AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2023 • Screaming Eagle Acquisition Corp. • Blank checks • Delaware
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.
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.”
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”).
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”).
