EX-99.9 10 ex99-9.htm

 

Exhibit 99.9

 

EXECUTION VERSION

 

FUTURE FUNDING LETTER

 

AGREEMENT BETWEEN

 

(1) SELINA HOSPITALITY PLC a public limited company organized under the laws of England and Wales with company number 13931732 (the “Issuer”);
   
(2) OSPREY INTERNATIONAL LIMITED registered in Cyprus with number HE385659 (“Osprey”); and
   
(3) Each Investor listed on Annex A hereto (each a “Noteholder Investor” and collectively, the “Noteholder Investors”).

 

RECITALS

 

(A) WHEREAS the Issuer and Osprey (as Lender) and others entered into a secured convertible promissory note dated as of June 26, 2023 (the “June Note”) and a secured convertible note instrument dated as of July 31, 2023 (the “July Note”), which are being amended on the date hereof as part of a wider restructuring of the Issuer’s indebtedness under the Indenture, dated as of October 27, 2022 (the “Indenture”), in respect of $147.5 million principal amount of the Issuer’s 6.00% Convertible Senior Notes due 2026 (the “Old Notes”), to be exchanged in part for new 6.00% Senior Secured Notes due 2029 of the Issuer (the “New Notes”), and a new financing transaction whereby Osprey has agreed to purchase $16.0 million of the Issuer’s ordinary shares, having a nominal value of $0.005064 per share (the “Ordinary Shares”), for a per share purchase price of $0.20 and private warrants with an exercise price of $0.01 per share pursuant to a subscription agreement, dated the date hereof (the “16MM Subscription Agreement”) and to purchase a further $12.0 million of Ordinary Shares at a price per share of $0.20 over the next 12 months pursuant to a separate subscription agreement, dated the date hereof (the debt restructuring and new financing transactions collectively, the “Transactions”).

 

(B) WHEREAS Osprey is (a) contemplating investing up to an additional $20.0 million in Ordinary Shares (the “Additional Shares”) pursuant to the terms and conditions of this Agreement, and (b) understands and agrees that the Noteholder Investors will have a right of participation on a pro rata basis to participate in the purchase of any Additional Shares pursuant to the terms and conditions of this Agreement, as further described below.

 

(C) WHEREAS the parties hereto agreed that the Issuer shall raise an additional $10,000,000 in equity investment at a price of approximately $0.073 per Ordinary Share, which investment may consist of direct investments by new investors pursuant to subscription agreements with the Issuer (the Ordinary Shares issued collectively, the “New Equity”), with such investment requirement to be reduced by certain arrangements that were agreed with Inter-American Investment Corporation (“IDB”) in connection with its $50,000,000 loan facility, dated November 20, 2020, among IDB and certain subsidiaries of the Issuer (the investment requirement as so reduced, the “Liquidity Requirement”). As of the date hereof, subscription agreements for New Equity in the amount of $7,525,000 have been agreed.

 

(D) WHEREAS the parties hereto agree that following the date of the Transactions the Issuer intends to raise up to $20,000,000 in equity financing from existing shareholders and/or third parties as contemplated herein, such amount to be reduced by the New Equity.

 

 
 

 

(E) NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows.

 

  1. Equity Investment Option

 

1.1 From the date hereof for a period of 12 months (the “Option Period”), Osprey shall have the option but not the obligation (such option, the “Option”), subject to the provisions of Section 2 hereof and the Issuer obtaining the Shareholder Approval (as defined below), to purchase up to a maximum of $20.0 million of Ordinary Shares at a per share purchase price of $0.10 pursuant to one or more subscription agreements to be entered into on terms substantially similar in form to the $16MM Subscription Agreement. The Option may be exercised during the Option Period by Osprey in minimum instalments of US$1,000,000 by sending a written exercise notice to the Issuer (each an “Exercise Notice”) specifying that it wishes to exercise the Option hereunder and specifying the proposed amount to be invested and the proposed purchase date for the Additional Shares subject to such Exercise Notice, provided the proposed purchase date shall be no later than 30 business days after the date of the Exercise Notice, subject to the receipt by the Issuer of the Shareholder Approval (as defined below).
   
