Exhibit 10.7


 


CONFIDENTIAL


 


FORM OF TRANSACTION SUPPORT AGREEMENT


 


This TRANSACTION SUPPORT
AGREEMENT (this “Agreement”) is entered into as of ____________________________, 2021, by and between BOA Acquisition
Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and
Gomez Cayman SPV Limited, a Cayman Islands company (the “Shareholder”). Each of BOA, the Company and the Shareholder
are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).


 


RECITALS


 


WHEREAS,
it is intended that BOA, the Company and a subsidiary of the Company that is a Delaware corporation (“Merger Sub”),
shall enter into a Business Combination Agreement. An advanced draft of the proposed Business Combination Agreement is attached hereto
as Exhibit B (such draft as amended, supplemented or otherwise modified from time to time (x) in accordance with this
Agreement, and (y) (once entered into) in accordance with its terms and this Agreement, the “Business Combination Agreement”),
pursuant to which, among other things, Merger Sub will merge with and into BOA, with BOA as the surviving company in the merger and, as
a result of such merger, among other things, all of the issued and outstanding capital stock of BOA at the Effective Time shall be automatically
converted into the right to receive Company Ordinary Shares, in each case, on the terms and subject to the conditions set forth in the
Business Combination Agreement;


 


WHEREAS,
the Shareholder is the legal and beneficial owner of the number and class or series (as applicable) of Equity Securities of the Company
set forth on Schedule A hereto (together with any other Equity Securities of the Company that the Shareholder acquires legal or
beneficial ownership of after the date hereof, collectively, the “Subject Company Shares”);


 


WHEREAS,
in consideration for the benefits to be received by the Shareholder under the terms of the Business Combination Agreement and as a material
inducement to BOA and the Company to enter into and consummate the transactions contemplated by the Business Combination Agreement, the
Shareholder agrees to enter into this Agreement and to be bound by the agreements, covenants and obligations contained in this Agreement;
and


 


WHEREAS,
the Parties acknowledge and agree that neither BOA nor the Company would have entered into and agreed to consummate the transactions
contemplated by the Business Combination Agreement without the Shareholder entering into this Agreement and agreeing to be bound by the
agreements, covenants and obligations contained in this Agreement.




 


NOW,
THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 






    


     


    

 


AGREEMENT


 


1.            Company
Shareholder Approval and Related Matters.


 


(a)            As
promptly as reasonably practicable (and in any event within five (5) Business Days) following the date that the notice of the Company’s
general meeting is delivered by the Company, the Shareholder shall, and shall cause any other registered holder of the Subject Company
Shares to, duly execute and deliver to the Company and BOA, the voting proxy in substantially the form attached hereto as Exhibit A
in respect of all the Subject Company Shares. In addition, prior to the Termination Date (as defined herein), the Shareholder irrevocably
and unconditionally agrees that, at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned
or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent
of shareholders of the Company, the Shareholder shall, and shall cause any other registered holder of any of the Subject Company Shares
to vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Subject
Company Shares, in favor of all of the matters, actions and proposals contemplated by the Company Shareholder Resolutions set forth on
Exhibit A hereto. Without limiting the generality of the foregoing, prior to the earlier to occur of the Closing and the Termination
Date and subject to the other terms of this Agreement, (i) to the extent that it is necessary or advisable, for any matters, actions
or proposals to be approved by the Shareholder in connection with, or otherwise in furtherance of, the transactions contemplated by the
Business Combination Agreement and/or the Ancillary Documents, the Shareholder shall vote (or cause to be voted) the Subject Company Shares
in favor of and/or consent to any such matters, actions or proposals promptly following written request thereof from the Company (in each
case to the extent that such matters, actions or proposals are not adverse to the Shareholder), and (ii) the Shareholder shall vote
(or cause to be voted) the Subject Company Shares against and withhold consent with respect to (A) any Company Acquisition Proposal
or (B) any other matter, action or proposal that would, to the Shareholder’s knowledge based on publicly available information
or as advised by the Company in writing, reasonably be expected to result in (x) a breach of any of the Company’s covenants,
agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections
6.1 or 6.2 of the Business Combination Agreement not being satisfied; provided, however, that the Shareholder shall have no liability
under this Section 1(a) for voting in favor of a proposal that the Company has advised is not in violation of the Business Combination
Agreement.


