Exhibit 10.4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION AGREEMENT (this "Agreement") is made as of May 14, 2003
(the "Effective Date") by and between LIONS GATE ENTERTAINMENT CORP., a British
Columbia corporation (the "Company"), and ENT Holding Corporation, a Delaware
corporation ("Holder").
RECITALS
A. Holder is entering into a Stock Purchase Agreement as of the date of
this Agreement (the "Stock Purchase Agreements") with an existing shareholder of
the Company for the purchase of an aggregate of 2,500,000 common shares of the
Company, no par value per share (the "Common Shares").
B The Company believes it will benefit from having Holder as a shareholder
that will contribute to and support the growth of the Company's business; and
C. To induce Holder to become a shareholder and to enter into a lock-up
agreement with respect to the Common Shares in the form attached as Exhibit A,
the Company is willing to extend to Holder the rights set forth in this
Agreement.
In consideration of the foregoing, the parties agree as follows:
1. OPTIONAL REGISTRATIONS
1.1 Optional Registrations. If at any time or times after the date hereof, the
Company determines to register any of its equity securities for its own
account or the account of any of its shareholders (whether in connection
with a primary offering, a secondary offering or any combination thereof)
under the Securities Act of 1933, as amended (the "Securities Act") (other
than in connection with (a) a registration effected solely to implement an
employee benefit plan or a business combination transaction or any other
similar transaction for which a registration statement on Form S-4 under
the Securities Act or any comparable successor form is applicable and (b)
the registration statement on Form S-2 (file no. 333-104836 filed by the
Company on April 30, 2003), the Company will promptly give written notice
thereof to Holder. In connection with any such registration, if within 30
days after receipt by Holder of such notice, the Company receives a
written request from Holder for the inclusion of some or all of the
Registrable Securities (as defined in Section 1.2) owned by it in such
registration (such request to state the number of Registrable Securities
intended to be disposed of by Holder), the Company will use its reasonable
best efforts to include in such registration under the Securities Act all
Registrable Securities that Holder requested to be registered.
1.2 "Registrable Securities" means (i) the Common Shares held by Holder, and
(ii) any other common shares of the Company issued as (or issuable upon
the conversion or exercise of any warrant, right or other security that is
issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, the shares listed in (i). Such
securities will cease to be Registrable Securities: (A) when a
registration statement with respect to
the sale of such securities has become effective under the Securities Act
and such securities have been disposed of in accordance therewith; or (B)
when such securities may be distributed pursuant to the provisions of Rule
144(k) (or any successor provisions thereto) under the Securities Act.
1.3 Underwriting. Notwithstanding the foregoing, in the case of an
underwritten offering under this Section 1, the Company will not be
required to include any of Holder's securities in the underwritten
offering unless Holder accepts the terms of the underwriting as agreed
upon between the Company and the underwriters.
1.4 Limitations on Amount. Notwithstanding any other provision of this
Agreement, if the managing underwriter, if any, advises Holder and the
Company in writing that marketing factors require a limitation of the
number of securities to be underwritten in any offering effected pursuant
to this Section 1, then the number of securities that may be included in
the underwriting will be allocated: first, to the Company (unless the
registration is initiated by a Prior Holder (as defined in Section 2.2) in
which case the Company may not include any shares in such registration);
second, to the Prior Holders; third, to the Holder and all other holders
of registration rights with respect to Company common shares (which rights
must have been granted at least 30 days before the Company gives the
written notice specified in Section 1.1 to the Holder) pro rata among the
holders of such registration rights (including Holder) in proportion to
the number of shares owned by such holders; and thereafter any additional
shares that may be included in the offering will be allocated pro rata
among other shareholders in proportion to the number of shares proposed to
be included in the registration. Notwithstanding the foregoing, if the
registration is initiated by a third party shareholder with registration
rights, then the number of securities that may be included in the
underwriting will be allocated: first, to the Prior Holder; second, to
such third party shareholder; third to the Company; and thereafter any
additional shares that may be included in the offering will be allocated
pro rata among other shareholders (including Holder) in proportion to the
number of shares proposed to be included in the registration. The
references to the Prior Holders in this Section 1.4 will be effective only
so long as the Prior Holders have registration rights under the Prior
Agreement (as defined in Section 2.2).