1.2 For purposes of this Agreement, “business day” shall mean a day, other than a Saturday or Sunday, on which commercial banks in both New York, New York and London, United Kingdom are open for the general transaction of business.
   
1.3 In connection with each purchase of Additional Shares, Osprey and the Issuer agree to enter into a subscription agreement substantially in the form of the $16MM Subscription Agreement with any modifications as Osprey and the Issuer may mutually agree, in each case, within 20 Business Days of the date of the Exercise Notice.

 

  2. Rights to Participate in Purchases of Additional Shares

 

2.1 Subject to the terms and conditions of this Section 2 and applicable securities laws, if Osprey exercises its option to purchase Additional Shares pursuant to the Option, each Noteholder Investor shall have the option to purchase its proportionate share of such Additional Shares (as determined pursuant to Section 2.3). Each Noteholder Investor shall be entitled to apportion the right of participation hereby granted to it in such proportions as it deems appropriate, among itself, and its affiliates.
   
2.2 The Company shall give notice (the “Participation Opportunity Notice”) to each Noteholder Investor within 5 business days of receiving an Exercise Notice from Osprey, specifying (i) the proposed amount to be invested and the proposed purchase date stated in the Exercise Notice, and (ii) the aggregate number of Additional Shares available to be purchased by the Noteholder Investors pursuant to this Agreement.
   
2.3 By notification to the Company within 10 days after the Participation Opportunity Notice is given, each Noteholder Investor may elect to purchase, at the same price and on the same terms as Osprey pursuant to this Agreement and the applicable subscription agreement agreed pursuant to Section 1.2, up to that portion of the Additional Shares subject to the applicable Exercise Notice which equals the proportion that the Ordinary Shares then held by such Noteholder Investor bears to the total Ordinary Shares then held by Osprey (and its affiliates, taken together) and all the Noteholder Investors. Each Noteholder Investor that exercises its option to purchase Additional Shares pursuant to this Section 2.3 shall be required to execute the applicable subscription agreement agreed between Osprey and the Issuer pursuant to Section 1.2. The closing of any sale pursuant to this Section 2.3 shall occur at the same time as the closing of the sale of the Additional Shares to Osprey covered by the applicable Exercise Notice.
   
2.4 To the extent that Noteholder Investors exercise their option to purchase Additional Shares pursuant to Section 2.3, the number of Additional Shares to be purchased by Osprey shall be reduced by an amount equal to the aggregate number of Additional Shares to be purchased by all exercising Noteholder Investors. Any Additional Shares not elected to be purchased by Noteholder Investors pursuant to Section 2.3 shall be purchased by Osprey pursuant to the terms of the applicable subscription agreement.

 

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2.5 The right of participation set forth in this Section 2 shall terminate with respect to any Noteholder Investor who fails to purchase, in any transaction subject to this Section 2, all of such Noteholder Investor’s proportionate amount of Additional Shares available to such Noteholder Investor pursuant to Section 2.3. Following any such termination, such Noteholder Investor shall no longer have any rights to participate in the purchase of Additional Shares pursuant to this Section 2.1.
   
2.6 The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the termination of the rights of Osprey to purchase Additional Shares pursuant to this Agreement.

 

  3. Additional Shareholder Equity Funding

 

3.1 For a period of fifteen (15) days from the date of the Transactions (or such longer period as Osprey may agree (in its sole discretion), the Issuer shall have the right, but not the obligation, to raise additional equity investments of up to $20,000,000, such amount to be reduced on a dollar-for-dollar basis, by the amount of the New Equity (as so reduced, the “Maximum New Money Amount”) by offering new Ordinary Shares via private placement transactions to (i) investors that are shareholders of the Issuer following the consummation of the Transactions or (ii) any other investor approved by Osprey in writing (in its reasonable discretion), at a per share purchase price of approximately $0.073, pursuant to one or more subscription agreements to be entered into with such investors (the “New Money Shares”) by the date that is 15 days from the date hereof. The completion of the subscriptions for the New Money Shares will be subject to the receipt by the Issuer of the Shareholder Approval (as defined below), and the subscription agreements will require that funding has to take place within five (5) Business Days of having obtained such Shareholder Approval.

