INDEMNITY AGREEMENTIndemnification Agreement • February 11th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2021, is made and entered into by and among Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), Eagle Equity Partners III, 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”).
GINKGO BIOWORKS HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 4th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________ __, 202_ between Ginkgo Bioworks Holdings, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 11th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Eagle Equity Partners III, LLC, a Delaware limited liability company (the “Purchaser”).
Ginkgo Bioworks Holdings, Inc. Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • November 18th, 2022 • Ginkgo Bioworks Holdings, Inc. • Biological products, (no disgnostic substances) • New York
Ginkgo Bioworks Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 41,383,877 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 6,207,581 additional shares (the “Optional Shares”) of Class A common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Soaring Eagle Acquisition Corp. New York, NY 10075 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 26th, 2021 • Soaring 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 Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 172,500,000 of the Company’s units (including up to 22,500,000 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-fifth 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 as described in the Prospectus (as d
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 26th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 23, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Eagle Equity Partners III, LLC, a Delaware limited liability company (the “Purchaser”).
Spinning Eagle Acquisition Corp. Los Angeles, CA 90067Securities Subscription Agreement • January 4th, 2021 • Spinning Eagle Acquisition Corp. • Blank checks • New York
Spinning Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Eagle Equity Partners III, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 43,125,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 5,625,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
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”).
Soaring Eagle Acquisition Corp. 150,000,000 Units Underwriting AgreementUnderwriting Agreement • February 26th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
Soaring 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 150,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 22,500,000 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.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 11th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, by and between Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•], a [•] (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2021 • Ginkgo Bioworks Holdings, Inc. • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 16, 2021, is made and entered into by and among Ginkgo Bioworks Holdings, Inc., 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 11th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
GINKGO BIOWORKS, INC. Restricted Stock Agreement Granted Under 2014 Stock Incentive PlanRestricted Stock Agreement • June 28th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 23, 2021 by and between Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 26th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 23, 2021, is by and between Soaring 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”).
July 24, 2022 GINKGO BIOWORKS HOLDINGS, INC. PEPPER MERGER SUBSIDIARY INC. ZYMERGEN INC. AGREEMENT AND PLAN OF MERGERMerger Agreement • July 25th, 2022 • Ginkgo Bioworks Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 24, 2022, by and among Ginkgo Bioworks Holdings, Inc., a Delaware corporation (“Parent”), Pepper Merger Subsidiary Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and Zymergen Inc., a Delaware public benefit corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I or elsewhere in this Agreement.
VOTING AGREEMENTVoting Agreement • July 25th, 2022 • Ginkgo Bioworks Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
This Voting Agreement (this “Agreement”), dated as of July 24, 2022, is made and entered into by and among Ginkgo Bioworks Holdings, Inc., a Delaware corporation (“Parent”), and the stockholders of Zymergen Inc., a Delaware public benefit corporation (the “Company”), identified on Exhibit A (each, a “Stockholder” and collectively, the “Stockholders”). Parent and each Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 22nd, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2021, by and between Soaring Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•], each account advised by [●] (the “Adviser”) and listed on a Schedule to be provided prior to the Forward Closing (as defined below) (each, severally but not jointly a “Purchaser”; collectively herein, the “Purchasers”).
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, 2021Merger Agreement • 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.
SOARING EAGLE ACQUISITION CORP. Los Angeles, CA 90067Administrative Services Agreement • February 11th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Soaring Eagle Acquisition Corp. (the “Company”), Eagle Equity Partners II, LLC (the “Sponsor”) and Global Eagle Acquisition LLC, an affiliate of the Sponsor (“GEA”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
COLLABORATION AGREEMENTCollaboration Agreement • June 28th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
This COLLABORATION AGREEMENT (this “Agreement”), effective as of September 13th, 2019 (“Effective Date”), is between Ginkgo Bioworks, Inc., a Delaware corporation with offices located at 27 Drydock Avenue, 8th floor, Boston, Massachusetts 02210 (“Ginkgo”), and Berkeley Lights, Inc., a Delaware corporation with offices located at 5858 Horton Street, Suite 320, Emeryville, California 94608 (“BLI”). Ginkgo and BLI may each be referred to herein as a “Party” or, collectively, as the “Parties.”
SECOND AMENDMENT TO LEASELease Agreement • June 28th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances) • Massachusetts
Whereas, Landlord and Tenant did enter into, execute and deliver that certain Lease Agreement dated as of December 22, 2011, as affected by Commencement Date Agreement dated January 31, 2012 and amended by a First Amendment to Lease dated April , 2012, (as so amended, the “Lease”) with respect to a certain leasehold premises more particularly described in said Lease; and
FIFTEENTH AMENDMENT (“FIFTEENTH AMENDMENT”) Execution Date: August 9, 2023Lease Agreement • February 29th, 2024 • Ginkgo Bioworks Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
WHEREAS, Tenant and Landlord desire to (i) memorialize the occurrence of the 6W Commencement Date; (ii) provide that Tenant will perform any required installations and improvements in the 6W Premises at Tenant’s cost and expense, subject to Landlord’s obligation to provide the Landlord’s 6W Contribution; and (iii) amend certain other provisions of the Lease, all upon the terms and conditions hereinafter set forth.
