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”).
Screaming Eagle Acquisition Corp. New York, NY 10075 Re: Initial Public Offering Ladies and Gentlemen:Underwriting 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant 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. 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.
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”).
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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2023 • Screaming Eagle Acquisition Corp. • Blank checks • Delaware
ContractBusiness Combination Agreement • April 12th, 2024 • Screaming Eagle Acquisition Corp. • Blank checks
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT, dated as of April 11, 2024 (“Amendment No. 1”), by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company, SEAC II Corp., a Cayman Islands exempted company, SEAC MergerCo, a Cayman Islands exempted company, 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability company, Lions Gate Entertainment Corp., a British Columbia corporation, LG Sirius Holdings ULC, a British Columbia unlimited liability company and LG Orion Holdings ULC, a British Columbia unlimited liability company (collectively, the “Parties”). Capitalized terms not defined herein shall have the meaning given to them in the Business Combination Agreement (as defined below).
VOTING AND STANDSTILL AGREEMENT dated as of November 10, 2015 among LIONS GATE ENTERTAINMENT CORP., LIBERTY GLOBAL INCORPORATED LIMITED, DISCOVERY LIGHTNING INVESTMENTS LTD., JOHN C. MALONE, MHR FUND MANAGEMENT, LLC, LIBERTY GLOBAL PLC, DISCOVERY...Voting and Standstill Agreement • March 8th, 2024 • Screaming Eagle Acquisition Corp. • Blank checks • New York
VOTING AND STANDSTILL AGREEMENT (this “Agreement”) dated as of November 10, 2015 among MHR Fund Management, LLC, a Delaware limited liability company (“Mammoth”), the affiliated funds of Mammoth party hereto (the “Mammoth Funds”), Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales (“Leopard”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (“Dragon”), John C. Malone (“M”), Lions Gate Entertainment Corp., a corporation organized under the laws of British Columbia, Canada (subject to Section 1.02(b), the “Company”), Liberty Global plc, a public limited company organized under the laws of England and Wales (“Leopard Parent”), and Discovery Communications, Inc., a Delaware corporation (“Dragon Parent” and, together with Mammoth, Leopard Parent and M, the “Investors” and each, an “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2023 • Screaming Eagle Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 22, 2023, by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC (as such entity exists on the date hereof and as it is continued and amalgamated as described below, as applicable, “PubCo”), Lions Gate Entertainment Corp., a British Columbia corporation (“Lionsgate”), and the undersigned subscriber (“Subscriber”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 22nd, 2023 • Screaming Eagle Acquisition Corp. • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on December 22, 2023, by and among Eagle Equity Partners V, LLC, a Delaware limited liability company (the “Sponsor”), Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), LG Orion Holdings ULC, a British Columbia unlimited liability company (the “StudioCo”), and Lionsgate Entertainment Corp., a British Columbia corporation (“LG Parent”). The Sponsor, SEAC, LG Parent and StudioCo 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.
SHARE PURCHASE AND NON-REDEMPTION AGREEMENTShare Purchase Agreement • April 24th, 2024 • Screaming Eagle Acquisition Corp. • Blank checks
This SHARE PURCHASE AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into on April 24, 2024, by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC (as such entity exists on the date hereof and as it is continued and amalgamated as described below, “PubCo”), and the undersigned investor(s) (“Investor”).
TAX MATTERS AGREEMENT by and between LIONS GATE ENTERTAINMENT CORP. and SEAC II CORP. Dated as of [•], 2024Tax Matters Agreement • March 15th, 2024 • Screaming Eagle Acquisition Corp. • Blank checks • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [•], 2024, by and between Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“LG Parent”), and SEAC II Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“Pubco” and, collectively with LG Parent, the “Companies,” and each, a “Company”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 22nd, 2023 • Screaming Eagle Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [•], 2024, by and among [SEAC II Corp.], a British Columbia corporation (the “Company”), and each of Eagle Equity Partners V, LLC, a Delaware limited liability company (the “Sponsor”), the Persons set forth on Schedule 1 hereto (the “Company Holders”) and the Persons set forth on Schedule 2 hereto (the “Independent Holders”). The Sponsor, the Independent Holders, the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 29th, 2024 • Screaming Eagle Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 26, 2024, 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”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FORM OF SPONSOR OPTION AGREEMENTSponsor Option Agreement • December 22nd, 2023 • Screaming Eagle Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR OPTION AGREEMENT (this “Agreement”), dated as of [•], 2024, is made by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), Eagle Equity Partners V, LLC, a Delaware limited liability company (the “Sponsor”) and SEAC II Corp., a Cayman Islands exempted company (“New SEAC”).
BUSINESS COMBINATION AGREEMENT by and among SCREAMING EAGLE ACQUISITION CORP., SEAC II CORP., SEAC MERGERCO, 1455941 B.C. UNLIMITED LIABILITY COMPANY, LIONS GATE ENTERTAINMENT CORP., LG SIRIUS HOLDINGS ULC and LG ORION HOLDINGS ULC Dated as of...Business Combination Agreement • December 22nd, 2023 • Screaming Eagle Acquisition Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of December 22, 2023 (this “Agreement”), by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company (“New SEAC”), SEAC MergerCo, a Cayman Islands exempted company (“MergerCo”), 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability company (“New BC Sub”), Lions Gate Entertainment Corp., a British Columbia corporation (“LG Parent”), LG Sirius Holdings ULC, a British Columbia unlimited liability company (“Studio HoldCo”) and LG Orion Holdings ULC, a British Columbia unlimited liability company (“StudioCo” and together with SEAC, New SEAC, MergerCo, New BC Sub and LG Parent, the “Parties”).
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:
INVESTOR SUPPORT AGREEMENTInvestor Support Agreement • December 22nd, 2023 • Screaming Eagle Acquisition Corp. • Blank checks
INVESTOR SUPPORT AGREEMENT, dated as of December 22, 2023 (this “Agreement”), by and between LG Orion Holdings Inc., a British Columbia corporation (the “Company”), and the warrantholder of Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”) whose name(s) appear on the signature page of this Agreement (the “Investor”).
AMENDMENT TO VOTING AND STANDSTILL AGREEMENT dated as of June 30, 2016 among LIONS GATE ENTERTAINMENT CORP., LIBERTY GLOBAL INCORPORATED LIMITED, DISCOVERY LIGHTNING INVESTMENTS LTD., JOHN C. MALONE, MHR FUND MANAGEMENT, LLC, LIBERTY GLOBAL PLC,...Voting and Standstill Agreement • March 8th, 2024 • Screaming Eagle Acquisition Corp. • Blank checks
This AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (this “Amendment”) dated as of June 30, 2016 among MHR Fund Management, LLC, a Delaware limited liability company (“Mammoth”), the affiliated funds of Mammoth party hereto (the “Mammoth Funds”), Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales (“Leopard”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (“Dragon”), John C. Malone (“M”), Lions Gate Entertainment Corp., a corporation organized under the laws of British Columbia, Canada (subject to Section 1.02(b) thereto, the “Company”), Liberty Global plc, a public limited company organized under the laws of England and Wales (“Leopard Parent”), and Discovery Communications, Inc., a Delaware corporation (“Dragon Parent” and, together with Mammoth, Leopard Parent and M, the “Investors” and each, an “Investor”) (collectively the “Parties”).