1.5 Withdrawal. Holder will have the right to withdraw its request for
inclusion of its Registrable Securities in any registration statement
pursuant to this Section 1 by giving written notice to the Company of its
request to withdraw; provided, however, that such election will be
irrevocable and, after making such election, Holder will no longer have
any right to include Registrable Securities in the registration as to
which such election was made. The Company may withdraw the registration
statement at any time before it becomes effective, provided that the
Company gives prompt notice to Holder.
1.6 Expenses. All expenses incurred by the Company in complying with this
Section 1 (other than underwriting and selling commissions or discounts
attributable to, and transfer taxes assessed on, the Registrable
Securities), including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and
disbursements of
counsel for the Company, Blue Sky fees and expenses and the expense of any
special audits incident to or required by any such registration, will be
borne by the Company.
1.7 Miscellaneous. Without in any way limiting the types of registrations to
which this Section 1 will apply, if the Company effects a "shelf
registration" under Rule 415 promulgated under the Securities Act, or any
other similar rule or regulation ("Rule 415") (other than a shelf
registration effected solely to implement an employee benefit plan or a
transaction to which Rule 145 or any other similar rule of the Securities
and Exchange Commission (the "Commission") under the Securities Act is
applicable), the Company will take all reasonable actions, including,
without limitation, the prompt filing of post-effective amendments, to
permit Holder to dispose of its Registrable Securities in such
registration in accordance with the terms of this Section 1, provided,
that the Company will not have any obligation to keep such "shelf
registration" effective after such time as all other securities available
under such registration are sold.
2. REQUIRED REGISTRATIONS
2.1 Required Registrations. If the Company receives from Holder a written
request that the Company effect the registration of Registrable Securities
under the Securities Act having an aggregate offering price of not less
than $2,500,000, the Company will use its reasonable best efforts to
effect and maintain the registration under the Securities Act of such
Registrable Securities (including at the option of the Holder a
registration statement pursuant to Rule 415 of the Securities Act),
provided, that the Company (i) is not required to maintain the
effectiveness of a registration statement under Rule 415 of the Securities
Act for longer than 120 days after it is declared effective, and (ii) may
use a registration statement on Form S-3, if available, that includes only
those items and that information that is required to be included in Parts
I and II of such Form, and does not include any additional or extraneous
items or information (e.g., a description of the Company or the Company's
business) except to the extent market standards otherwise require to
market the offering and if Form S-3 is not available, a registration
statement on Form S-2 containing only the items required on such Form
except to the extent market standards otherwise require to market the
offering. Notwithstanding the foregoing, the Company will not be obligated
to take any action to effect any registration pursuant to this Section 2.1
(i) prior to the second anniversary of the Effective Date, (ii) after the
Company has effected two registrations pursuant to this Section 2.1, and
such registrations have been declared or ordered effective, (iii) during
the period starting with the date 90 days prior to the Company's good
faith estimate of the date of filing of, and ending on a date 180 days
after the effective date of, a Company- or a Prior Holder-initiated
registration; provided, that the Company is actively employing in good
faith all reasonable efforts to cause such registration statement to
become effective, or (iv) in any particular jurisdiction in which the
Company would be required to execute a general consent to service of
process in effecting such registration unless the Company is already
subject to service in such jurisdiction and except as may be required by
the Securities Act.
2.2 Underwriting. If Holder intends to distribute by means of an underwritten
offering the Registrable Securities that, at its request, are to be
registered, the right of Holder to
include its Registrable Securities in such registration will be
conditioned upon Holder's participation in such underwriting and the
inclusion of Holder's Registrable Securities in the underwriting. Holder
will enter into an underwriting agreement in customary form with the
underwriter or underwriters that the Company selects for such
underwriting. Except for Xxxx Xxxx and Xxxx Xxxx or their permitted
transferees (the "Prior Holders"), who are parties to that certain
Registration Rights Agreement, dated June 6, 2000 (the "Prior Agreement"),
no other shareholder of the Company may include shares in a registration
filed pursuant to this Section 2 without the prior written consent of
Holder.
