SUBSCRIPTION AGREEMENTSubscription Agreement • May 11th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on May 11, 2021, by and between Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned subscriber (“Subscriber”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is made and entered into by and among [ ● ], a Delaware corporation (formerly known as Soaring Eagle Acquisition Corp., a Cayman Islands exempted company prior to its domestication as a Delaware corporation) (the “Company”), Eagle Equity Partners III, LLC, a Delaware limited liability company (the “Sponsor”), certain former holders of shares of capital stock of Ginkgo Bioworks, Inc., a Delaware corporation (“Ginkgo”), set forth on the signature pages hereto (such holders, the “Ginkgo Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
AGREEMENT AND PLAN OF MERGER by and among SOARING EAGLE ACQUISITION CORP., SEAC MERGER SUB INC., and GINKGO BIOWORKS, INC. dated as of May 11, 2021Agreement and Plan of Merger • May 11th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of May 11, 2021 (this “Agreement”), is made and entered into by and among Soaring Eagle Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (together with its successor, “Acquiror”), SEAC Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“Merger Sub”), and Ginkgo Bioworks, Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Certain terms used in this Agreement have the respective meanings ascribed to them in Section 1.1.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • May 11th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of May 11, 2021, is entered into by and among Soaring Eagle Acquisition Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), SEAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), and the stockholder of the Company (as defined below) set forth on the signature page hereto (the “Stockholder”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 11th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on May 11, 2021 by Eagle Equity Partners III, LLC, a Delaware limited liability company (the “Sponsor”), Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (together with its successor, “Acquiror”), Ginkgo Bioworks, Inc,, a Delaware corporation (the “Company”), and, solely with respect to Section 1.6(c), Section 1.10, Section 2.1(f) and Article III, the individuals identified on Schedule I hereto (the “Sponsor Principals”). Acquiror, the Sponsor, the Sponsor Principals and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Certain terms used in this Agreement have the applicable meanings ascribed to them in Section 3.1.
