AMENDMENT TO VOTING AND STANDSTILL AGREEMENT dated as of June 30, 2016 among LIONS GATE ENTERTAINMENT CORP., LIBERTY GLOBAL INCORPORATED LIMITED, DISCOVERY LIGHTNING INVESTMENTS LTD., JOHN C. MALONE, MHR FUND MANAGEMENT, LLC, LIBERTY GLOBAL PLC,...

Exhibit 99.10

AMENDMENT TO

VOTING AND STANDSTILL AGREEMENT

dated as of

June 30, 2016

among

LIONS GATE ENTERTAINMENT CORP.,

LIBERTY GLOBAL INCORPORATED LIMITED,

DISCOVERY LIGHTNING INVESTMENTS LTD.,

XXXX X. XXXXXX,

MHR FUND MANAGEMENT, LLC,

LIBERTY GLOBAL PLC,

DISCOVERY COMMUNICATIONS, INC.

and

the Mammoth Funds (as defined herein)

VOTING AND STANDSTILL AGREEMENT

This AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (this “Amendment”) dated as of June 30, 2016 among MHR Fund Management, LLC, a Delaware limited liability company (“Mammoth”), the affiliated funds of Mammoth party hereto (the “Mammoth Funds”), Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales (“Leopard”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (“Dragon”), Xxxx X. Xxxxxx (“M”), Lions Gate Entertainment Corp., a corporation organized under the laws of British Columbia, Canada (subject to Section 1.02(b) thereto, the “Company”), Liberty Global plc, a public limited company organized under the laws of England and Wales (“Leopard Parent”), and Discovery Communications, Inc., a Delaware corporation (“Dragon Parent” and, together with Mammoth, Leopard Parent and M, the “Investors” and each, an “Investor”) (collectively the “Parties”).

W I T N E S S E T H :

WHEREAS, the Parties entered into a Voting and Standstill Agreement, dated as of November 10, 2015 (the “Agreement”; capitalized terms used but not defined herein shall have the meanings set forth in the Agreement); and

WHEREAS, the Company, Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (“Orion”), and Starz, a Delaware corporation, are entering into an Agreement and Plan of Merger, dated as of June 30, 2016, (the “Merger Agreement”, and the transactions contemplated therein, the “Merger”) upon the terms and subject to the conditions in force on such date; and

WHEREAS, the Company and Orion are entering into a Stock Exchange Agreement, dated as of June 30, 2016, with the stockholders listed on Schedule 1 thereto (the “2016 Exchange Agreement”), upon the terms and subject to the conditions in force on such date; and

WHEREAS, in connection with the Merger Agreement and the 2016 Exchange Agreement, the Parties desire to amend the Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

1. Initial Excess Securities. The definition of “Initial Excess Securities” is amended to replace the reference to “13.5% of the Total Voting Power” therein with “the greater of (a) 13.5% of the Total Voting Power and (b) if either the Merger (as defined in the Merger Agreement) or the Exchange (as defined in the Stock Exchange Agreement, dated as of June 30, 2016, by and among the Company, Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and the stockholders listed on Schedule 1 thereto) occurs, the lesser of (i) 14.2% of the Total Voting Power and (ii) that percentage of the Total Voting Power that the LDM Investors and their respective Affiliates and any Person that is a member of a group with any such Persons shall have immediately following the consummation of the Merger or the Exchange, as the case may be”.

2. Standstill. The following words shall be added at the end of Section 2.01(a) of the Agreement: “; provided, further, that any LDM Investor shall be permitted to acquire Parent Non-Voting Stock (as defined in the Merger Agreement) pursuant to the transactions contemplated by the Merger Agreement, dated as of June 30, 2016 (the “Merger Agreement”), by and among the Company, Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and Starz, a Delaware corporation.”

3. Definitions.

(a) The definition of Common Share is amended to add the following words at the end: “, including, for the avoidance of doubt, the Parent Voting Stock and the Parent Non-Voting Stock (in each case as defined in the Merger Agreement).”

(b) The definition of Voting Securities is amended to add the following words after “Common Shares”: “entitled to vote in the election of directors of the Company”.

