REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2021, is made and entered into by and among Spinning 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).
WHEREAS, the Company has 43,125,000 Class B ordinary shares, par value $0.0001 per share (the Founder Shares), issued and outstanding, up to 5,625,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the Ordinary Shares), on the terms and conditions provided in the Companys amended and restated memorandum and articles of association;
WHEREAS, on the date hereof, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the Private Placement Warrants Purchase Agreement), pursuant to which the Sponsor agreed to purchase an aggregate of 22,000,000 private placement warrants (or up to 25,000,000 warrants to the extent that the over-allotment option in connection with the Companys initial public offering is exercised) (the Private Placement Warrants) in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor, its affiliates or any of the Companys officers and directors may loan to the Company funds as the Company may require, which may be convertible into private placement-equivalent warrants (Working Capital Warrants) at a price of $1.50 per warrant at the option of the lender; 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 principal executive officer or 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 such information public.
Agreement shall have the meaning given in the Preamble.
Board shall mean the Board of Directors of the Company.
Business Combination shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses, involving the Company.