2.3 Limitations on Amount. Notwithstanding any other provision of this
Agreement, if the managing underwriter, if any, advises Holder and the
Company in writing that marketing factors require a limitation of the
number of securities to be underwritten in any offering effected pursuant
to this Section 2, then the number of securities that may be included in
the underwriting will be allocated: first, to the Holder; second to the
Prior Holders; and thereafter any additional shares that may be included
in the offering shall be allocated to the Company (or at the Company's
discretion to other shareholders), provided, that if the Company, in its
sole discretion (after consultation with its legal advisors), determines
that this provision is inconsistent with any provision of the Prior
Agreement, the Prior Holders shall be allocated shares for inclusion in
such registration statement first and the Holders shall be second or pro
rata as the Prior Agreement shall require. The references to the Prior
Holders in this Section 2.3 will be effective only so long as the Prior
Holders have registration rights under the Prior Agreement.
2.4 Expenses. All expenses incurred by the Company in complying with this
Section 2 (other than underwriting and selling commissions or discounts
attributable to, and transfer taxes assessed on, the Registrable
Securities), including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company, Blue Sky fees and expenses and
the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the
Company, which will be paid in any event by the Company), will be borne by
Holder; provided, however, that if the Company or the Prior Holders
include any shares in a registration the Company will be responsible for
the pro rata share of such expenses based on the percentage of the total
shares registered that the shares that the Company and the Prior Holders
included in the registration represented.
2.5 Postponement. The Company may postpone the filing of any registration
statement requested under this Section 2 for a reasonable period of time,
not to exceed an aggregate of 90 days during any 12 month period, if the
Company has made a good faith, reasonable determination that such filing
would either: (A) require the disclosure of a material transaction and
such disclosure would have a material adverse effect on the Company; or
(B) otherwise have a material adverse effect on the Company because of
unusual market conditions or other circumstances. The Company will not be
required to cause a registration statement requested pursuant to this
Section 2 to become effective prior to 180 days following the effective
date of a registration statement initiated by the Company
or a Prior Holder, if the request of Holder for registration pursuant to
this Section 2 has been received by the Company subsequent to the giving
of written notice by the Company, pursuant to Section 1 hereof, to Holder
to the effect that the Company is commencing to prepare a Company or a
Prior Holder-initiated registration statement; provided, however, that the
Company will use its reasonable best efforts to achieve such effectiveness
promptly following (a) such 180 day period if the request pursuant to this
Section 2 has been made prior to the expiration of such 180 day period or
(b) the withdrawal by the Company of the registration statement. Any
registration effected pursuant to this Section 2 and so designated by
Holder will be subject to this Section 2, regardless of the Securities Act
form on which such registration is effected.
3. FURTHER OBLIGATIONS OF THE COMPANY
Whenever under the preceding sections of this Agreement the Company is
required to register any Registrable Securities, it agrees that it will also:
3.1 Diligently prepare and file with the Commission a registration statement
on the appropriate form under the Securities Act, which registration
statement will comply as to form in all material respects with the
requirements of the applicable form and will include all financial
statements required by the Commission to be filed therewith, and
diligently prepare and file such amendments and supplements to said
registration statement and the prospectus used in connection therewith as
may be necessary to cause such registration statement to become effective
and remain effective for so long as such registration is required to
remain effective pursuant to the terms hereof.
3.2 Furnish to Holder without charge such number of copies of each preliminary
and final prospectus and such other documents as Holder may reasonably
request to facilitate the public offering of his Registrable Securities.
3.3 Make reasonably available for inspection by a representative of, and
counsel for, any underwriter participating in any disposition pursuant to
a registration statement, all relevant financial and other records,
pertinent corporate documents and properties of the Company and cause the
officers, directors and employees of the Company to supply all relevant
information reasonably requested by such representative, counsel or any
such underwriter in connection with any such registration statement.