 


For the purposes of this Agreement, (i) "adverse
to the Shareholder" means (A) adverse to its rights or economic position (as a Company Shareholder) as contemplated by the
Company Shareholders Agreement, this Agreement (including as provided in the Business Combination Agreement exhibited hereto and the consent
rights in Section 15), the Company Shareholders Agreement and the Investor Rights Agreement to which Shareholder becomes party,
in each case, as amended, modified or supplemented from time to time in accordance with the terms hereof or thereof (as applicable), and
the resolutions included in the Company Shareholder Resolutions, or (B) imposing or increasing obligations of Shareholder other than
as expressly contemplated by such agreement(s) as presented on the date hereof and amended, modified or supplemented in accordance
with this Agreement or (in the case of the Company Shareholders Agreement, in accordance with its terms, or by such resolutions; and (ii) “Investor
Rights Agreement” means the draft Investor Rights Agreement attached hereto as Exhibit C, as amended, supplemented or otherwise
modified from time to time in accordance with (x) this Agreement (including to conform with Section 2(g)) and, (y) (once
entered into) its terms and this Agreement.


 


(b)            Without
limiting any other rights or remedies of the Company, the Shareholder hereby irrevocably appoints the Company or any individual designated
by the Company as the Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for
and in the name, place and stead of the Shareholder, to attend on behalf of the Shareholder the general meeting or any meeting of the
Company Shareholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation
for purposes of establishing a quorum at any such meeting of the Company Shareholders, to vote (or cause to be voted) the Subject Company
Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with
any meeting of the Company Shareholders or any action by written consent by the Company Shareholders (including the Company Shareholder
Resolutions), in each case, in the event that (i) the Shareholder fails to perform or otherwise comply with the covenants, agreements
or obligations set forth in Section 1(a), (ii) any Proceeding is pending or threatened by or on behalf of the Shareholder
that challenges or could impair the enforceability or validation of the covenants, agreements or obligations set forth in this Agreement
or (iii) BOA and/or the Company notifies the Shareholder of its intent to exercise the proxy set forth in this Section 1(b).
For the avoidance of doubt, this does not prevent Shareholder from withdrawing or otherwise challenging the voting proxy if this Agreement
has terminated in accordance with its terms.


 






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(c)            The
proxy granted by the Shareholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an
irrevocable proxy and is granted in consideration for BOA and the Company entering into the Business Combination Agreement and agreeing
to consummate the transactions contemplated thereby. The proxy granted by the Shareholder pursuant to Section 1(b) is
also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Shareholder and
shall revoke any and all prior proxies granted by the Shareholder with respect to the Subject Company Shares. The vote or consent of the
proxyholder with respect to the matters described in Section 1(a) shall control in the event of any conflict between
such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Shareholder of the Subject Company
Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the
matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on
any matter except for those matters described in Section 1(a). For the avoidance of doubt, the proxy granted pursuant to Section 1(b) shall
terminate automatically with no further action required if this Agreement is terminated in accordance with its terms.


 


(d)            The
Company and BOA acknowledge and agree that the Company general meeting contemplated by Section 1(a) (or the solicitation of
written consents of the shareholders of the Company) shall be held (or sought) within thirty days after the date of the Business Combination
Agreement and otherwise in accordance with Section 5.9(b) of the Business Combination Agreement. Without limiting the generality
of the foregoing, the proxy contemplated by Section 1(b) shall not be effective for any general meeting of the Company’s
shareholders not in compliance with this Section 1(d).


 


(e)            The
Company and BOA acknowledge and agree that the voting proxy contemplated by this Section 1 shall not supersede or limit any
rights of the Shareholder, including the consent rights contemplated by this Agreement save, for the avoidance of doubt, that the Shareholder
may not exercise any such rights to take or omit to take any action the taking or omission of which by it is contrary to the express terms
of this Agreement.


 


2.            Other
Covenants and Agreements.


 


(a)            [Intentionally
deleted.]


 


(b)            The
Shareholder shall solely be bound by and subject to (i) Sections 5.3(a) (Confidentiality) and 5.4(a) (Public Announcements)
of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement,
as if the Shareholder is directly party thereto, and (ii) the first sentence of Section 5.6(a) (Exclusive Dealing) and
Section 8.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the Company,
as if the Shareholder is directly party thereto. The Shareholder shall not be subject to or bound by any other provision of the Business
Combination Agreement and shall have no responsibility for any breach or violation of or failure to comply with the provisions of the
Business Combination Agreement by any other Person.


