REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 29, 2021, is made and entered into by and among Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (the Company), and SCS Sponsor I LLC, a Cayman Islands limited liability company (the Sponsor), and any other parties listed on the signature pages hereto (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, the Holders and, each, a Holder).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of March 2, 2021, as amended and restated on May 24, 2021, pursuant to which the Sponsor subscribed for an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company which, as a result of a share capitalization on June 29, 2021, became an aggregate of 6,325,000 Class B ordinary shares, par value $0.0001 per share (the Founder Shares), up to 825,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option in connection with the Companys initial public offering is exercised;
WHEREAS, on June 22, 2021, the Sponsor entered into that certain Securities Assignment Agreement, pursuant to which the Sponsor assigned an aggregate of 30,000 of its Founder Shares to Vladimir Coric;
WHEREAS, the Founder Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated memorandum and articles of association, as may be amended from time to time;
WHEREAS, the Company and the Sponsor have entered into that certain Private Placement Shares Purchase Agreement, dated as of June 29, 2021, pursuant to which the Sponsor agreed to purchase an aggregate of 640,000 Ordinary Shares (the Private Placement Shares), in a private placement transaction to occur concurrently with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Companys officers or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into shares of the post-Business Combination company, at a price of $10.00 per share, at the option of the lender (the Working Capital Shares); and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer, the President or the principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed and (iii) the Company has a bona fide business purpose for not making the information contained therein public.