4. No Other Changes. All terms of the Agreement, except as amended by this Amendment, remain in full force and effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

LIBERTY GLOBAL INCORPORATED LIMITED
By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorised Signatory
LIBERTY GLOBAL PLC
By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorised Signatory
For Notices: Liberty Global plc Xxxxxxx Xxxxx 000 Xxxxxxxxxxx Xxxx Xxxxxx X0 0XX Xxxxxx Xxxxxxx Attention: General Counsel, Legal Department Fax: x00 00 0000 0000 E-mail: [Redacted]
with a copy to:
Liberty Global, Inc. 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000 Attention: General Counsel, Legal Department Facsimile No.: (000) 000-0000 E-mail: [Redacted]
with a copy (which shall not constitute notice) to:
Shearman & Sterling LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx Facsimile No.: (000) 000-0000 E-mail: xxxxx@xxxxxxxx.xxx

Signature Page to Amendment to Standstill and Voting Agreement

DISCOVERY COMMUNICATIONS, INC.
By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Chief Development, Distribution and Legal Officer
For Notices: Discovery Communications, LLC 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention:  Xxxxx Xxxxxxxx, Chief Development, Distribution and Legal Officer Facsimile No.: (000) 000-0000 E-mail: [Redacted]
with a copy (which shall not constitute notice) to:
Debevoise & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxxx Facsimile No.: (000) 000-0000 E-mail: xxxxxxxxxx@xxxxxxxxx.xxx

Signature Page to Amendment to Standstill and Voting Agreement

DISCOVERY LIGHTNING INVESTMENTS LTD.
By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Chief Development, Distribution and Legal Officer
For Notices: Discovery Lightning Investments, Ltd Chiswick Park Building 2 000 Xxxxxxxx Xxxx Xxxx Xxxxxx X0 0XX Attention: Xxxxxx Xxxxxx, SVP DNI Finance and Director Facsimile: x00 00 0000 0000 E-mail: As Provided Previously
with a copy to:
Discovery Communications, LLC 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention:  Xxxxx Xxxxxxxx, Chief Development, Distribution and Legal Officer Facsimile No.: (000) 000-0000 E-mail: As Provided Previously
with a copy (which shall not constitute notice) to:
Debevoise & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxxx Facsimile No.: (000) 000-0000 E-mail: xxxxxxxxxx@xxxxxxxxx.xxx

Signature Page to Amendment to Standstill and Voting Agreement

MHR FUND MANAGEMENT, LLC
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory

For Notices: MHR Fund Management LLC 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxx Facsimile No.: (000) 000-0000 Email: xxxxxx@xxxxxxx.xxx
with a copy (which shall not constitute notice) to:
Xxxxx Xxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Attention:		Xxxxxxx Xxxxx
		Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
E-mail:		xxxxxxx.xxxxx@xxxxxxxxx.xxx
		xxxxx.xxxxx@xxxxxxxxx.xxx

Signature Page to Amendment to Standstill and Voting Agreement

MHR Capital Partners Master Account LP
By:		MHR Advisors LLC, its general partner
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory
MHR Capital Partners (100) LP
By:		MHR Advisors LLC, its general partner
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory
MHR Institutional Partners II LP
By:		MHR Institutional Advisors II LLC, its general partner
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory
MHR Institutional Partners IIA LP
By:		MHR Institutional Advisors II LLC, its general partner
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory

Signature Page to Amendment to Standstill and Voting Agreement

MHR Institutional Partners III LP
By:		MHR Institutional Advisors III LLC, its general partner
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory

Signature Page to Amendment to Standstill and Voting Agreement

/s/ Xxxx X. Xxxxxx

Xxxx X. Xxxxxx

For Notices:

Xxxx X. Xxxxxx

00000 Xxxxxxx Xxxx., 0xx Xxxxx

Xxxxxxxxx, XX 00000

Facsimile No.: (000) 000-0000

Email: As Provided Previously

with a copy (which shall not constitute notice) to:

Xxxxxxx & Xxxxxx L.L.C.

000 00xx Xxxxxx, Xxxxx 0000

Xxxxxx, XX 00000

Attention: Xxxxxx X. Xxxxxx

Facsimile No.: (000) 000-0000

Email: xxxxxxx@xxxxxxxxxxxxx.xxx

Signature Page to Amendment to Standstill and Voting Agreement

Lions Gate Entertainment Corp.
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		General Counsel and Chief Strategy Officer
For Notices:
Lions Gate Entertainment Corp. 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxx, General Counsel and Chief Strategic Officer Facsimile No.: (000) 000-0000 E-mail: xxxxxx@xxxxxxxxx.xxx
with a copy (which shall not constitute notice) to:
Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx XX, XX 00000 Attention: Xxxxx X. Xxxxxxx Facsimile No.: 212-403-2000 E-mail: XXXxxxxxx@xxxx.xxx

Signature Page to Amendment to Standstill and Voting Agreement