 


(c)            The
Shareholder hereby agrees to promptly execute and deliver (including upon any written request from the Company) any and all additional
agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information
or other materials as may be necessary or advisable, in connection with, or otherwise in furtherance of, the consummation of the transactions
contemplated by the Business Combination Agreement or this Agreement (in each case to the extent that such agreements, documents or instruments
are not adverse to the Shareholder).


 






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(d)            The
Shareholder acknowledges and agrees that BOA and the Company is entering into the Business Combination Agreement in reliance upon the
Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements,
covenants and obligations contained in this Agreement, and but for the Shareholder entering into this Agreement and agreeing to be bound
by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, neither
BOA nor the Company would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement.


 


(e)            BOA
and the Company acknowledge and agree that the Shareholder is entering into this Agreement in reliance upon BOA and the Company entering
into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations
contained in this Agreement, and but for BOA and the Company entering into this Agreement and agreeing to be bound by, and perform, or
otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, the Shareholder would not
have entered into or agreed to consummate the transactions contemplated by this Agreement;


 


(f)            The
Company shall provide to the Shareholder a copy of the Business Combination Agreement, the Investor Rights Agreement, the Sponsor Letter
Agreement, the PIPE Subscription Agreements, the Transaction Support Agreements and the Amended and Restated Warrant Agreement (and each
amendment agreement thereto) (whether or not the Shareholder is a party) as soon as reasonably practical after the earlier of the Company
entering into the same or agreeing to a final form with BOA.


 


(g)            BOA
and the Company acknowledge and agree that, pursuant to the Investor Rights Agreement to be entered into with the Shareholder (amongst
others) prior to the Effective Time, the Shareholder shall:


 


(i)            be
subject to customary lock-up terms with respect to its Company Ordinary Shares including a post-Effective Time lock-up period not to exceed
12 months, subject to the exceptions from lock-up provided to Company Shareholders generally pursuant to the Investor Rights Agreement;
and


 


(ii)            receive
registration rights not less favourable than those afforded to any other Company Shareholder that is party to the Investor Rights Agreement;
and


 


in each case on terms to be further set out in
the Investor Rights Agreement that are consistent with the foregoing.


 


(h)            The
Company and BOA acknowledge and agree that Shareholder will have no support obligations in respect of the board of the Company (or elections
thereto) following the Effective Time.


 


(i)            The
Company agrees that, on the Effective Time and until the date on which the Shareholder has, directly or indirectly, has transferred or
otherwise disposed of such number of Company Ordinary Shares which amount to two-thirds of the number of Company Ordinary Shares it holds
as of the Effective Time, the Company shall expressly grant the Shareholder with the right to appoint an individual to attend any board
of director meeting of the Company (the "Observer") as an observer, subject to having the Observer sign a confidentiality agreement
with the Company on customary terms (which terms shall include, for the avoidance of doubt, restrictions on insider trading). Shareholder
may exercise its rights under this Section 2(i) unilaterally and any failure by the Shareholder to appoint the Observer or replace
such Observer which has been previously removed by the Shareholder, shall not be deemed as a waiver to Shareholder's right to appoint
an Observer.


 






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(j)            [Intentionally
deleted].


 


3.            Shareholder
Warranties. The Shareholder warrants to BOA and the Company as follows:


 


(a)            If
the Shareholder is an entity, such Shareholder is a corporation, limited liability company or other applicable business entity duly organized
or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect
to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation
or organization (as applicable).


 


(b)            If
the Shareholder is an entity, such Shareholder (i) has the requisite corporate, limited liability company or other similar power
and authority to execute and deliver this Agreement, to perform his, her or its covenants, agreements and obligations hereunder (including,
for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination
Agreement), and to consummate the transactions contemplated hereby, and (ii) the execution and delivery of this Agreement has been
duly authorized by all necessary corporate (or other similar) action on the part of the Shareholder. This Agreement has been duly and
validly executed and delivered by the Shareholder and constitutes a valid, legal and binding agreement of the Shareholder (assuming that
this Agreement is duly authorized, executed and delivered by BOA and the Company) enforceable against the Shareholder in accordance with
its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement
of creditors’ rights and subject to general principles of equity).


 


(c)            No
consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of
the Shareholder with respect to the Shareholder’s execution, delivery or performance of his, her or its covenants, agreements or
obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement
that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except
for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely
affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations
hereunder in any material respect.


