Exhibit 10.9


 


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
Fondo Grupo Wiese Internacional, a private equity fund with Tax Number N° 20603788355, managed by CREUZA S.G. S.A.C., with its registered
office in Av. Mariscal José De la Mar 750, oficina 201, Miraflores, Lima, Peru. (the “Shareholder”). Each of
BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as
the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in
the Business Combination Agreement (defined below).


 


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”). For the avoidance of doubt, the Parties agree that
for the purposes of this Agreement, the term Subject Company Shares will exclude the Convertible Loan Notes, until such convertible instruments
become duly converted into Company’s shares, as applicable; such shares (once allotted and issued to the Investor) shall be 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 three (3) 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 expressly contemplated by Section 5.9(b) (Company Shareholder
Approvals) of the Business Combination Agreement, including, without limitation, all of the matters, actions and proposals contemplated
by the Company Shareholder Resolutions, as set forth in the Circular referenced in 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, in each case, as reasonably determined by the Company and to the extent also
required of each other Company Shareholder that has signed a Transaction Support Agreement, 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 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 nothing in this Agreement shall limit or
restrict the ability of the Shareholder to vote against any matter that is adverse to the Shareholder; provided, further, that the Shareholder
will not vote against or withhold consent to any matter that is expressly contemplated by the draft of the Business Combination Agreement
or the Investor Rights Agreement attached hereto.


 


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, the draft of the Business Combination Agreement attached hereto
as Exhibit B (and the Ancillary Documents in connection therewith, in the forms shared with the Shareholder to the date hereof),
the bylaws and statutes of the Company in the terms and conditions applicable as of the date hereof, the Investor Rights Agreement to
which Shareholder will become a party in the terms of the draft attached herein as Exhibit C, the resolutions included in the Company
Shareholder Resolutions (in the form referenced in Exhibit A hereto) (together all documents referred in this Section (A), the
 “Reviewed Documents”), in each case as amended, supplemented or otherwise modified from time to time in accordance
with the terms hereof or thereof (as applicable), and applicable Law, or (B) imposing or increasing obligations of Shareholder other
than as contemplated within the Reviewed Documents or by applicable Law. For the avoidance of doubt, the entry into of the Business Combination
Agreement and the Investor Rights Agreement (in each case to the extent such agreement complies with the terms of this Agreement) shall
not be considered to be adverse to the Shareholder; 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(f)) and, (y) (once entered into) its terms and this Agreement.


 






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(b)            Without
limiting any other rights or remedies of BOA or 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); or (ii) the Shareholder challenges (in Proceedings or otherwise),
directly or indirectly, the validity or enforceability of its covenants, agreements or obligations under Section 1(a), or
the voting proxy it executes in accordance with Section 1(a); or (iii) BOA and/or the Company notifies the Shareholder
of its intent to exercise the proxy set forth in this Section 1(b) (provided that such voting proxy may not be used to
vote the Company Shares in favour of matters, actions or proposals that are adverse to the Shareholder). 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, or the voting proxy has been or is being exercised in contravention of the terms and conditions contained herein.


 


(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), to the extent the proxyholder exercises the proxy in compliance with the terms and
conditions set forth 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.


 


2.            Other
Covenants and Agreements.


 


(a)            The
terms and conditions set forth in this Agreement do not require, and the execution of the Business Combination Agreement (or any of the
Ancillary Documents in connection therewith) shall not cause, the termination, amendment, or limit or restrict the scope, in any respect,
of any agreement entered into by and among the Company and the Shareholder or any of its Affiliates to the date hereof, and any such agreement
shall continue in effect as per their corresponding terms and conditions.


 


(b)            The
Shareholder shall 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; provided, however, that any amendment to such Sections as reflected in the draft of the Business Combination
attached hereto that is adverse to the Shareholder shall be previously approved by the Shareholder in order to be applicable to the Shareholder
(such approval not to be unreasonably withheld or delayed).


 






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(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 each case, as reasonably determined by the Company, 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 ).


 


(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)            The
Company shall provide to the Shareholder a copy of the Business Combination Agreement and the Investor Rights Agreement (and each amendment
agreement thereto) as soon as reasonably practical after the earlier of the Company entering into the same or agreeing to a final form
with BOA. The Parties agree that neither the Business Combination Agreement nor the Investor Rights Agreement (as attached at Exhibit B
and Exhibit C hereto) shall be entered into in a form that is in any respect adverse to the Shareholder without the prior written
consent of the Shareholder (such consent not to be unreasonably withheld or delayed).


 


(f)            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
180 days, subject to the exceptions from lock-up provided to Company Shareholders generally pursuant to the Investor Rights Agreement.
Any waivers of lock-up granted by the Company to any shareholders who, together with any person to whom a shareholder has transferred
shares after the date of this Agreement, hold, immediately upon the Effective Time, more than 1% and less than 5% of the issued share
capital in the Company shall be granted to the Shareholder in respect of its Company Ordinary Shares; and


 


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


 


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


 






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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, to the extent applicable to the Shareholder, 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.


 


(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. 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, the Company Shareholders Agreement and
the Convertible Loan Notes, 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.


 






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(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 its own behalf and on behalf of its Representatives, acknowledges, warrants and agrees that (i) it has conducted
its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition,
operations and prospects of the Company and the transactions contemplated by this Agreement and the Business Combination Agreement and
(ii) it has been furnished with or given access to such documents and information about the Company and their respective businesses
and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution,
delivery and performance of this Agreement to which it is or will be a party and the transactions contemplated hereby and thereby. For
the avoidance of doubt, it is expressly stated that the Shareholder has not received the final forms of the Business Combination Agreement
and the Investor Rights Agreement prior to the date hereof; however, the Parties have agreed that such agreements shall not be entered
into, or subsequently amended, in a form adverse to the Shareholder without the prior written consent of the Shareholder (such consent
not to be unreasonably withheld or delayed).


 


(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.


 


4.            Transfer
of Subject Securities. Except as expressly contemplated by the Business Combination Agreement or with the prior written consent the
Company (such consent to be given or withheld in those Parties’ sole discretion), from and after the date hereof until the earlier
of (i) the Closing of the Business Combination Agreement or (ii) the termination of the Business Combination Agreement (the
 “Termination Date”) or (iii) the termination of this Agreement, the Shareholder agrees not to (a) Transfer
any of the Subject Company Shares, other than Transfers among Permitted Transferees of the Shareholder in accordance with the terms of
the Company Shareholders Agreement (provided any Permitted 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).


 






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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) shall 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),
and (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).


 


In addition, the Shareholder’s
obligations pursuant to this Agreement (together with the proxies contemplated hereby) shall automatically terminate and the voting proxy
granted by the Shareholder pursuant to this Agreement shall be automatically revoked upon termination of this Agreement, without any notice
or other action by any Party, upon the earlier of (x) the Business Combination Agreement (or any provision of thereof) or the Investor
Rights Agreement (or any provision of thereof) is amended, supplemented, modified or waived or executed in any manner adverse to the Shareholder
without the prior written consent of the Shareholder (such consent not to be unreasonably withheld or delayed), (y) June 30,
2022, and (z) if the signing of the Business Combination Agreement with BOA by the Company and BOA is not publicly announced on or
before 31 December 2021. For the avoidance of doubt, for the purposes of this Agreement prior written consent of the Shareholder
may be given pursuant to this Agreement or (if the Shareholder is party to such other agreement) such agreement (as applicable), including
by way of Shareholder entering into an agreement to effect such amendment, supplementation, modification or waiver.


 


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.


 






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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


 


If to the Shareholder, to:


 


Fondo Grupo Wiese Internacional


Av. Canaval y Moreyra 522, Piso 16


San Isidro, Lima, Peru


	 	Attention:	Stefano Susffalich
	 	 	Franco Alberti
	 	 	Luis Mauricio Bulnes
	 	Email: 	ssusffalich@gwiese.com
	 	 	falberti@gwiese.com
	 	 	lbulnes@gwiese.com








 






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


 


Rebaza, Alcázar & De Las
Casas


Av. Víctor Andrés Belaúnde 147

Vía Principal 133, Piso 2


San Isidro, Lima, Peru


 


	 	Attention:	Luis Miguel Elias
	 	 	Rafael Lulli
	 	 	Josefina Arana
	 	Email:	luismiguel.elias@rebaza-alcazar.com
	 	 	rafael.lulli@rebaza-alcazar.com
	 	 	josefina.arana@rebaza-alcazar.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.


 


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.


 






    	 	9	 



     


    

 


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.


 


[Signature page follows]


 






    	 	10	 



     


    

 


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:


 






     


     


    

 


	 	FONDO GRUPO WIESE INTERNACIONAL
	 	 
	 	By:	             
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:



 


[Signature
Page to Transaction Support Agreement]


 






     


     


    

 


SCHEDULE A


 


	Class/Series Securities	Number of Shares
	Company Series A Shares	229,272
	Company Series B Shares	247,599
	Company Series C Shares	476,796
	Company Series D Shares	-
	Company Ordinary Shares	-
	Other Company Equity Securities	-


 


Shareholder also holds a Convertible Loan Note with a principal amount
of US$ 1,800,000.


 






     


     


    

 


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