3.4 Use its reasonable best efforts to register or qualify the securities
covered by said registration statement under the securities or "blue-sky"
laws of such jurisdictions as Holder may reasonably request, provided that
the Company will not be required to register or qualify the securities in
any jurisdictions that require it to qualify to do business or subject
itself to general service of process therein.
3.5 Immediately notify Holder, at any time when a prospectus relating to his
Registrable Securities is required to be delivered under the Securities
Act, of the happening of any event as a result of which such prospectus
contains an untrue statement of a material fact or omits any material fact
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and, at the
request of Holder, prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
3.6 Use its reasonable best efforts to cause all such Registrable Securities
to be quoted on the market or listed on each securities exchange, as
applicable, on which similar securities issued by the Company are then
quoted or listed.
3.7 If requested by Holder in connection with any Required Registration, the
Company will use its reasonable best efforts to cause (a) counsel for the
Company to deliver an opinion relating to the registration statement and
Registrable Securities, in customary form, (b) its officers to execute and
deliver all customary documents and certificates requested by a
representative of Holder or any underwriter, as applicable, and (c) its
independent public accountants to provide a comfort letter in customary
form.
3.8 Otherwise use its reasonable best efforts to comply with all applicable
rules and regulations of the Commission.
4. INDEMNIFICATION; CONTRIBUTION
4.1 By the Company. The Company will indemnify and hold harmless Holder, its
stockholders, officers and directors, any underwriter (as determined in
the Securities Act) for Holder and each person, if any, who controls
Holder or underwriter within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") against
all expenses, claims, losses, damages or liabilities (or actions in
respect thereof), including any of the foregoing incurred in settlement of
any litigation, commenced or threatened, to which they may become subject
under the Securities Act, the Exchange Act or other federal or state law,
insofar as such expenses, claims, losses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement, prospectus,
offering circular or other document, or any amendment or supplement
thereto, incident to any registration, qualification or compliance, (ii)
the omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances in which they were made, not misleading, or
(iii) any violation by the Company of the Securities Act or any rule or
regulation promulgated under the Securities Act applicable to the Company
in connection with a registration, qualification or compliance, and the
Company will reimburse such Holder, stockholder, officer or director,
underwriter or controlling person for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or
defending any claim, loss, damage, liability or action, provided that the
Company will not be liable in any case to the extent that any claim, loss,
damage, liability or expense arises
out of or is based on any Violation made in reliance upon and in
conformity with written information furnished to the Company by such
Holder, stockholder, officer, director, underwriter or controlling person
of such Holder and stated to be specifically for use therein; provided
further that the indemnity agreement contained in this Section 4.1 shall
not apply to amounts paid in settlement of any such claim, loss, damage,
liability or expense if such settlement is effected without the consent of
the Company (which consent shall not be unreasonably withheld).
4.2 By Holder. Holder will indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed the registration
statement, each person, if any, who controls the Company within the
meaning of the Securities Act, any underwriter and any other person
selling securities under such registration statement or any of such other
person's stockholders, directors or officers or any person who controls
such other person within the meaning of the Securities Act or the Exchange
Act against all expenses, claims, losses, damages and liabilities (or
actions in respect thereof) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as
such expenses, claims, losses, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by
Holder expressly for use in connection with such registration; and Holder
will pay, as incurred, the Company or any such director, officer,
controlling person, underwriter or other person selling securities under
such registration statement, stockholder, officer, director or controlling
person of such other person for any legal or any other expenses reasonably
incurred in connection with investigating, preparing or defending any
claim, loss, damage, liability or action; provided that the indemnity
agreement contained in this Section 4.2 shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or expense if such
settlement is effected without the consent of Holder (which consent shall
not be unreasonably withheld). Notwithstanding the foregoing, the
liability of Holder under this subsection (b) shall be limited in an
amount equal to the net proceeds from the shares sold by Holder.
4.3 Indemnification Procedures. Promptly after receipt by an indemnified party
under this Section 4 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party
under this Section 4, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party will have the right
to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties, and the
indemnified party may participate in such defense at such party's expense;
provided, however, that an indemnified party (together with all other
indemnified parties that may be represented without conflict by one
counsel) will have the right to retain one separate counsel, with the
reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, if
materially prejudicial to its ability to defend such action, will relieve
such indemnifying party of any liability to the indemnified party under
this Section 4, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 4.
