EX-10.12



 Exhibit 10.12 

THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT ANY SALE OR OTHER
DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 
 SABAN CAPITAL ACQUISITION CORP. 

CONVERTIBLE PROMISSORY NOTE 
  

			
	 Principal Amount: Not to Exceed U.S.$1,000,000

(See Schedule A)
	 	Dated as of March 12, 2018

 FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, Saban Capital Acquisition Corp.,
a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Saban Sponsor LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal balance as set forth
on Schedule A hereto in lawful money of the United States of America; which schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this Note; provided that at no time
shall the aggregate of all advances and readvances outstanding under this Note exceed one million U.S. Dollars (U.S$1,000,000). Any advance hereunder shall be made by the Payee upon receipt of a written request of the Chief Executive Officer of
the Maker and shall be set forth on Schedule A. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by
written notice in accordance with the provisions of this Note. 
 1.    Principal. All unpaid principal under
this Note including accrued interest hereon pursuant to Section 2 shall be due and payable in full on the earlier of (i) September 21, 2018 and (ii) the effective date of a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination, involving the Company and one or more businesses (such earlier date, the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below).
Any outstanding principal amount to date under this Note may be prepaid at any time by the Maker, at its election and without penalty; provided, however, that Payee shall have a right to first convert such principal balance pursuant to
Section 5 below upon notice of such prepayment. 
 2.    Interest. Interest shall accrue at a rate of 1.96% per
annum on any unpaid principal amount outstanding and shall compound annually. All accrued interest shall be added to and become part of the principal amount outstanding under this Note that is due and payable on the Maturity Date. 

3.    Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the
collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. 

4.    Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of
Default”): 
 (a)    Failure to Make Required Payments. Failure by the Maker to pay the principal amount
due pursuant to this Note within five (5) business days of the date specified above or issue warrants pursuant to Paragraph 5 hereof, if so elected by the Payee. 







 (b)    Voluntary Bankruptcy, Etc. The commencement by the Maker of a
voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking
of corporate action by the Maker in furtherance of any of the foregoing. 
 (c)    Involuntary Bankruptcy, Etc.
The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of sixty (60) consecutive days. 
 5.    Conversion 

(a)    Optional Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts
outstanding under this Note (or any portion thereof), up to U.S. $1.0 million in the aggregate, may be converted into whole warrants to purchase Class A ordinary shares of the Maker at a conversion price (the “Conversion
Price”) per warrant (“Warrants”) equal to U.S. $1.00. If the Payee elects such conversion, the terms of such Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee in the
private placement (the “Private Placement Warrants”) that closed on September 21, 2016 in connection with the Maker’s initial public offering that closed on September 21, 2016 (the “IPO”), including
that each Warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants.. Before this Note may be converted under this
Section 5(a), the Payee shall surrender this Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of this Note to be converted and the name or names in which the certificates for Warrants
are to be issued (or the book-entries to be made to reflect ownership of such Warrants with the Maker’s transfer agent); provided that such amount is no greater than U.S. $1.0 million. The conversion shall be deemed to have been
made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such
Warrants as of such date. Each such newly-issued Warrant shall include a restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and Class A ordinary shares issuable upon exercise of the
Warrants shall constitute “Restricted Securities” pursuant to that certain Registration Rights Agreement, dated September 15, 2016, among the Maker, the Payee and certain other security holders named therein. 

(b)    Remaining Principal. All accrued and unpaid principal of this Note that is not then converted into Warrants,
shall continue to remain outstanding and to be subject to the conditions of this Note. 
 (c)    Fractional Warrants;
Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants to the Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained by
multiplying the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section 5(c), this Note shall be cancelled and
void without further action of the Maker or the Payee, and the Maker shall be forever released from all its obligations and liabilities under this Note. 

6.    Remedies. 

(a)    Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice
to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 

(b)    Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this
Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee. 







 7.    Waivers. The Maker and all endorsers and guarantors of, and sureties
for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all
benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued
hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee. 
 8.    Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or
modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the
Maker’s liability hereunder. 
 9.    Notices. All notices, statements or other documents which are required or
contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to
such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail. 

10.    Construction. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK. 
 11.    Severability. Any provision contained in
this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

12.    Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title,
interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and
the proceeds of the sale of the Private Placement Warrants were deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO on September 19,
2016, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever. 

13.    Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the
written consent of the Maker and the Payee. 
 14.    Successors and Assigns. Subject to the restrictions on transfer
in Sections 15 and 16 below, the rights and obligations of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with
the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. 

15.    Transfer of this Note or Securities Issuable on Conversion. With respect to any sale or other disposition of
this Note or securities into which this Note may be converted, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together with (i) except for a Permitted Transfer, in which case the
requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory to the Maker in form and substance from counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution may be








 
effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to the
Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, the Maker, as promptly as
practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the note delivered to the Maker. If a determination has been made pursuant to this Section 15
that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been
made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in order to
ensure compliance with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books
maintained for such purpose by or on behalf of the Maker. Prior to presentation of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all
payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall have the
same meaning as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement, dated September 15, 2017, among the Maker, the Payee and the other parties thereto. 

16.    Acknowledgment. The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and
not with a view to, or for resale in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial risk. The Payee has experience as an investor in securities of companies and acknowledges
that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in this
Note and protecting its own interests in connection with this investment. 
 [Signature page follows] 







 IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note
to be duly executed by the undersigned as of the day and year first above written. 
  

			
	SABAN CAPITAL ACQUISITION CORP.
		
	By:	 	 /s/ Adam Chesnoff

	Name:	 	Adam Chesnoff
	Title:	 	President and Chief Executive Officer


 Acknowledged and agreed as of the day and year first above written. 

 

			
	SABAN SPONSOR LLC
		
	By:	 	 /s/ Fred Gluckman

	Name:	 	Fred Gluckman
	Title:	 	Authorized Signatory








 SCHEDULE A 

Subject to the terms and conditions set forth in the Note to which this schedule is attached to, the principal balance due under the Note
shall be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note. 
  

							
	 Date
	 	 Drawing
	 	 Interest Earned
	  	 Principal
Balance