Ginkgo Investor Conference Presentation Deck
DISCLAIMER
Disclaimer
This confidential presentation (the "presentation") is being delivered to you by Soaring Eagle Acquisition Corp. ("SRNG") and Ginkgo Bioworks, Inc. ("Ginkgo") for use by Ginkgo and SRNG in connection with their proposed business
combination and the offering of the securities of the post-business combination company in a private placement (the "Transaction"). This presentation is for information purposes only and is being provided to you solely in your capacity as a
potential investor in considering an investment in Ginkgo. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of Ginkgo is prohibited. By accepting this
presentation, each recipient agrees (on behalf of itself and each of its directors, partners, officers, employees, attorneys, financial advisors, agents and representatives (each of the foregoing, a "representative") agrees: (i) to maintain (and
direct its representatives to maintain) the confidentiality of all information that is contained in this presentation and not already in the public domain; and (ii) to return or destroy (and direct its representatives to return or destroy) all copies of
this presentation or portions thereof in its possession following the request for the return or destruction of such copies.
Neither this presentation nor any oral statements made in connection with this presentation shall constitute an offer to sell or the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval, in any
jurisdiction in connection with the proposed business combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
No Representations or Warranties
This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to Ginkgo. The recipient agrees and acknowledges that
this presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by SRNG or Ginkgo or
any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or
otherwise made available to any party in the course of its evaluation of a possible transaction between SRNG and Ginkgo and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors,
omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes
may be material. SRNG and Ginkgo disclaim any duty to update the information contained in this presentation.
Forward-Looking Statements
This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. SRNG's and Ginkgo's actual results may differ from their expectations,
estimates and projections, and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, SRNG's and Ginkgo's
expectations with respect to future performance and anticipated financial impacts of the Transaction, the satisfaction of closing conditions to the Transaction and the timing of the completion of the Transaction. These forward-looking
statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of SRNG's
registration statement on Form S-1. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form S-4 relating to the Transaction, which is expected to be filed by Ginkgo with the Securities and
Exchange Commission (the "SEC"), and other documents filed by SRNG from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Most of these factors are outside SRNG's and Ginkgo's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any
legal proceedings that may be instituted against SRNG or Ginkgo following the announcement of the Transaction; (2) the inability to complete the Transaction, including due to the inability to concurrently close the business combination and
the private placement of common stock or due to failure to obtain approval of the stockholders of SRNG; (3) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals, or delays in
completing regulatory reviews, required to complete the Transaction; (4) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction; (5) the inability to recognize
the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and
retain key employees; (6) costs related to the Transaction; (7) changes in the applicable laws or regulations; (8) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors;
(9) the impact of the global COVID-19 pandemic; (10) the risks described in the Appendix hereto; and (11) other risks and uncertainties indicated from time to time described in SRNG's registration on Form S-1, including those under "Risk
Factors" therein, and in SRNG's other filings with the SEC. SRNG and Ginkgo caution that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak
only as of the date made. Neither SRNG nor Ginkgo undertakes or accepts any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is based.
Industry and Market Data
In this presentation, SRNG and Ginkgo rely on and refer to certain information and statistics regarding the markets and industries in which Ginkgo competes. Such information and statistics are based on Ginkgo's management's estimates
and/or obtained from third-party sources, including reports by market research firms and company filings. While Ginkgo believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the
indicated information. Neither Ginkgo nor SRNG has independently verified the accuracy or completeness of the information provided by the third-party sources.
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