EX-4.4





 Exhibit 4.4 

FORM OF WARRANT AGREEMENT 

between 
 SPINNING EAGLE
ACQUISITION CORP. 
 and 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY 

Dated as of [ ], 2021 
 THIS
WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Spinning 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”). 

WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity
securities, each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Shares”) and one-fifth of
one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 40,000,000 warrants (or up to 46,000,000 warrants if the Over-allotment Option (as defined
below) is exercised in full) to public investors in the Offering (the “Public Warrants”); 
 WHEREAS, the Company
entered into that certain Private Placement Warrants Purchase Agreement with Eagle Equity Partners IV, LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an
aggregate of 22,000,000 private placement warrants (or up to 25,000,000 private placement warrants if the Over-allotment Option is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if
applicable) (the “Private Placement Warrants”), each bearing the legend set forth in Exhibit A hereto at a purchase price of $1.50 per Private Placement Warrant; 

WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (a “Business Combination”); 
 WHEREAS, as described in
the Registration Statement and pursuant to the terms of the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Charter”), in the event that the Company determines
not to use all of the proceeds held in the trust account into which the net proceeds of the Offering are deposited (the “Trust Account”) in connection with the Company’s initial Business Combination and allocates a
portion of the Trust Account to a new blank check company (any such company, a “SpinCo”) to be spun-off as an independent publicly traded special purpose acquisition company (a
“Spin-Off”), the Sponsor may elect to purchase up to a maximum of $2,000,000 of additional Private Placement Warrants and/or private placement warrants of SpinCo at a price of $1.50 per
warrant, or up to 1,333,333 warrants, to pay the fees and expenses in connection with the Spin-Off and for working capital following the Spin-Off, plus additional
Private Placement Warrants and/or private placement warrants of SpinCo, at a price of $1.50 per warrant, in an amount such that the proceeds of such purchase would cover any upfront underwriting discounts that would be payable should SpinCo elect to
raise additional capital in connection with the Spin-Off; 
 WHEREAS, in order to finance the
Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the
Company may require, which such loans may be convertible into additional Private Placement Warrants at a price of $1.50 per Private Placement Warrant; 

WHEREAS, following consummation of the Offering, the Company may issue additional warrants (the
“Post-IPO Warrants” and, together with the Private Placement Warrants and the Public Warrants, the “Warrants”) in connection with, or following the consummation
by the Company of, a Business Combination; 
 WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-1, File No. 333-[ ] (the “Registration Statement”) and a prospectus
(the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Class A Shares included in the Units; 












 WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; 

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and 

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement. 

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement. 

2. Warrants. 
 2.1 Form
of Warrant. Each Warrant shall initially be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit B hereto (and shall indicate whether the Warrant is a Public Warrant,
Private Placement Warrant or Post-IPO Warrant), the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Company’s board of directors
(the “Board”), President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall
initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”). 
 2.2
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof. 
 2.3 Registration. 

2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of
the initial issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders
thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The
Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a
Warrant in its account, a “Participant”). 
 If the Depositary subsequently ceases to make its book-entry settlement system
available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public
Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to
deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit B, with
appropriate insertions, modifications and omissions, as provided above. 
 2.3.2 Registered Holder. Prior to due presentment for
registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 

  
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 2.4 Detachability of Warrants. The Class A Shares and Public Warrants comprising
the Units shall begin separate trading on the day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”), promptly following the earlier of
(i) the Company’s announcement of its entry into a definitive agreement for its initial Business Combination in which the Company has not determined to effect a Spin-Off and (ii) the
Company’s completion of a Spin-Off (such earlier date, the “Detachment Date”), but in no event shall the Class A Shares and the Public Warrants comprising the Units be
separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the
Offering, including the proceeds received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is
exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues a press release and files with the Commission a Current Report on Form
8-K announcing when such separate trading shall begin. 
 2.5 No Fractional Warrants Other Than as
Part of Units. The Company shall not issue fractional Warrants other than as part of the Units. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the
Company shall round down to the nearest whole number the number of Warrants to be issued to such holder. 
 2.6 Private Placement
Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that the Private Placement Warrants: (i) shall not be redeemable by the Company; (ii) may not (including the Class A Shares issued upon
exercise of the Private Placement Warrants) be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination; (iii) may be exercised for cash or on a cashless
basis, pursuant to subsection 3.3.1(c) hereof, (iv) use a different Black-Scholes Warrant Model for purposes of calculating the Black-Scholes Warrant Value as specified in Section 4.4 and (v) are not
subject to the cashless exercise provisions of Section 7.4(b); provided, however, that notwithstanding the provisions of clause (ii), the Private Placement Warrants and any Class A Shares issued upon exercise of
the Private Placement Warrants may be transferred by the holders thereof: 
 (a) to the Company’s officers or directors, any affiliate
or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; 

(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a
member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; 
 (c) in the case of an
individual, by virtue of the laws of descent and distribution upon death of such person; 
 (d) in the case of an individual, pursuant to a
qualified domestic relations order; 
 (e) by private sales or transfers made in connection with any forward purchase agreement or similar
arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Class A Shares or Warrants were originally purchased; 

(f) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor;

 (g) in the event of the Company’s liquidation prior to the consummation of a Business Combination; and 

(h) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share
exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through
(f), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter
agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors. 

  
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 2.7 No Changes to Terms of Private Placement Warrants. For the avoidance of doubt, in
the event of any transfer, assignment or sale of the Private Placement Warrants, all of the terms of the Private Placement Warrants shall remain the same irrespective of the holder thereof. 

2.8 Post-IPO Warrants. The Post-IPO Warrants, when and
if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company. 
 3.
Terms and Exercise of Warrants. 
 3.1 Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the
provisions of such Warrant and of this Agreement, including without limitation, subsection 3.3.5, to purchase from the Company the number of Class A Shares stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by
payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which the Class A Shares may be purchased at the time a Warrant is exercised. The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than fifteen (15) Business Days (unless otherwise required by the Commission, any national securities exchange on which
the Warrants are listed or applicable law), provided, that the Company shall provide at least five (5) days’ prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall
be identical among all of the Warrants. 
 3.2 Duration of Warrants. A Warrant may be exercised only during the period (the
“Exercise Period”) commencing on the date that is thirty (30) days after the first date on which the Company completes an initial Business Combination, and terminating on the earliest to occur of: (i) 5:00 p.m., New York
City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (ii) the liquidation of the Company, and (iii) other than with respect to the Private Placement Warrants,
5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant
shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 hereof, with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined
below) (other than with respect to a Private Placement Warrant) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant in the event of a redemption)
not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole
discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and,
provided further that any such extension shall be identical in duration among all the Warrants. 
 3.3 Exercise of Warrants. 

3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a
Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry
Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent
to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the
reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for
each Class A Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such Class A Shares,
as follows: 
 (a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire
transfer of immediately available funds; 
 (b) in the event of a redemption pursuant to Section 6 hereof in which
the Board has elected to require all holders of the Public Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing
(x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value,” as defined in this 

  
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subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the
“Fair Market Value” shall mean the average last reported sale price of the Class A Shares for the ten (10) trading days ending on the third (3rd) trading day
prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; 

(c) with respect to any Private Placement Warrant, by surrendering the Warrants for that number of Class A Shares equal to the product of
(x) the number of Class A shares underlying the Warrants, multiplied by (y) the value of a Warrant based on the Black-Scholes Warrant Model for an uncapped American Call on Bloomberg Financial Markets
(“Bloomberg”) divided by the price of each Class A Share; for purposes of calculating such amount, (i) the price of each Class A Share shall be the volume weighted average price of the Class A Shares
during the ten (10) trading day period ending on the trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent, (ii) the assumed volatility shall be the 90 day volatility obtained from the HVT
function on Bloomberg determined as of the trading day immediately prior to the prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent and (iii) the assumed risk-free interest rate shall correspond to the U.S.
Treasury rate for a period equal to the remaining term of the Warrant; or 
 (d) with respect to the Public Warrants, as provided in
Section 7.4 hereof. 
 3.3.2 Issuance of Class A Shares on Exercise. As soon as
practicable after the exercise of any Warrant and, if payment is pursuant to subsection 3.3.1(a) hereof, the clearance of the funds in payment of the Warrant Price, the Company shall issue to the Registered Holder of such Warrant a book-entry
position or certificate, as applicable, for the number of Class A Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new
book-entry position or countersigned Warrant, as applicable, for the number of Class A Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a
notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any Class A Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect
to the Class A Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be
exercisable and the Company shall not be obligated to issue Class A Shares upon exercise of a Warrant unless the Class A Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or
qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such
Warrant shall not be entitled to exercise such Warrant. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis”
pursuant to subsection 7.4.1(b) hereof. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a
Class A Share, the Company shall round down to the nearest whole number the number of Class A Shares to be issued to such holder. 

3.3.3 Valid Issuance. All Class A Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and non-assessable. 
 3.3.4 Date of Issuance. Each person in
whose name any book-entry position or certificate, as applicable, for Class A Shares is issued shall for all purposes be deemed to have become the holder of record of such Class A Shares on the date on which the Warrant, or book-entry
position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is
a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Class A Shares at the close of business on the next succeeding date on which
the share transfer books or book-entry system of the Warrant Agent are open. 
 3.3.5 Maximum Percentage. A holder of a Warrant may
notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such
election. If the election is made by a holder, such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, 

  
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such person (together with such person’s affiliates) or any “group” of which Holder or its affiliates is a member, would beneficially own in excess of 4.9% or 9.8% (or such other
amount as a holder may specify) (the “Maximum Percentage”) of the Class A Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A
Shares beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is a member, shall include the number of Class A Shares issuable upon exercise of the Warrant with respect to which the
determination of such sentence is being made, but shall exclude Class A Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates, or any group
of which such person and its affiliates is a member, and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates, or any group of which
such person and its affiliates is a member (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as
set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the applicable regulations of the Commission. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Commission, and the percentage
held by Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described in this subsection 3.3.5, the Warrant Agent shall not effect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, unless such holder provides to the Warrant Agent in its Election to Purchase, a certification that, upon after giving effect to such exercise,
such person (together with such person’s affiliates) or any “group” of which Holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the shares of Common Stock outstanding immediately
after giving effect to such exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant, in determining the number of issued and outstanding Class A Shares, the holder may rely on the number of issued and
outstanding Class A Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form
8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the
number of Class A Shares issued and outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of
Class A Shares then outstanding. In any case, the number of issued and outstanding Class A Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of issued and outstanding Class A Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company. 

4. Adjustments. 
 4.1
Share Capitalizations. 
 4.1.1 Split-Ups. If after the date hereof, and subject to
the provisions of Section 4.6 hereof, the number of issued and outstanding Class A Shares is increased by a share capitalization payable in Class A Shares, or by a split-up
of Class A Shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Class A Shares issuable on exercise of each Warrant shall
be increased in proportion to such increase in the issued and outstanding Class A Shares. A rights offering made to all or substantially all holders of the Class A Shares entitling holders to purchase Class A Shares at a price less
than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Class A Shares equal to the product of (i) the number of Class A Shares actually sold in such rights offering
(or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A Share paid in
such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Shares, in determining the price
payable for Class A Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion, and (ii) “Historical Fair Market Value”
means the volume weighted average price of the Class A Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Shares trade on the applicable exchange or in the
applicable market, regular way, without the right to receive such rights. No Class A Shares shall be issued at less than their par value. 

  
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 4.1.2 Extraordinary Dividends. If the Company, at any time while the Warrants are
outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of Class A Shares on account of such Class A Shares (or other of the Company’s share
capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) a Spin-Off, (c) Ordinary Cash Dividends (as defined below), (d) to satisfy the
redemption rights of the holders of Class A Shares in connection with a proposed initial Business Combination, (e) to satisfy the redemption rights of the holders of Class A Shares in connection with a shareholder vote to amend the
Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Class A Shares included in the Units sold in the
Offering (the “Public Shares”) if the Company does not complete the Business Combination within the period set forth in the Charter or (B) with respect to any other material provisions relating to
shareholders’ rights or pre-initial Business Combination activity or (f) in connection with the redemption of Public Shares upon the failure of the Company to complete its initial Business
Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each
Class A Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis,
with the per share amounts of all other cash dividends and cash distributions paid on the Class A Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as
adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number
of Class A Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering and which amount shall be adjusted to appropriately reflect any of the events referred to in other
subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant). 

4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the
number of issued and outstanding Class A Shares is decreased by a consolidation, combination, reverse share split or reclassification of Class A Shares or other similar event, then, on the effective date of such consolidation, combination,
reverse share split, reclassification or similar event, the number of Class A Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in the number of issued and outstanding Class A Shares. 

4.3 Adjustments in Warrant Price. Whenever the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted,
as provided in subsection 4.1.1 or Section 4.2 hereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares so purchasable
immediately thereafter. 
 4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization
of the issued and outstanding Class A Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such Class A Shares), or in the case of any merger or
consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and is not a subsidiary of another entity whose
shareholders did not own all or substantially all of the Class A Shares of the Company in substantially the same proportions immediately before such transaction and that does not result in any reclassification or reorganization of the
outstanding Class A Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that if the holders of the Class A Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or
merger, 

  
 7 













 
then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of
the kind and amount received per share by the holders of the Class A Shares in such consolidation or merger that affirmatively make such election; provided, further, that if less than seventy percent (70%) of the consideration
receivable by the holders of the Class A Shares in the applicable event is payable in the form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within
thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be
reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the
Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on (i) in the case of the Public
Warrants, the Black-Scholes Warrant Model for a capped American Call on Bloomberg and (ii) in the case of the Private Placement Warrants, the Black-Scholes Warrant Model for an uncapped American Call on Bloomberg. For purposes of calculating
such amount, (1) in the case of the Public Warrants, Section 6.1 shall be taken into account, (2) the price of each Class A Share shall be the volume weighted average price of the Class A Shares as
reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on
Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term
of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A Shares consists exclusively of cash, the amount of such cash per Class A Share, and (ii) in all other
cases, the volume weighted average price of the Class A Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also
results in a change in Class A Shares covered by subsection 4.1.1 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2 or 4.3 hereof and this Section 4.4.
The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the
par value per share issuable upon exercise of the Warrant. 
 4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant
Price or the number of Class A Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or
decrease, if any, in the number of Class A Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based; provided,
however, that no adjustment to the number of Class A Shares issuable upon exercise of a Warrant shall be required until cumulative adjustments amount to one percent (1%) or more of the number of Class A Shares issuable upon exercise
of a Warrant as last adjusted; provided, further, that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments
shall be made (i) in connection with any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least one percent (1%) in the number of Class A Shares issuable upon exercise of a
Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4 hereof, the Company shall give written notice of the occurrence of such event to each
holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such
event. 
 4.6 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not
issue fractional Class A Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive
a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Class A Shares to be issued to such holder. 

4.7 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this
Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Class A Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided,
however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed. 

  
 8 













 4.8 Spin-Offs. Notwithstanding any other provision in this Agreement, in connection
with a Spin-Off and a consolidation in connection therewith, (i) the number of Class A Shares issuable upon exercise of each Warrant shall be reduced pro rata based on the retained trust proceeds (as
defined in the Registration Statement) upon the Spin-Off and (ii) the Company shall distribute to the Registered Holder of each Redeemable Spin-Off Security (as
defined below) that was not submitted to the Company for redemption in the partial tender offer to be undertaken by the Company in connection with a Spin-Off one-fifth
of one warrant of SpinCo (which warrant shall have the same terms as the Public Warrants, mutatis mutandis, in all material respects). Solely for purposes of illustration, if at the time of a Spin-Off
(A) the Company has $2.0 billion of assets in the Trust Account and no interest has been earned on such funds, (B) the Company has designated $500.0 million from the Trust Account for its initial Business Combination,
(C) the Company has $1.5 billion of available SpinCo trust proceeds, and (D) the Company has 150,000,000 Redeemable Spin-Off Securities issued and outstanding, none of which are redeemed in
connection with the partial tender offer, then (x) each Warrant would be automatically adjusted so that each Warrant will be exercisable for 0.25 Class A Shares following the Spin-Off and
(y) the Company would distribute one-fifth of one SpinCo warrant to each holder of a Redeemable Spin-Off Security. For purposes of this
Section 4.8, “Redeemable Spin-Off Security” shall mean the security through which the Company elects to provide its shareholders with the redemption right in
the partial tender offer to be undertaken by the Company in connection with a Spin-Off, which may be any of (x) a Class S ordinary share of the Company, (y) the Class A Shares or
(z) any other class or type of security that the Company may elect to utilize to provide its shareholders with such redemption right. 

4.9 Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this
Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether
or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The
Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion. 
 4.10 No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Company’s Class B ordinary shares (the
“Class B Ordinary Shares”) into Class A Shares or the conversion of the Class B Ordinary Shares into Class A Shares, in each case, pursuant to the Charter. 

5. Transfer and Exchange of Warrants. 

5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new
Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the
Company from time to time upon request. 
 5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be
transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for
transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. 
 5.3
Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants which would require in the issuance of a Warrant certificate or book-entry position for a fraction of a
Warrant, except as part of the Units. 

  
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 5.4 Service Charges. No service charge shall be made for any exchange or registration
of transfer of Warrants. 
 5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to
deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such purpose. 
 5.6 Transfer of Warrants. Prior to the Detachment
Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer
of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of
Warrants on and after the Detachment Date. 
 6. Redemption of Warrants. 

6.1 Redemption of Warrants for Cash. Subject to Section 6.4 hereof, all but not less than all of the
outstanding Warrants may be redeemed for cash, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in
Section 6.2 hereof, at the price of $0.01 per Warrant (the “Redemption Price”); provided that the last reported sale price of the Class A Shares has been at least $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading day period ending on the third
(3rd) trading day prior to the date on which notice of the redemption is given; provided further that there is an effective registration statement covering the Class A Shares issuable
upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 hereof) or the Company has
elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof and such cashless exercise is exempt from registration under the Securities Act. 

6.2 Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem the Warrants pursuant to
Section 6.1 hereof, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than
thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear
on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. 

6.3 Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” pursuant to
subsection 3.3.1(b) hereof, if applicable) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company
determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof, the notice of redemption shall contain instructions on how to calculate the number of
Class A Shares to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the
Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price. 
 6.4 Exclusion of Private
Placement Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants. 

7. Other Provisions Relating to Rights of Holders of Warrants. 

7.1 No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of
directors of the Company or any other matter. 
 7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of
like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone. 

  
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 7.3 Reservation of Class A Shares. The Company shall at all times
reserve and keep available a number of its authorized but unissued Class A Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement. 

7.4 Registration of Class A Shares; Cashless Exercise at Company’s Option. 

7.4.1 Registration of the Class A Shares. 

(a) The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial
Business Combination, it shall use its commercially reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement, or a new registration statement, registering, under the Securities Act, the issuance of the
Class A Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such post-effective amendment or registration statement,
and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. 

(b) If any such post-effective amendment or registration statement has not been declared effective by the sixtieth (60th) Business Day
following the closing of the Business Combination, holders of the Public Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such
post-effective amendment or registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Class A Shares issuable
upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of
Class A Shares per Warrant equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the
Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1(b), “Fair Market Value” shall mean the average last reported sale price of the Class A Shares for the ten
(10) trading days ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is
received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for
the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1(b) is not required to be registered under the
Securities Act and (ii) the Class A Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or
any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. 
 (c) For the avoidance of doubt,
the Private Placement Warrants may be exercised at any time on a cashless basis pursuant to subsection 3.3.1(c). 
 (d) Except as provided
in subsection 7.4.2 hereof, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under subsection
7.4.1(a). 
 7.4.2 Cashless Exercise at Company’s Option. If the Class A Shares are at the time of any exercise of a
Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders
of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and
(i) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A Shares issuable upon exercise of the Warrants,
notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not so elect, the Company agrees to use its commercially reasonable to register or qualify for sale the Class A Shares issuable upon exercise of the
Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. 

8. Concerning the Warrant Agent and Other Matters. 

  
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 8.1 Payment of Taxes. The Company shall from time to time promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Class A Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the
Warrants or such Class A Shares. 
 8.2 Resignation, Consolidation, or Merger of Warrant Agent. 

8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New
York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or
state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 

8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the Class A Shares not later than the effective date of any such appointment. 

8.2.3 Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be
consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act. 

8.3 Fees and Expenses of Warrant Agent. 

8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder. 

8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. 

8.4 Liability of Warrant Agent. 

8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the Board or other principal officer of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement. 

  
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 8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own, or
its representatives’, gross negligence, willful misconduct, fraud, bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the
Warrant Agent’s or its representatives’ gross negligence, willful misconduct, fraud, bad faith or material breach of this Agreement. 

8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A Shares to be issued pursuant to this Agreement or any Warrant or as to whether
any Class A Shares shall, when issued, be valid and fully paid and non-assessable. 
 8.5
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with
respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A Shares through the exercise of the Warrants. 

8.6 Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or
claim of any kind (“Claim”) in, or to any distribution of, the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account. 

9. Miscellaneous Provisions. 

9.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns. 
 9.2 Notices. Any notice, statement or demand authorized by
this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: 

Spinning Eagle Acquisition Corp. 

955 Fifth Avenue 
 New York, NY
10075 
 Attention: Eli Baker 
 Any notice,
statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th Floor 
 New
York, NY 10004 
 Attention: Compliance Department 

in each case, with copies to: 
 White &
Case LLP 
 1221 Avenue of the Americas 

New York, NY 10020 
 Attn: Joel L.
Rubinstein, Esq. 
 Email: joel.rubinstein@whitecase.com 

and 

  
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 Davis Polk & Wardwell LLP 

450 Lexington Avenue 
 New York,
New York 10017 
 Attn: Derek J. Dostal, Esq. 

Email: derek.dostal@davispolk.com 

9.3 Applicable Law; Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be
governed in all respects by the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives
any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. 

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to
the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the
United States District Court for the Southern District of New York (a “foreign action”) in the name of any Warrant holder, such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an
“enforcement action”), and (y) having service of process made upon such Warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant
holder. 
 9.4 Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to,
any person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

 9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

 9.6 Counterparts; Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same
authority, effect and enforceability as an original signature. 
 9.7 Effect of Headings. The section headings herein are for
convenience only and are not part of this Agreement and shall not affect the interpretation thereof. 
 9.8 Amendments. This Agreement
may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of (x) curing any ambiguity or to correct any defective provision contained herein, including to conform the provisions hereof to the
description of the terms of the Warrants and this Agreement set forth in the Prospectus, (y) adjusting the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.3
or (z) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered
Holders hereunder, and (ii) to provide for the delivery of an Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment to increase the Warrant Price
or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of fifty percent (50%) of the number of the then outstanding Public Warrants and, (i) solely with respect to any amendment to the terms of the
Private Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants, fifty percent (50%) of the number of then outstanding Private Placement Warrants and (ii) solely with respect to any amendment to the
terms of the Post-IPO Warrants or any 

  
 14 













 
provision of this Agreement with respect to the Post-IPO Warrants, fifty percent (50%) of the then outstanding
Post-IPO Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2 hereof, respectively,
without the consent of the Registered Holders. 
 9.9 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 

[Signature Page Follows] 

  
 15 













 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 
  

			
	SPINNING EAGLE ACQUISITION CORP.
		
	By:	 	
	Name:	 	
	Title:	 	
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
		
	By:	 	
                     
    

	Name:	 	
	Title:	 	

 [Signature Page to Warrant Agreement] 












 EXHIBIT A 

LEGEND 
 THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS BY AND AMONG SPINNING EAGLE ACQUISITION CORP. (THE “COMPANY”),
EAGLE EQUITY PARTNERS IV, LLC AND THE OTHER SIGNATORIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS
INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH
TRANSFER PROVISIONS. 
 SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE
ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. 












 EXHIBIT B 

[Form of Warrant Certificate] 

[FACE] 
 Number 

Warrants 
 THIS WARRANT
SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO 
 THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE 

WARRANT AGREEMENT DESCRIBED BELOW 

SPINNING EAGLE ACQUISITION CORP. 

Incorporated Under the Laws of the Cayman Islands 

CUSIP [ ] 
 Warrant
Certificate 
 This Warrant Certificate certifies
that                 , or registered assigns, is the registered holder of
                warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary
shares, $0.0001 par value per share (the “Class A Shares”), of Spinning Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”). Each whole Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Class A Shares as set
forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the
Warrant Price (or through “cashless exercise” as provided for in the Warrant Agreement) at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. The Warrants
evidenced by this Warrant Certificate are [Public][Private Placement][Post-IPO] Warrants. Capitalized terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the
Warrant Agreement. 
 Each whole Warrant is initially exercisable for one fully paid and
non-assessable Class A Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a
Class A Share, the Company will, upon exercise, round down to the nearest whole number the number of Class A Shares to be issued to the Warrant holder. The number of Class A Shares issuable upon exercise of the Warrants is subject to
adjustment upon the occurrence of certain events set forth in the Warrant Agreement. 
 The initial Warrant Price per Class A Share for
any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. 

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent
not exercised by the end of such Exercise Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement. 

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place. 
 This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. 












 This Warrant Certificate shall be governed by and construed in accordance with the internal
laws of the State of New York. 













			
	SPINNING EAGLE ACQUISITION CORP.
		
	By:	 	
	
	CONTINENTAL STOCK TRANSFER & TRUST
	COMPANY as Warrant Agent
		
	By:	 	













 [Form of Warrant Certificate] 

[Reverse] 
 The Warrants
evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [ ], 2021 (the
“Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and
the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof
upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. 

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement
(or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall
be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised. 

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise
(i) a registration statement covering the Class A Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder relating to the Class A Shares is current, except
through “cashless exercise” as provided for in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice
contemplated by subsection 3.5.5 of the Warrant Agreement, neither the Company nor the Warrant Agent shall issue to Holder, and Holder may not acquire, any right it might have to acquire, a number of Class A Shares upon exercise of any
Warrant to the extent that, upon such exercise, the number of Class A Shares then beneficially owned by Holder would exceed the Maximum Percentage of Class A Shares outstanding immediately after giving effect to such exercise as determined
in accordance with subsection 3.3.5. of the Warrant Agreement. 
 The Warrant Agreement provides that upon the occurrence of certain
events the number of Class A Shares issuable upon the exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a
fractional interest in a Class A Share, the Company shall, upon exercise, round down to the nearest whole number of Class A Shares to be issued to the holder of the Warrant. 

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person
or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. 
 Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. 

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company. 












 Election to Purchase 

(To Be Executed Upon Exercise of Warrant) 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Class A Shares and
herewith tenders payment for such Class A Shares to the order of Spinning Eagle Acquisition Corp. (the “Company”) in the amount of
$                 in accordance with the terms hereof. The undersigned requests that a certificate for such Class A Shares be registered in the name of
                , whose address is                , and that such Class A Shares be
delivered to                , whose address is                 . If said number of
Class A Shares is less than all of the Class A Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A Shares be registered in the name of
                , whose address is                 and that such Warrant Certificate be
delivered to                 , whose address is                 . 

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant
Agreement and the Company has required a cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Class A Shares that this Warrant is exercisable for shall be determined in accordance with
subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. 
 In the event that the Warrant is a Private
Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Class A Shares that this Warrant is exercisable for shall be determined in accordance with
subsection 3.3.1(c) of the Warrant Agreement, as applicable. 
 In the event that the Warrant is to be exercised on a
“cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A Shares that this Warrant is exercisable for shall be determined in accordance with
Section 7.4 of the Warrant Agreement. 
 In the event that the Warrant may be exercised, to the extent allowed by
the Warrant Agreement, through cashless exercise (i) the number of Class A Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless
exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to
receive Class A Shares. If said number of Class A Shares is less than all of the Class A Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Class A Shares be registered in the name of                 , whose address is
                and that such Warrant Certificate be delivered to                 , whose
address is                 . 
 [To be included in any
Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement. 
 By signing
this Election to Purchase, the undersigned hereby certifies that upon after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any “group” of which holder or its affiliates is a member, would
not beneficially own in excess of the Maximum Percentage of the Class A Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5. of the Warrant Agreement.] 

[Signature Page Follows] 













			
	Date:                ,                 	  	
		
		  	(Signature)
		
		  	(Address)
		
		  	  

		  	(Tax Identification Number)
		
	 Signature
 Guaranteed:
	  	

  
  

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).