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
Saban Capital Acquisition Corp. c/o Saban Capital Group, Inc. 10100 Santa Monica Boulevard, 26th Floor Los Angeles, CA 900672 April 11, 2016Saban Capital Acquisition Corp. • April 20th, 2016 • Blank checks • New York
Saban Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Saban Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 5,750,000 of the Company’s Class F ordinary shares, $0.0001 par value per share (referred to as the “Shares” or the “Class F Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement, references to “Ordinary Shares” are to, collectively, the Class F Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended from time to time (the “Articles”), Class F Shares will automatically convert into Class A shares on a one-for-one bas
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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 23rd, 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 [●], 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:
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 23rd, 2016 • Saban Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
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. 10100 Santa Monica Boulevard, 26th Floor Los Angeles, California 90067Letter 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
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2016 • Saban Capital Acquisition Corp. • Blank checks • New York
BUSINESS COMBINATION AGREEMENT by and among SABAN CAPITAL ACQUISITION CORP., PANAVISION ACQUISITION SUB, INC., SIM ACQUISITION SUB, INC., PANAVISION INC., SIM VIDEO INTERNATIONAL INC., THE SHAREHOLDERS OF SIM VIDEO INTERNATIONAL INC. PARTY HERETO,...Business Combination Agreement • September 14th, 2018 • Saban Capital Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT, dated as of September 13, 2018 (this “Agreement”), is made and entered into by and among SABAN CAPITAL ACQUISITION CORP., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), PANAVISION ACQUISITION SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Panavision Acquisition Sub”), SIM ACQUISITION SUB, INC., an Ontario corporation and a direct wholly owned subsidiary of Acquiror (“SIM Acquisition Sub”), PANAVISION INC., a Delaware corporation (“Panavision”), SIM VIDEO INTERNATIONAL INC., an Ontario corporation (“SIM” and, together with Panavision, the “Companies”), each of the shareholders of SIM set forth in Schedule I (collectively, the “Dragging SIM Holders”), solely in its capacity as the initial Panavision Holder Representative (as defined below), CERBERUS PV REPRESENTATIVE, LLC, a Delaware limited liability com
TERMINATION AGREEMENTTermination Agreement • February 28th, 2019 • Saban Capital Acquisition Corp. • Blank checks
THIS TERMINATION AGREEMENT (this “Agreement”) is made as of February 28, 2019, by and among Saban Capital Acquisition Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), Panavision Inc., a Delaware corporation (“Panavision”), SIM Video International Inc., an Ontario corporation (“SIM”), Cerberus PV Representative, LLC, a Delaware limited liability company in its capacity as the Panavision Holder Representative (the “Panavision Holder Representative”), and Granite Film and Television Equipment Rentals Inc., an Ontario corporation in its capacity as the SIM Holder Representative (the “SIM Holder Representative”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • May 11th, 2017 • Saban Capital Acquisition Corp. • Blank checks • New York
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into and effective March 16, 2017, by and among Saban Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Saban Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Bruce Rosenblum (“Director”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Securities Assignment Agreement (as defined below).
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”).
SABAN CAPITAL ACQUISITION CORP. SHARE PURCHASE AGREEMENTIndemnity Agreement • May 11th, 2017 • Saban Capital Acquisition Corp. • Blank checks • Delaware
SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of March 16, 2017, among Saban Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Saban Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Casey Wasserman (the “Director”).
DIRECTOR COMPOSITION AND STANDSTILL AGREEMENTDirector Composition and Standstill Agreement • November 9th, 2018 • Saban Capital Acquisition Corp. • Blank checks • Delaware
This Director Composition and Standstill Agreement (this “Agreement”) is made as of September 13, 2018, by and among Saban Capital Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), Saban Sponsor LLC, a Delaware limited liability company (the “Saban Sponsor”), Saban Sponsor II LLC, a Delaware limited liability company (“Saban Sponsor II”), the Persons party hereto set forth on Schedule I attached hereto (the “Key Panavision Stockholders”), and, solely in its capacity as the initial Panavision Holder Representative, Cerberus PV Representative, LLC, a Delaware limited liability company (the “Panavision Holder Representative”). All of the capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2018 • Saban Capital Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 18, 2018, by and between Saban Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FORM OF NON-AFFILIATE] SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2018 • Saban Capital Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 13th day of September, 2018, by and among Saban Capital Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Issuer”), which shall domesticate as a Delaware corporation prior to the Subscription Closing (as defined below), and [•] (“Subscriber”).
AMENDMENT NO. 1 TO SABAN CAPITAL ACQUISITION CORP. CONVERTIBLE PROMISSORY NOTESaban Capital Acquisition Corp. • September 27th, 2018 • Blank checks • New York
THIS AMENDMENT NO. 1 TO SABAN CAPITAL ACQUISITION CORP. CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of September 21, 2018, is entered into by and between Saban Capital Acquisition Corp., a Cayman Islands exempted company (the “Maker”), and Saban Sponsor LLC, a Delaware limited liability company (“Payee”).
Saban Capital Acquisition Corp. 10100 Santa Monica Boulevard, 26th Floor Los Angeles, California 90067Saban Capital Acquisition Corp. • August 23rd, 2016 • 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
Saban Capital Acquisition Corp. 10100 Santa Monica Boulevard, 26th Floor Los Angeles, California 90067Saban Capital Acquisition Corp. • September 21st, 2016 • 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