4.4 Contribution. If the indemnification provided for in Section 4.1 or
Section 4.2 above for any reason is held by a court of competent
jurisdiction to be unavailable to an indemnified party in respect of any
losses, claims, damages, expenses or liabilities, then each indemnifying
party under this Section 4, in lieu of indemnifying such indemnified party
thereunder, will contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, expenses or
liabilities: (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and Holder from the offering
(and the relative benefits received by the Holder shall be deemed to be an
amount equal to the net proceeds from the shares sold by Holder); or (ii)
if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the
relative fault of the Company and Holder in connection with the
Violation(s) that resulted in such losses, claims, damages, expenses or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company and Holder will be deemed to be
in the same respective proportions as the net proceeds from the offering
(before deducting expenses) received by the Company and Holder, in each
case as set forth in the table on the cover page of the applicable
prospectus, bear to the aggregate public offering price. The relative
fault of the Company and Holder will be determined by reference to, among
other things, whether the Violation relates to information supplied by the
Company or Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The Company and Holder agree that it would not be just and
equitable if contribution pursuant to this Section 4.3 were determined by
pro rata or per capita allocation or by any other method of allocation
that does not take account of the equitable considerations referred to in
the immediately preceding paragraph. No person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) will be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.
4.5 Survival. The obligations of the Company and Holder under this Section 4
will survive until the fifth anniversary of the completion of any offering
of Registrable Securities in a registration statement, regardless of the
expiration of any statutes of limitation or extensions of such statutes.
4.6 Miscellaneous. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in this
Section 4 will be deemed to
include, subject to the limitations set forth above, any reasonable legal
or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
5. TERMINATION.
The registration rights provided in this Agreement will terminate once, in
the opinion of counsel to the Company, all Registrable Securities may be sold
under Rule 144 of the Securities Act in a continuous three month period.
6. RULE 144 REQUIREMENTS
For so long as it remains subject to the reporting requirements of either
Section 13 or 15(d) of the Exchange Act, the Company will use its reasonable
best efforts to file with the Commission such information as the Commission may
require under either of said Sections; and in such event, the Company will use
its reasonable best efforts to provide such current public information as may be
required as a condition to the availability of Rule 144 under the Securities Act
(or any successor or similar exemptive rules hereafter in effect).
7. TRANSFER OF REGISTRATION RIGHTS
The registration rights of Holder under this Agreement may not be
transferred to any transferee of the Registrable Securities without the prior
written consent of the Company.
8. MARKET STAND-OFF
Holder agrees, if requested by any underwriter, not to sell or otherwise
transfer or dispose of any securities of the Company held by it for up to 90
days (unless the managing underwriter (if any) reasonably requests a longer
period not to exceed 180 days) following the effective date of any registration
statement of the Company filed under the Securities Act and in which Holder
participates pursuant to this Agreement, subject to the condition that all
directors and executive officers of the Company enter into similar agreements.
9. REPRESENTATIONS AND WARRANTIES
9.1 The Company represents and warrants to Holder as follows:
9.1.1 the Company is duly organized, validly existing and in good standing
in its jurisdiction of organization and has all requisite power and
authority to enter into and perform this Agreement;
9.1.2 the execution, delivery and performance of this Agreement by the
Company has been duly authorized by all necessary action on the part of
the Company;
9.1.3 this Agreement has been duly executed and delivered; and
9.1.4 the execution, delivery and performance by the Company of this
Agreement does not and will not result in any violation of and will not
conflict with or result in a breach of any of the terms of or constitute a
default under (i) any provision of law, rule or regulation to which the
Company is subject, (ii) the charter or other organizational documents of
the Company, (iii) any mortgage, indenture, agreement, instrument,
judgment, decree, order or other restriction to which the Company is a
party or by which its assets are bound.
