20,000,000 Units1 Saban Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2016 • Saban Capital Acquisition Corp. • Blank checks • New York
Saban Capital Acquisition, a Cayman Islands exempted company (the Company), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the Underwriters), for whom you (the Representatives) are acting as representatives, 20,000,000 units (the Units) of the Company (said units to be issued and sold by the Company being hereinafter called the Underwritten Securities). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the Option Securities; the Option Securities, together with the Underwritten Securities, being hereinafter called the Securities). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not othe
Saban Capital Acquisition Corp. 10100 Santa Monica Boulevard, 26th Floor Los Angeles, California 90067Letter Agreement • September 8th, 2016 • Saban Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Saban Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share), subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and
SABAN CAPITAL ACQUISITION CORP. NON-RESTRICTED SHARE PURCHASE AGREEMENTNon-Restricted Share Purchase Agreement • September 8th, 2016 • Saban Capital Acquisition Corp. • Blank checks • Delaware
NON-RESTRICTED SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of August , 2016, between Saban Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [Grantee] (the “Grantee”).