 

  4. Notices

 

Any notice under this Agreement shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, to such address(es) or email address(es) and for the attention of the individual set out opposite the relevant party’s name in the table below. Any notice given under this Agreement shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) business days after the date of mailing to the address below or to such other address or addresses as the relevant party may hereafter designate by written notice to the other parties hereto. A party may change its notice details below upon 10 business day’s prior written notice to all of the other parties.

 

party name and contact   Address   Email
         
The Issuer  

c/o Selina Hospitality PLC

  companysecretary@selina.com
         
    27 Old Gloucester Street London WC1N 3AX    
         
Osprey     9E Foti Pitta Street, 1065, Nicosia, Cyprus   giorgos.georgiou@osprey-investments.com
         
Noteholder Investors   See Annex A   See Annex A

 

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  5. Miscellaneous

 

5.1 Any calculations made pursuant to this Agreement shall be made without double counting and, in the absence of manifest error and so long as Osprey and/or the Issuer’s calculations are consistent with the provisions of this Agreement, shall be conclusive evidence of the matters to which it relates.
   
5.2 If any provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.
   
5.3 The parties agree that the exercise of the Option and issuance of the Additional Shares and the issuance of the of the New Money Shares shall be subject to the Issuer obtaining shareholder approval for the issuance of such shares on a non-preemptive basis (“Shareholder Approval”). The Issuer shall use its best efforts to convene a general meeting of shareholders in order to obtain the Shareholder Approval no later than April 30, 2024 and to obtain at such meeting approval for the issuance of the Additional Shares and New Money Shares, among other things.
   
5.4 This Agreement may only be amended in writing with the consent of the parties. Section, clause and schedule headings are for ease of reference only; the singular includes the plural; and one gender includes all genders.
   
5.5 This Agreement may be executed in one or more counterparts (including, without limitation, by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.
   
5.6 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS (INCLUDING ANY ACTION, SUIT, LITIGATION, ARBITRATION, MEDIATION, CLAIM, CHARGE, COMPLAINT, INQUIRY, PROCEEDING, HEARING, AUDIT, INVESTIGATION OR REVIEWS BY OR BEFORE ANY GOVERNMENTAL ENTITY RELATED HERETO), INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, AND THE UNITED STATES DISTRICT COURT, LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN THIS SECTION 4.6 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 4.6.

 

5.7 Neither this Agreement nor any rights that may accrue to Osprey or any Noteholder Investor hereunder may be transferred or assigned without the prior written consent of the Issuer.
   
5.8 This Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as expressly set forth herein, this Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns, and the parties hereto acknowledge that any such persons so referenced are third party beneficiaries of this Agreement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions.

 

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IN WITNESS whereof this Agreement has been duly executed and delivered as of the date first above written.

 

Selina Hospitality PLC  
     
By: /s/ RAFAEL MUSERI  

 

Print name: Rafael Museri  

 

Title: CEO  
     
Date: 25 January 2025  

 

 
 

 

IN WITNESS whereof this Agreement has been duly executed and delivered as of the date first above written.

 

Osprey International Limited  
     
By: /s/ GIORGOS GEORGIOU  

 

Print name: Giorgos Georgiou  

 

Title: Director  
     
Date: 25 January 2024  

 

Address:    

 

 
 

 

Shaked Partners Fund, LP  
     
By: /s/ SHAKED PARTNERS FUND LP  

 

Print name: Uri Rubin and Anat Hollander  

 

Title: Authorized Signatories  
     
Date: 25 January 2024  

 

Address:    

 

 
 

 

Myriad Macro Master Fund Limited  
     
By: /s/ ERIC CHANG  

 

Print name: Eric Chang  

 

Title: Authorized Signatory  
     
Date: 25 January 2024  

 

Address:    

 

 
 

 

LMR CCSA Master Fund Limited  
     
By: /s/ ALLYSON HANLON  

 

Print name: Allyson Hanlon  

 

Title: VP, Legal Counsel VP, LMR Partners LLC, acting in its capacity as investment adviser to LMR Partners CCSA Master Fund Limited
     
Date: 25 January 2024  

 

Address    

 

 
 

 

CIBANCO, S.A. I.B.M.,
Solely As Trustee Under Trust Agreement No. F/1900
 
     
By: /s/ ALONSO ROJAS DINGLER  
  /s/ MONSERRAT URIARTE CARLÍN  

 