 


(d)            None
of the execution or delivery of this Agreement by the Shareholder, the performance by the Shareholder of any of his, her or its covenants,
agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under
this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated
hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) if the Shareholder is an entity, result
in any breach of any provision of the Shareholder’s Governing Documents, (ii) result in a violation or breach of, or constitute
a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration
under, any of the terms, conditions or provisions of any Contract to which the Shareholder is a party, (iii) violate, or constitute
a breach under, any Order or applicable Law to which the Shareholder or any of his, her or its properties or assets are bound or (iv) result
in the creation of any Lien upon the Subject Company Shares, except, in the case of any of clauses (ii) and (iii) above,
as would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements
or obligations hereunder in any material respect.


 






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(e)            The
Shareholder is the registered legal and beneficial owner of the Subject Company Shares and has valid, good and marketable title to the
Subject Company Shares, free and clear of all Liens other than Liens arising by operation of securities laws and any other Liens that
would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements
or obligations hereunder in any material respect. Except for the Equity Securities of the Company set forth on Schedule A hereto,
together with any other Equity Securities of the Company that the Shareholder acquires legal or beneficial ownership of after the date
hereof, the Shareholder does not own, legally or beneficially, any Equity Securities of any Group Company or have the right to acquire
any Equity Securities of any Group Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable)
the Subject Company Shares and, except for this Agreement, the Business Combination Agreement and the Company Shareholders Agreement,
the Shareholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that could (either alone or
in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require
the Shareholder to Transfer any of the Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the
voting or Transfer of any of the Subject Company Shares.


 


(f)            There
is no Proceeding pending or, to the Shareholder’s knowledge, threatened against or involving the Shareholder or any of his, her
or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder
to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.


 


(g)            The
Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, warrants and agrees that (i) he,
she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment
concerning, the business, assets, condition, operations and prospects of, BOA, the Company and the transactions contemplated by this Agreement,
the Business Combination Agreement and the other Ancillary Documents and (ii) he, she or it has been furnished with or given access
to such documents and information about BOA, the Company and their respective businesses and operations as he, she or it and his, her
or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery
and performance of this Agreement or the other Ancillary Documents to which he, she or it is or will be a party and the transactions contemplated
hereby and thereby.


 


(h)            The
Shareholder is not insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other applicable insolvency
legislation. Nor has any step been taken in any applicable jurisdiction to initiate any process by or under which:


 


(i)            the
ability of the creditors of the Shareholder to take any action to enforce their debts is suspended, restricted or prevented, including
(without limitation) pursuant to a moratorium under Part A1 of the Insolvency Act 1986;


 


(ii)            one
or all of the creditors of the Shareholder accept, by agreement or in pursuance of a court order, an amount less than the sums owing to
them in satisfaction of those sums, or make any other compromise or arrangement with the Shareholder (including, without limitation a
restructuring plan under Part 26A of the Companies Act 2006), with a view to preventing the dissolution of the Shareholder; or


 


(iii)            a
person is appointed to manage the affairs, business and assets of the Shareholder on behalf of its creditors.


 






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(i)            In
entering into this Agreement and the other Ancillary Documents to which he, she or it is or will be a party, the Shareholder has relied
solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents
to which he, she or it is or will be a party and no other representations or warranties of BOA or the Company or any other Person, either
express or implied, and the Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges,
represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, the Business
Combination Agreement (but recognizing and acknowledging that the representations and warranties in the Business Combination Agreement
may be amended, modified or supplemented in accordance with this Agreement prior to the date that agreement is entered into by its parties)
or in the other Ancillary Documents to which he, she or it is or will be a party, none of BOA, the Company or any other Person makes or
has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination
Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby.


 


4.            Transfer
of Subject Securities. Except as expressly contemplated by the Business Combination Agreement or with the prior written consent of
BOA and the Company (such consent to be given or withheld in those Parties’ sole discretion), from and after the date hereof until
the earlier of the (i) Closing of the Business Combination Agreement or (ii) the termination of the Business Combination Agreement
(the “Termination Date”), the Shareholder agrees not to (a) Transfer any of the Subject Company Shares, other
than Transfers among Affiliates of the Shareholder in accordance with the terms of the Company Shareholders Agreement (provided any transferee
Affiliate executes a joinder agreeing to be bound by the terms of this Agreement prior to the Transfer being completed), (b) enter
into (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events,
developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer the Subject
Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Shares,
or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For
purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage,
exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration,
whether voluntarily or involuntarily or by operation of law or otherwise).


