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NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED CLASS ACTION SETTLEMENT

If you (1) purchased or otherwise acquired shares in Ginkgo Bioworks Holdings, Inc. (“Ginkgo,” including by way of exchange of Soaring Eagle Acquisition Corp., f/k/a Spinning Eagle Acquisition Corp. (“SRNG”) shares) pursuant or traceable to the proxy/registration statement (the “Proxy/Registration Statement”) that Defendants filed with the SEC on Form S-4 on May 14, 2021, and that was thereafter amended on Forms S-4/A on June 28, 2021, July 16, 2021, August 4, 2021, and August 9, 2021 and the body of which was incorporated into the final prospectus on Form 424(b)(3) filed on August 13, 2021; (2) were solicited to approve the Ginkgo Bioworks, Inc.–SRNG merger and to retain rather than redeem SRNG shares pursuant to the Proxy/Registration Statement, and/or (3) purchased or otherwise acquired in a public offering or on public markets securities of Ginkgo (including its predecessor SRNG) between May 11, 2021 and October 5, 2021, both dates inclusive,[1] you may be entitled to a payment from a class action settlement.

A Federal Court authorized this notice.  This is not a solicitation from a lawyer.

If you are a Class Member, your legal rights will be affected by this Settlement whether you act or do not act.  Please read this Notice carefully.

• Purpose of Notice:  The purpose of this Notice[2] is to inform you of the pendency of this securities class action (the “Action”), the proposed settlement of the Action (the “Settlement”), and a hearing to be held by the Court to consider: (i) whether the Settlement should be approved; (ii) whether the proposed plan for allocating the proceeds of the Settlement (the “Plan of Allocation”) should be approved; and (iii) Class Counsel’s application for attorneys’ fees and expenses.  This Notice describes important rights you may have and what steps you must take if you wish to participate in the Settlement, wish to object, or wish to be excluded from the Class.
• Summary of Claims Resolved:  The Settlement resolves claims by the Court-appointed Lead Plaintiff Sharon Bernstein (“Lead Plaintiff”), that have been asserted on behalf of herself and the Class against Ginkgo Bioworks Holdings, Inc.  (“Ginkgo” or “the Company,” f/k/a Soaring Eagle Acquisition Corp., f/k/a Spinning Eagle Acquisition Corp., or “SRNG”), Harry E. Sloan, Eli Baker, Scott M. Delman, Joshua Kazam, Isaac Lee, Timothy Leiweke, Dennis A. Miller, Laurence E. Paul, Jason Kelly, Reshma Shetty, Arie Belldegrun, Marijn Dekkers, Christian Henry, Reshma Kewalramani, Shyam Sankar, and Anna Marie Wagner (collectively, “Defendants”, and together with the Lead Plaintiff, the “Parties”) for alleged violations of federal securities laws by allegedly making misrepresentations and/or omissions of material fact in the Proxy/Registration Statement that Defendants filed with the SEC on Form S-4 on May 14, 2021, and that was thereafter amended on Forms S-4/A on June 28, 2021, July 16, 2021, August 4, 2021, and August 9, 2021 and the body of which was incorporated into the final prospectus on Form 424(b)(3) filed on August 13, 2021 together with information filed under Form 425 as a supplement to that registration statement pursuant to Rule 425 promulgated under the Securities Act (collectively, the “Proxy/Registration Statement”).  It releases the Released Defendants’ Parties (defined in the Notice) from liability.
• Statement of Class Recovery:  Subject to Court approval, Lead Plaintiff, on behalf of the Class, has agreed to settle the Action in exchange for a payment of $17,750,000 (the “Settlement Amount”), which will be deposited into an Escrow Account and may earn interest (the “Settlement Fund”).  The Net Settlement Fund (as defined in the Notice) will be distributed to Class Members according to the Court-approved plan of allocation (the “Plan of Allocation”).  The proposed Plan of Allocation is set forth on pages 10-14 in the Notice.
• Estimate of Average Recovery Per Share:  Lead Plaintiff estimates there were approximately 172,500,000 shares of Ginkgo common stock traded during the Class Period that may have been impacted.  Pursuant to the Plan of Allocation (see pp. 10-14 in the Notice), if all affected Ginkgo shares elect to participate in the Settlement, the average recovery per share could be approximately $.10, before deduction of any fees, expenses, costs, and awards described herein.  Class Members should note, however, that the foregoing average recovery per eligible share is only an estimate.  Some Class Members may recover more or less than this estimated amount depending on, among other factors, when and at what prices they purchased/acquired or sold their Ginkgo common stock, whether they sold their shares of Ginkgo stock and the total number of valid Proof of Claim and Release forms (“Proof of Claim”) submitted and the value of those claims.  Distributions to Class Members will be made based on the Plan of Allocation set forth herein (see pages 10-14 of the Notice) or such other plan of allocation as may be ordered by the Court.
• Statement of Potential Outcome of Case If the Action Continued to Be Litigated:  The Parties disagree about both liability and damages and do not agree on the damages that would be recoverable if Lead Plaintiff were to prevail on each claim asserted against the Defendants.  Among other things, the Parties disagree on (i) whether Defendants violated the federal securities laws by making materially false or otherwise misleading statements during the Class Period, (ii) whether the alleged misrepresentations and omissions in Ginkgo’s public filings were, in fact, materially misleading, (iii) whether Lead Plaintiff and the Class suffered any harm as a result of Defendants’ alleged violations of the federal securities laws and purported subsequent revelation of the truth, and (iv) whether Defendants’ alleged misconduct was the proximate cause of any losses suffered by the Class.
• Reasons for Settlement:  Lead Plaintiff’s principal reason for entering into the Settlement is the substantial immediate cash benefit for the Class without the risk or the delays inherent in further litigation.  Moreover, the substantial cash benefit provided under the Settlement must be considered against the significant risk that a smaller recovery – or indeed no recovery at all – might be achieved after contested motions, a trial of the Action and the likely appeals that would follow a trial.  This process could be expected to last several years.  The Settlement was entered into after extended mediation proceedings.  Without admitting any wrongdoing or liability on their part whatsoever, Defendants are willing to settle to avoid the continuing burden, expense, inconvenience and distraction to Defendants in this Action and to avoid the cost, delay, and risk of continuing the Action provided that all of the claims of the Class are settled and compromised.
• Attorneys’ Fees and Costs:  Class Counsel have not received any payment for their services in conducting this litigation on behalf of Lead Plaintiff and the members of the Class, nor have they been reimbursed for their out-of-pocket expenditures.  If the Settlement is approved by the Court, Class Counsel will apply to the Court for attorneys’ fees not to exceed 25% of the Settlement Amount and any interest accrued thereon, and reimbursement of expenses not to exceed $325,000, and any interest accrued thereon. If the amount requested by counsel is approved by the Court, the average cost of fees would be approximately $0.0276 per share.  In addition, an award for the time and expenses incurred by the Lead Plaintiff will be requested, not to exceed $5,000. All such fees will be paid from the Settlement Fund.
• Identification of Attorneys’ Representatives:  Requests for further information regarding the Action, this Notice or the Settlement, can be directed to Class Counsel: Joshua B. Silverman, Pomerantz LLP, 10 South LaSalle Street, Suite 3505, Chicago, Illinois 60603, (312) 377-1181.  Please Do Not Call the Court with Questions About the Settlement.

[1] The term Class Period, as used herein, applies to all three of these categories, and spans from May 11, 2021 to November 15, 2021, both dates inclusive.  The Class Period includes the period applicable to Section 10(b) claims between May 11, 2021 and October 5, 2021, both dates inclusive (the “Section 10(b) Class Period”), as well as the date on which shares were exchanged in the merger and the time following the merger through November 15, 2021 for which Class Counsel has determined purchases or acquisitions of shares would be traceable to the Proxy/Registration Statement.

[2] All capitalized terms not otherwise defined in this notice shall have the same meaning provided in the Stipulation of Settlement, dated April 4, 2024 (the “Stipulation”).