Print name: ALONSO ROJAS DINGLER AND MONSERRAT URIARTE CARLÍN

 

Title: Trustee Delegates  
     
Date: 25 January 2024  

 

Address    

 

 
 

 

Millais Limited  
     
By: /s/ JON BURWICK  

 

Print name: Jon Burwick  

 

Title: Legal Counsel of its sub-investment manager  
     
Date: 25 January 2024  

 

Address    

 

 
 

 

DCIG Capital Master Fund LP  
     
By: /s/ CHRIS WALSH  

 

Print name: Chris Walsh  

 

Title: COO of the Investment Manager
Deepcurrents Investment Group LLC
 
     
Date: 25 January 2024  

 

Address    

 

 
 

 

Verition Multi Strategy Master Fund Ltd  
     
By: /s/ WILLIAM ANDERSON  

 

Print name: William Anderson  

 

Title: Authorized Signatory  
     
Date: 25 January 2024  

 

Address    

 

 
 

 

Sakaana Partners LP  
     
By: /s/ MAYANK PATEL  

 

Print name: Mayank Patel  

 

Title: Member & COO of the General Partner  
     
Date: 25 January 2024  

 

Address:    

 

 
 

 

PCT Partners LLC  
By Eagle Point Credit Management LLC., its advisor  
     
By: /s/ TAYLOR PINE  

 

Print name: Taylor Pine  

 

Title: Principal  
     
Date: 25 January 2024  

 

Address:    

 

 
 

 

Eagle Point Core Income Fund LP  
By Eagle Point Credit Management LLC., its advisor  
     
By: /s/ TAYLOR PINE  

 

Print name: Taylor Pine  

 

Title: Principal  
     
Date: 25 January 2024  

 

Address:    

 

 
 

 

Guines LLC  
     
By: /s/ LAURA ROCHE  

 

Print name: Laura Roche  

 

Title: COO/CFO Roystone Capital Management LP, its Investment Manager
     
Date: 25 January 2024  

 

Address:    

 

 
 

 

Empery Debt Opportunity Fund LP  
By: Empery Asset Management, LP, its authorized agent  
     
By: /s/ BRETT DIRECTOR  

 

Print name: Brett Director  

 

Title: General Counsel  
     
Date: 25 January 2024  

 

Address:    

 

 
 

 

Empery Asset Master Ltd  
By: Empery Asset Management, LP, its authorized agent  
     
By: /s/ BRETT DIRECTOR  

 

Print name: Brett Director  

 

Title: General Counsel  
     
Date: 25 January 2024  

 

Address:    

 

 
 

 

Empery Tax Efficient, LP  
By: Empery Asset Management, LP, its authorized agent  
     
By: /s/ BRETT DIRECTOR  

 

Print name: Brett Director  

 

Title: General Counsel  
     
Date: 25 January 2024  

 

Address    

 

 
 

 

Oppenheimer & Co. Inc  
     
By: /s/ ERIC SCROGGINS  

 

Print name: Eric Scroggins  

 

Title: Co-Head Managing Director  
     
Date: 25 January 2024  

 

Address:    

 

 
 

 

Annex A – Noteholder Investors

 

 

Name

  Jurisdiction of incorporation   Registration number or equivalent   Contact details
             
Saba Capital Income & Opportunities Fund   Massachusetts Trust   95-6874587  

Address: 405 Lexington Avenue 58th floor

New York NY, 100174

Email: operations@sabacapital.com

Contact: Operations Team

             
Saba Capital Master Fund   Cayman Islands   98-062-5567  

Address: c/o Walkers Corporate Limited

George Town Grand Cayman KY1-9008

Cayman Islands

Email: operations@sabacapital.com

Contact: Operations Team

             
CIBanco SA Trustee F1900   Mexico   DBM150929NS0 (Tax ID)  

