REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2016 • Saban Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 15, 2016, is made and entered into by and among Saban Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Saban Sponsor LLC, a Delaware limited liability company (the “Sponsor”, together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
23,500,000 Units1 Saban Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 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, 23,500,000 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 1,500,000 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
INDEMNITY AGREEMENTIndemnity Agreement • September 21st, 2016 • Saban Capital Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of September 15, 2016 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT SABAN CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of September 15, 2016Warrant Agreement • September 21st, 2016 • Saban Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 15, 2016, is by and between Saban Capital 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”).
INDEMNITY AGREEMENTIndemnification Agreement • September 21st, 2016 • Saban Capital Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of September 15, 2016 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Saban Capital Acquisition Corp. 10100 Santa Monica Boulevard, 26th Floor Los Angeles, California 90067Underwriting Agreement • September 21st, 2016 • Saban Capital Acquisition Corp. • Blank checks • New York
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 25,000,000 of the Company’s units (including up to 1,500,000 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2016 • Saban Capital Acquisition Corp. • Blank checks • New York
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 21st, 2016 • Saban Capital Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 15, 2016 (as it may from time to time be amended, this “Agreement”), is entered into by and between Saban Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Saban Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Saban Capital Acquisition Corp. 10100 Santa Monica Boulevard, 26th Floor Los Angeles, California 90067Administrative Services Agreement • September 21st, 2016 • Saban Capital Acquisition Corp. • Blank checks • New York
This letter agreement by and between Saban Capital Acquisition Corp. (the “Company”) and Saban Capital Group, Inc. (“Saban Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The NASDAQ Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Saban Capital, an affiliate of our sponsor, Saban Sponsor LLC, shall make available to the Company, at 10100 Santa Monica Boulevard, 26th Floor, Los Angeles, California 90067 (or any successor location or other existing office locations of Saban Capital), certain office sp