 


5.            Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, upon the earlier of (a) the Effective
Time and (b) the termination of the Business Combination Agreement in accordance with its terms. Upon termination of this Agreement
as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with
respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this
Agreement pursuant to Section 5 shall not affect any Liability on the part of any Party for a material breach of any covenant
or agreement set forth in this Agreement prior to such termination or actual fraud, (ii) Section 2(b)(i) (solely
to the extent that it relates to Section 5.3(a) (Confidentiality) of the Business Combination Agreement) and the warranties
set forth in Sections 3(g) and (h) shall each survive any termination of this Agreement, (iii) Section 2(b)(i) (solely
to the extent that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement) shall survive
the termination of this Agreement pursuant to Section 5(a), (iv), Section 2(b)(ii) (solely to the extent
that it relates to Section 8.18 (Trust Account Waiver) of the Business Combination Agreement) shall survive the termination of this
Agreement pursuant to Section 5(b), and (v) Section 2(h) shall survive the termination of this Agreement
pursuant to Section 5(a).


 


In addition, the Shareholder’s obligations
pursuant to this Agreement (together with the proxies contemplated hereby) shall automatically terminate, without any notice or other
action by any Party, upon the earlier of (x) such time as either BOA or the Company violate their respective obligations to the Shareholder
under this Agreement, (y) the Business Combination Agreement (or any provision of thereof) or any Ancillary Agreement (or any provision
of thereof) is amended, supplemented, modified or waived in any manner adverse to the Shareholder without the prior written consent of
the Shareholder (such consent not to be unreasonably withheld or delayed), (z) June 30, 2022, and (aa) if the signing of the
Business Combination Agreement with BOA by the Company and BOA is not publicly announced on or before 15 December 2021.


 






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6.            No
Recourse. This Agreement may only be enforced against, and any action for breach of this Agreement may only be made against,
the Parties, and without limiting the generality of the foregoing, none of the Representatives of any of BOA, the Company or the Shareholder
shall have any Liability arising out of or relating to this Agreement or the transactions contemplated hereby, including with respect
to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral warranties made
or alleged to be made in connection herewith, except as expressly provided herein.


 


7.            Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic
record of the sender that the email was sent to the intended recipient thereof without an “error” or similar message that
such email was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested)
(upon receipt thereof) to the other Parties as follows:


 


If to BOA, to:


 


BOA Acquisition Corporation


2600 Virginia Ave NW,


Suite T23 Management Office


Washington, D.C. 20037


		Attention:	Ben Friedman, CFO



		E-mail:	ben@friedmancap.com



 


with
a copy (which shall not constitute notice) to:


 


King & Spalding LLP

1700 Pennsylvania Avenue NW


Washington, DC 20006


		Attention:	Brian E. Ashin

Alan M. Noskow



		E-mail:	bashin@kslaw.com

anoskow@kslaw.com



 


If to the Company, to:


 


Selina
Holding Company, UK Societas

6th Floor, 2 London Wall Place

Barbican, London EC2Y 5AU


		Attention:	Jon Grech, General Counsel



		E-mail:	jon.grech@selina.com



 


with
a copy (which shall not constitute notice) to:


 


Morgan Lewis & Bockius UK LLP

Condor House, 5-10 St Paul’s Churchyard

London EC4M 8AL


		Attention:	Tomasz Wozniak



		E-mail:	tomasz.wozniak@morganlewis.com



 






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If to the Shareholder, to:


 


Colony LatAm Partners


Pedregal 24, 8th Floor - 801B,


Colonia Lomas de Virreyes


CDMX, México. 11020


 


		Attention:	Eduardo Cortina



Miguel Mestre


		Email:	ecortina@clny.com



		 	mmestre@clny.com



 


with
a copy (which shall not constitute notice) to:


 


Baker McKenzie


Pedregal 24, 8th Floor - 801B,


Colonia Lomas de Virreyes


CDMX, México. 11020


		Attention:	Lorenzo Ruiz de Velasco






		Email:	lorenzo.ruizdevelasco@bakermckenzie.com



 


or to such other address as the Party to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.


 


8.            Entire
Agreement. This Agreement, the Business Combination Agreement and documents referred to herein and therein constitute the entire agreement
of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both written
and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this Agreement.