STORAGE SPACE LICENSE AGREEMENTStorage Space License Agreement • June 28th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances)
THIS STORAGE SPACE LICENSE AGREEMENT (this “Agreement”) is made this 1st day of July, 2020, by and between JAMESTOWN 21-23-25 DRYDOCK, L.P., a Delaware limited partnership (“Licensor”) and GINKGO BIOWORKS, INC., a Delaware Corporation (“Licensee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 4th, 2021 • Spinning Eagle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Spinning Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Boston, Massachusetts (the “Building”) TWELFTH AMENDMENT (“TWELFTH AMENDMENT”) Execution Date: January 13, 2021Lease Amendment • June 28th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances) • Massachusetts
WHEREAS, Tenant and Landlord desire to (i) expand the Premises to include the Sixteenth Expansion Premises, (ii) terminate the Lease with respect to the Give-Back Premises, (iii) provide for Tenant’s potential leasing of the Must-Take Premises; and (iv) amend certain other provisions of the Lease, all upon the terms and conditions hereinafter set forth.
SUPPLY AGREEMENTSupply Agreement • June 28th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances)
This Supply Agreement (this “Agreement”) is entered into as of March 2, 2018, but is effective as of March 1, 2018 (the “Effective Date”), by and between Twist Bioscience Corporation, a Delaware corporation with offices at 455 Mission Bay Blvd South, San Francisco, CA 94158 (“Twist”), and Ginkgo Bioworks, Inc., a Delaware corporation with offices at 27 Drydock Avenue, 8th Floor, Boston, Massachusetts 02210 (“Customer”).
FOURTH AMENDMENT TO LEASELease Agreement • June 28th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances) • Massachusetts
Whereas, Landlord and Tenant did enter into, execute and deliver that certain Lease Agreement dated as of December 22, 2011, as affected by Commencement Date Agreement dated January 31, 2012 and amended by First Amendment to Lease dated April 2012 with respect to a certain leasehold premises more particularly described in said Lease; and
LEASE JAMESTOWN 21-23-25 DRYDOCK, L.P. a Delaware Limited Partnership Landlord and GINKGO BIOWORKS, INC., a Delaware corporation Tenant for The Innovation and Design Building Premises located on the Eighth Floor of the Bronstein Building 23 and 25...Lease Agreement • June 28th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances) • Massachusetts
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of March 18, 2016 (the “Effective Date”), by and between JAMESTOWN 21-23-25 DRYDOCK, L.P., a Delaware limited partnership (“Landlord”), whose address is c/o Jamestown, Ponce City Market, 675 Ponce de Leon Avenue, NE, 7th Floor, Atlanta, Georgia 30308 and GINKGO BIOWORKS, INC., a Delaware corporation (“Tenant”), whose address is 27 Drydock Avenue, Floor 8, Boston, Massachusetts 02210. The terms set forth herein shall have the respective meanings set forth for the same in Articles I and IX of this Lease.
Ginkgo BioWorks, Inc. Restricted Stock Unit Agreement Granted Under 2014 Stock Incentive PlanRestricted Stock Unit Agreement • June 28th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances)
LEASE AGREEMENT BETWEEN ZOOM GROUP LLC, AS LANDLORD, AND GINKGO BIOWORKS, INC., AS TENANT DATED DECEMBER 22, 2011Lease Agreement • June 28th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is entered into as of December , 2011, by ZOOM GROUP LLC, a Massachusetts limited liability company (“Landlord”), and GINKGO BIOWORKS, INC., a Delaware corporation (“Tenant”).
GINKGO BIOWORKS, INC. FOUNDER EQUITY GRANT AGREEMENTFounder Equity Grant Agreement • August 4th, 2021 • Soaring Eagle Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
This Founder Equity Grant Agreement (this “Agreement”) is entered into as of January 1, 2020, by and between Ginkgo Bioworks, Inc. (the “Company”) and [____] (“Founder”). The Company and Founder are each referred to herein as a “Party,” and collectively referred to herein as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement have the meanings given to them in the Company’s 2014 Stock Incentive Plan (the “2014 Plan”).
SOARING EAGLE ACQUISITION CORP. New York, NY, 10075Administrative Services Agreement • February 26th, 2021 • Soaring Eagle Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Soaring Eagle Acquisition Corp. (the “Company”), Eagle Equity Partners II, LLC (the “Sponsor”) and Global Eagle Acquisition LLC, an affiliate of the Sponsor (“GEA”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
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”).