Address: Pedregal 24, Floor 8

Col. Molino Del Rey

Del. Migueal Hidalgo

11040 Mexico City, Mexico

Email: eduardo.cortina@southlightcapital.com

Contact: Eduardo Cortina

             
Shaked Partners Fund, LP   Cayman Islands   500453154  

Address: Ariel Sharon 4

Givatayim, 5344730, Israel

Email: anat@shakedp.co.il

Contact: Anat Hollander

             
Myriad Macro Master Fund Limited   Cayman Islands   98-1703257  

Address: 309 Ugland House

Grand Cayman, KY1-1104,

Cayman Islands

Email: eric.chang@myriadasset.com

Contact: Eric Chang

             
LMR Multi-Strategy Master Fund Limited   Cayman Islands   MC-232296  

Address: c/o LMR Partners LLP,

9th Floor, Devonshire House

1 Mayfair Place,

London, W1J 8AJ

United Kingdom

Email: Ops@lmrpartners.com;

Legal@lmrpartners.com; ccsa@lmrpartners.com

Contact: Joe Merrow

 

 
 

 

Name

  Jurisdiction of incorporation   Registration number or equivalent   Contact details
             
LMR CCSA Master Fund Limited   Cayman Islands   MC-366030  

Address: c/o LMR Partners LLP,

9th Floor, Devonshire House

1 Mayfair Place,

London, W1J 8AJ

United Kingdom

Email: Ops@lmrpartners.com;

Legal@lmrpartners.com; ccsa@lmrpartners.com

Contact: Joe Merrow

             
Guines LLC   Delaware   84-7013970  

Address: 767 Third Avenue, 29th Floor

New York, NY 10017

Email: rbarrera@roystonecapital.com;

operations@roystonecapital.com

Contact: Rich Barrera; Operations

             
Skaana Partners, LP   Delaware   85-3958442  

Address: 921 President Street

Brooklyn NY 11215

Email: mpatel@skaana.us

Contact: Mayank Patel

             
Empery Tax Efficient, LP   Delaware   38-3922633  

Address: c/o Empery Asset Management, LP,

its authorized agent,

One Rockefeller Plaza, Suite 1205

New York, NY 10020

Email: notices@emperyam.com

Contact: Ryan Lane

             
Empery Asset Master, LTD   Cayman Islands   98-0571318  

Address: c/o Empery Asset Management, LP,

its authorized agent,

One Rockefeller Plaza, Suite 1205

New York, NY 10020

Email: notices@emperyam.com

Contact: Ryan Lane

             
Empery Debt Opportunity Fund, LP   Delaware   83-3945137  

Address: c/o Empery Asset Management, LP,

its authorized agent,

One Rockefeller Plaza, Suite 1205

New York, NY 10020

Email: notices@emperyam.com

Contact: Ryan Lane

             
Oppenheimer & Co. Inc.   New York   13-5657518  

Address: 85 Broad Street

New York, NY 10004

Email: Eric.Scroggins@opco.com

Contact: Eric Scroggins

 

 
 

 

Name

  Jurisdiction of incorporation   Registration number or equivalent   Contact details
             
PCT Partners LLC   Delaware   51-0412836  

Address: 20 Montchanin Road, Ste. 2000

Wilmington, DE 19807

Email: EPOperations@eaglepointcredit.com; Legal@eaglepointcredit.com

Contact: Operations

             
Eagle Point Core Income Fund LP   Connecticut   98-1610914  

Address: 600 Steamboat Road, Suite 202

Greenwich, CT 06830

Email: EPOperations@eaglepointcredit.com; Legal@eaglepointcredit.com

Contact: Operations

             
Altium Growth Fund, LP   Delaware   822105101  

Address: 152 W 57th Street, Floor 20

New York, NY 10019

Email: operations@altiumcap.com

Contact: Mark Gottlieb

             
DCIG Capital Master Fund, LP   USA   84-361383  

Address: 546 Fifth Ave, 20th Floor

New York, NY 10036

Email: jmangano@deepcurrentsinvestment.com

Contact: Jesse Mangano

             
Verition Multi Strategy Master Fund LTD   USA   84-361383  

Address: 1 American Lane

Greenwich, CT 06831

Email: jmangano@deepcurrentsinvestment.com

Contact: Jesse Mangano

             
Millais Limited   Cayman Islands   98-1407261  

Address: 767 5th Avenue 9th Floor

New York, NY 10153

Email: ethan.abraham@millais.com

Contact: Ethan Abraham