REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2022 • Screaming Eagle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 5, 2022, is made and entered into by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), Eagle Equity Partners V, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 10th, 2022 • Screaming Eagle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 5, 2022 by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 10th, 2022 • Screaming Eagle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 5, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Eagle Equity Partners V, LLC, a Delaware limited liability company (the “Purchaser”).
Screaming Eagle Acquisition Corp. New York, NY 10075 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 10th, 2022 • Screaming Eagle Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment
Screaming Eagle Acquisition Corp. 75,000,000 Units Underwriting AgreementUnderwriting Agreement • January 10th, 2022 • Screaming Eagle Acquisition Corp. • Blank checks • New York
Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 75,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 11,250,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). If no other Underwriters are listed in Schedule I hereto, each of the terms Representatives and Underwriters used herein shall mean either the singular or plural as the context requires.
WARRANT AGREEMENT between SCREAMING EAGLE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of January 5, 2022Warrant Agreement • January 10th, 2022 • Screaming Eagle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 5, 2022, is by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
SCREAMING EAGLE ACQUISITION CORP. New York, NY, 10075Administrative Services and Indemnification Agreement • January 10th, 2022 • Screaming Eagle Acquisition Corp. • Blank checks • New York
This administrative services and indemnification agreement (this “Agreement”) is being entered into by and between Screaming Eagle Acquisition Corp. (the “Company”), Eagle Equity Partners V, LLC (the “Sponsor”) and Global Eagle Acquisition LLC, an affiliate of the Sponsor (“GEA”), as of the date hereof, to confirm our agreement that:
