Lionsgate Studios Corp. Watch

from S-1/A 10 pages Amendment No. 2 to the Business Combination Agreement, Dated as of May 9, 2024 (“Amendment No. 2”), by and Among Screaming Eagle Acquisition Corp., a Cayman Islands Exempted Company, Seac II Corp., a Cayman Islands Exempted Company, Seac Mergerco, a Cayman Islands Exempted Company, 1455941 B.C. Unlimited Liability Company, a British Columbia Unlimited Liability Company, Lions Gate Entertainment Corp., a British Columbia Corporation, Lg Sirius Holdings Ulc, a British Columbia Unlimited Liability Company and Lg Orion Holdings Ulc, a British Columbia Unlimited Liability Company (Collectively, the “Parties”). Capitalized Terms Not Defined Herein Shall Have the Meaning Given to Them in the Business Combination Agreement (As Defined Below). Whereas, the Parties Entered Into That Certain Business Combination Agreement Dated as of December 22, 2023 (The “Original Business Combination Agreement”); Whereas, the Parties Entered Into That Certain Amendment No. 1 to the Business Combination Agreement Dated as of April 11, 2024 (Together With the Original Business Combination Agreement, the “Business Combination Agreement”); Whereas, Section 9.14 of the Business Combination Agreement Provides That the Business Combination Agreement May Not Be Amended Except by an Instrument in Writing Signed by Each of the Parties; and Whereas, the Parties Desire to Further Amend Certain Provisions of the Business Combination Agreement. Now, Therefore, in Consideration of the Premises and the Mutual Promises Set Forth Herein and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties, Each Intending to Be Legally Bound, Hereby Agree as Follows: 1. Amendments to the Business Combination Agreement