 


9.            Amendments
and Waivers; Assignment Any provision of this Agreement may be (a) amended if, and only if, such amendment is in writing and
signed by the Shareholder, the Company and BOA and (b) waived if, and only if, such waiver is in writing and signed by the Party
against whom such waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other
right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by the Shareholder
without the prior written consent of BOA and the Company (to be withheld or given in their sole discretion). Any attempted assignment
of this Agreement not in accordance with the terms of this Section 11 shall be void.


 


10.            Fees
and Expenses. Except, in the case of BOA, as otherwise set forth in the Business Combination Agreement, all fees and expenses incurred
in connection with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial
advisors and accountants, shall be paid by the Party incurring such fees or expenses.


 






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11.            Remedies.
Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of
any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude
the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be
an adequate remedy, would occur in the event that either Party does not perform his, her or its respective obligations under the provisions
of this Agreement in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that each Party
shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without
proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that
it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to
the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is
not an appropriate remedy for any reason at law or equity.


 


12.            No
Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted
assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns,
any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed
or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.


 


13.            Miscellaneous.
Sections 8.1 (Non-Survival), 8.5 (Governing Law)], 8.7 (Construction; Interpretation), 8.10 (Severability), 8.11 (Counterparts; Electronic
Signatures), 8.15 (Waiver of Jury Trial) and 8.16 (Submission to Jurisdiction) of the Business Combination Agreement are incorporated
herein by reference and shall apply to this Agreement, mutatis mutandis.


 


14.            Interim
Notice. Neither the Company nor BOA shall, directly or indirectly, do any of the following without the prior written notice to Shareholder
at least one Business Days prior to taking action (or in the case of entering into the Business Combination Agreement, such other period
as may be specified in the notice of the general meeting referred to in Section 5.9(b) of the Business Combination Agreement):
(i) entering into the Business Combination Agreement or any Ancillary Agreement, or (ii) amending, supplementing, modifying,
waiving, granting any consent or making any election or determination that is material in the context of the Business Combination Agreement
or such Ancillary Agreement (as applicable).


 


15.            Interim
Consent Rights. Neither the Company nor BOA shall, directly or indirectly, do any of the following without the prior written consent
of Shareholder:


 


(a)            amending,
supplementing, modifying, waiving, granting any consent or making any election or determination under any provision of, the Business Combination
Agreement or any Ancillary Agreement adverse to the Shareholder; provided that the Shareholder shall not unreasonably withhold or delay
its consent to such action;


 


(b)            agreeing
(pursuant to the Business Combination Agreement, any Ancillary Agreement or otherwise) to (i) a (pre-money) value of less than $800,000,000
(eight hundred million US dollars) for the equity of the Company for purposes relating to the business combination contemplated by the
Business Combination Agreement or (ii) a cash condition (as described in Section 6.3(f) of the Business Combination Agreement
attached hereto) of less than $70 million;


 


(c)            permitting
the Company to have a governance structure immediately after the Effective Time other than consistent with the following:


 


(i)            seven
Company directors, of which seven:


 


(A)            the
Founders shall be two directors; and


 






    10


     


    

 


(B)            each
other director shall be an “independent director” in accordance with the criteria for independence established by Rule 10A-3
under the Securities Exchange Act of 1934, as amended and the rules of the NYSE applicable to members of the audit committee (the
 "Independent Directors"), regardless of who nominates such Independent Directors, of which;


 


(1)            BOA
shall nominate two of Jeff Citrin, Steve Rudnitsky, Jenny Abramson, Noam Bardin, Anthony Wanger and David Glazer to be Independent Directors;


 


(2)             Shareholder
shall nominate one Independent Director;


 


(3)            166
2nd LLC (as defined in the Company Shareholders Agreement) shall nominate one Independent Director; and


 


(4)            Company
Shareholder(s) other than Dekel Development Holding, S.A., Shareholder, the Colony Investors, the Additional Series C Investor
and the Designated Additional Series C Investor shall nominate the remaining Independent Director; and


 


(ii)            if
notified to the Company prior to BOA and the Company entering into the Business Combination Agreement, the respective nominees
shall be named in the Business Combination Agreement;


 


(d)            in
respect of the PIPE Financing:


 


(ii)            entering
into or consummating a PIPE Financing that provides for (or otherwise amending, modifying, supplements or waiving the terms of a PIPE
Financing the result of which would provide for):


 


(A)            the
Company to receive (or be deemed to receive), directly or indirectly (including through the merger involving BOA), whether prior to, on
or shortly following the Effective Time (or otherwise in connection with the transactions contemplated by the Business Combination Agreement)
aggregate cash proceeds from PIPE Investors of less than $70,000,000 or of more than $150,000,000; or


 


(B)            the
Company to receive (or be deemed to receive), directly or indirectly (including through the merger involving BOA), whether prior to or
on the Effective Time aggregate cash proceeds from issuing Company Ordinary Shares to PIPE Investors (the "Equity PIPE")
of less than $40,000,000; or


 


(C)            Company
Ordinary Shares to be issued in the Equity PIPE for less than $10 per Company Ordinary Share; or


 


(D)            the
Company to receive (or be deemed to receive), whether prior to or on the Effective Time aggregate cash proceeds from the issue of convertible
loan note instruments to PIPE Investors ("Convertible PIPE Instruments") more than twice the aggregate proceeds
to be received (or deemed to be received) by the Company from the Equity PIPE; or


 






    11


     


    

 


(E)            in
respect of Convertible PIPE Instruments:


 


(1)            the
term of the loan note (absent conversion or redemption) is less than four years from the date on which the convertible loan note instrument
is entered into; or


 


(2)            the
interest rate for PIK interest is greater than 8.5% per annum; or


 


(3)            the
interest rate for interest payable only in cash is greater than 6.5% per annum; or


 


(4)            (other
than pursuant to a re-set provision consistent with the immediately following clause (5)) the price per share at which Convertible PIPE
Instruments convert into Company Ordinary Shares (a "Conversion Price") is less than $10.50; or


 


(5)            providing
for a re-set of the Conversion Price earlier than two years after the date on which the convertible loan note instrument is entered into,
or a post-reset Conversion Price of less than $8; or


 


(iii)            entering
into or consummating a PIPE Financing other than on arm's length commercial terms;


 


(e)            taking
any action to consummate the transactions contemplated by the Business Combination Agreement if the PIPE Financing is less than $70 million
(including waiving condition described in Section 6.3(f) of the advance draft of the Business Combination Agreement attached
hereto other than in accordance with this Agreement);


 


(f)            taking
any action to consummate the transactions contemplated by the Business Combination Agreement if the terms of the transaction are not consistent
with the terms contemplated by this Agreement (including waiving condition described in Section 6.3(f) of the advance draft
of the Business Combination Agreement attached hereto other than in accordance with this Agreement).


 


For the avoidance of doubt, for purposes of this
Agreement prior written consent of the Shareholder may be given pursuant to this Agreement or (if Shareholder is party to such other agreement
referred to herein) such agreement (as applicable), including by way of Shareholder entering into an agreement to effect such amendment,
supplementation, modification or waiver.


 


[Signature page follows]


 






    12


     


    

 


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


 


	 	BOA ACQUISITION CORP.
	 	 
	 	 
	 	By:	           
	 	Name:
	 	Title:




 


[Signature
Page to Transaction Support Agreement]


 






    


     


    

 


	 	SELINA HOLDING COMPANY, UK SOCIETAS
	 	 
	 	 
	 	By:	            
	 	Name:
	 	Title:




 





[Signature
Page to Transaction Support Agreement]


 








    


     


    

 


	 	GOMEZ CAYMAN SPV LIMITED
	 	 
	 	 
	 	By:	          
	 	Name:
	 	Title:




 


[Signature
Page to Transaction Support Agreement]


 








    


     


    

 


SCHEDULE A


 


	Class/Series Securities	 	Number of Shares	 
	Company Series A Shares	 	 	95,374	 
	Company Series B Shares	 	 	1,577,391	 
	Company Series C Shares	 	 	47,680	 
	Company Series D Shares	 	 	-	 
	Company Ordinary Shares	 	 	-	 
	Other Company Equity Securities	 	 	-	 



 






    


     


    

 


SCHEDULE B


 


[Intentionally deleted.]


 






    


     


    

 


EXHIBIT A


 


Proxy


 


The form of proxy attached to the Circular containing Notice of Meetings
dated 16 August 2021, with such amendments as are required to give effect to the terms of this Agreement.


 






    


     


    

 


EXHIBIT B


 


Draft Business Combination Agreement


 






    


     


    

 


EXHIBIT C


 


Draft Investor Rights Agreement