9.2 Holder represents and warrants to the Company that:
9.2.1 Holder is duly organized, validly existing and in good standing in
its jurisdiction of organization and has all requisite power and authority
to enter into and perform this Agreement;
9.2.2 the execution, delivery and performance of this Agreement by Holder
has been duly authorized by all necessary action on the part of Holder;
9.2.3 this Agreement has been duly executed and delivered; and
9.2.4 the execution, delivery and performance by Holder of this Agreement
does not and will not result in any violation of and will not conflict
with or result in a breach of any of the terms of or constitute a default
under (i) any provision of law, rule or regulation to which Holder is
subject, (ii) the charter or other organizational documents of Holder,
(iii) any mortgage, indenture, agreement, instrument, judgment, decree,
order or other restriction to which Holder is a party or by which its
assets are bound.
10. MISCELLANEOUS
10.1 Future Registration Rights Agreements. The Company agrees that it will not
after the date of this Agreement grant any registration rights to any
other person on terms more favorable than those granted to the Holder
hereunder.
10.2 Survival of Covenants. All covenants and agreements contained in this
Agreement by or on behalf of any of the parties hereto will bind and inure
to the benefit of the respective permitted successors and assigns of the
parties hereto whether so expressed or not.
10.3 Notices and Demands. Any notice, request, demand or other communication
which is required or permitted under this Agreement will be in writing and
will be deemed to have been duly given (a) when received if personally
delivered, (b) when transmitted if transmitted by facsimile only during
the recipient's normal business hours unless arrangements have otherwise
been made to receive such notice by telex or telecopy outside of normal
business hours, with confirmation of successful transmission received by
the sender, (c) the day after it is sent, if sent for next day delivery to
a domestic address by recognized overnight delivery service (e.g., DHL,
UPS or Federal Express); and (d) upon receipt, if sent by certified or
registered mail, return receipt requested. In each case notice will be
sent as indicated below:
If to Holder, to:
ENT Holding Corporation
0000 Xxxxxxx Xxxx Xxxx Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx XxXxxxxxx
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxx & XxXxxxxx
000 Xxxxx Xxxxx Xxxxxx Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
Facsimile: (000) 000-0000
If to the Company, to:
Lions Gate Entertainment Corp.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx xxx Xxx, XX 00000
Attention: Xxxxx Xxxxx
Facsimile: (000) 000-0000
With a copy to:
O'Melveny & Xxxxx LLP
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
10.4 Governing Law. This Agreement will be deemed to be a contract made under,
and will be construed in accordance with, the internal laws of the State
of Delaware.
10.5 Severability. If any provision of this Agreement will be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability will attach only to such provision and will not in any
manner affect or render illegal, invalid or unenforceable any other
provision of this Agreement, and this Agreement will be carried out as if
any such illegal, invalid or unenforceable provision were not contained
herein.
10.6 Successors and Assigns. This Agreement will inure to the benefit and be
binding on the permitted successors, assigns and transferees of each of
the parties.
10.7 Amendment. This Agreement may be amended only with the prior written
consent of the Company and Holder.
10.8 Counterparts. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed will be deemed to be an original and all of which taken together
will constitute one and the same agreement.
10.9 Headings. The headings in this Agreement are for convenience of reference
only and do not limit or otherwise affect the meaning hereof.
10.10 Interpretation. The parties acknowledge that each party has been
represented by counsel in connection with this Agreement and the
transactions contemplated by this Agreement. No provision of this
Agreement will be construed against or interpreted to the disadvantage of
any party hereto by any court or other governmental or judicial authority
by reason of such party having or being deemed to have structured or
dictated such provision.
10.11 Further Assurances. Each party agrees to cooperate fully with the other
party, to take such actions, to execute such further instruments,
documents and agreements, and to give such further written assurances, as
may be reasonably requested by the other party to evidence and reflect the
transactions described herein and contemplated hereby, and to carry into
effect the intents and purposes of this Agreement.
10.12 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties
hereto with respect to their registration rights with respect to any
securities of the Company or any of its subsidiaries or affiliates. There
are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein with respect to the Registrable
Securities.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement that will be effective as of the Effective Date.
Lions Gate Entertainment Corp.
By:__________________________
Name:
Title:
ENT Holding Corporation
By:__________________________
Name:
Title:
