EX-10.5



 Exhibit 10.5 

EXECUTION VERSION 
 SPONSOR
WARRANTS PURCHASE AGREEMENT 
 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”). 
 WHEREAS: 

The Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit
consisting of one Class A Ordinary Share of the Company, par value $0.0001 per share (each, a “Share”), and one-half of one warrant; 

Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share; and 

The Purchaser has agreed to purchase an aggregate of 6,700,000 warrants (or up to 7,000,000 warrants if the over-allotment option in
connection with the Public Offering is exercised in full) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share. 

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows: 

AGREEMENT 
 Section
1. Authorization, Purchase and Sale; Terms of the Sponsor Warrants. 
 A. Authorization of the Sponsor
Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser. 
 B.
Purchase and Sale of the Sponsor Warrants. 
 (i) On the date of the consummation of the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,700,000 Sponsor Warrants at a
price of $1.00 per warrant for an aggregate purchase price of $6,700,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date
in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option,
shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. 







 (ii) On the date of the consummation of the closing of the over-allotment option in connection
with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial
Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 300,000 Sponsor Warrants at a price of $1.00 per
warrant for an aggregate purchase price of up to $300,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of
immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the
Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name
to the Purchaser or effect such delivery in book-entry form. 
 C. Terms of the Sponsor Warrants. 

(i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in
connection with the Public Offering (a “Warrant Agreement”). 
 (ii) At the time of the closing of the Public
Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Sponsor Warrants and the Shares underlying the Sponsor Warrants. 
 Section 2. Representations and Warranties of the
Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing
Date) that: 
 A. Organization and Corporate Power. The Company is an exempted company duly incorporated,
validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial
condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement. 

B. Authorization; No Breach.

(i) The execution, delivery and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company as of the
Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this
Agreement, the Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates. 

  
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 (ii) The execution and delivery by the Company of this Agreement and the Sponsor Warrants,
the issuance and sale of the Sponsor Warrants, the issuance of the Shares upon exercise of the Sponsor Warrants and the fulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the
Closing Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital
or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the
memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or
any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws. 

C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the
register of members of the Company, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Sponsor Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and
payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Sponsor Warrants and the Shares issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any
kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions
of the Purchaser. 
 D. Governmental Consents. No permit, consent, approval or authorization of, or
declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby. 

Section 3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this
Agreement and issue and sell the Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that: 

A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary
to carry out the transactions contemplated by this Agreement. 
 B. Authorization; No Breach. 

(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or
law). 
 (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


  
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 C. Investment Representations. 

(i) The Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Shares issuable upon such exercise
(collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. 

(ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”). 
 (iii) The Purchaser understands that the Securities are
being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the
Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. 

(iv) The Purchaser decided to enter into this Agreement not as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) under the Securities Act. 
 (v) The Purchaser has been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and
directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision with respect to the acquisition of the Securities. 
 (vi) The Purchaser understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon
or endorsed the merits of the offering of the Securities. 
 (vii) The Purchaser understands that: (a) the Securities have not been and
are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) in a registered transaction or (2) sold in reliance on an exemption therefrom; and (b) except
as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and


  
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conditions of any exemption thereunder. In this regard, the Purchaser understands that the Securities and Exchange Commission (the “SEC”) has taken the position that
promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check
company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold
only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. 

(viii) The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities
in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which
would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. 
 Section
4. Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following
conditions: 
 A. Representations and Warranties. The representations and warranties of the Company
contained in Section 2 shall be true and correct at and as of such Closing Date as though then made. 

B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date. 

C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the
consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement. 
 D. Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser. 
 Section
5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

 A. Representations and Warranties. The representations and warranties of the Purchaser contained in
Section 3 shall be true and correct at and as of such Closing Date as though then made. 

  
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 B. Performance. The Purchaser shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date. 

C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the
consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement. 
 D. Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company. 
 Section
6. Termination. This Agreement may be terminated at any time after December 31, 2016 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public
Offering does not occur prior to such date. 
 Section 7. Survival of Representations and Warranties. All of the
representations and warranties contained herein shall survive each Closing Date. 
 Section 8. Definitions. Terms used but
not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the SEC, under the Securities Act. 

Section 9. Miscellaneous. 

A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the
contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof. 

B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement. 
 C. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. 

D. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. 

  
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 E. Governing Law. This Agreement shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York. 

F. Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by
a written instrument executed by all parties hereto. 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first
set forth above. 
  

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

		 	 Name:  Adam Chesnoff

		 	 Title:    President and Chief Executive Officer

	
	PURCHASER:
	
	SABAN SPONSOR LLC
		
	By:	 	 /s/ Adam Chesnoff

		 	 Name:  Adam Chesnoff

		 	 Title:    Managing Director



 [Signature page to Sponsor Warrants Purchaser Agreement]