is made to the Option Agreement entered into on or about __ January 2024 between Laketama Limited and Osprey International Limited (the “Option Agreement”)

We refer to the Option Agreement. Terms used by not defined herein shall have the meaning given in the Option Agreement.

This is an Exercise Notice for the purposes of the Option Agreement.

The Purchaser hereby irrevocably gives notice to the Holder of its decision to exercise its Option to require the Osprey International Limited to sell to the Purchaser the Exercised Option Interests in accordance with Section [•] of the Option Agreement.

The Call Exercise Percentage: [•]%

Our proposed Settlement Date is [•]

Designated transferee of [Exercised Option Interests]: [•]

——————————

for and on behalf of

LAKETAMA LIMITED