AMENDMENT TO VOTING AND STANDSTILL AGREEMENT dated as of May 13, 2024 among LIONS GATE ENTERTAINMENT CORP., LIONSGATE STUDIOS CORP., LIBERTY GLOBAL VENTURES LIMITED, DISCOVERY LIGHTNING INVESTMENTS LTD., MHR FUND MANAGEMENT, LLC, LIBERTY GLOBAL LTD.,...Voting and Standstill Agreement • May 14th, 2024 • Lionsgate Studios Corp. • Services-motion picture & video tape production
This AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (this “Amendment”) dated as of May 13, 2024 among MHR Fund Management, LLC, a Delaware limited liability company (“Mammoth”), the affiliated funds of Mammoth party hereto (the “Mammoth Funds”), Liberty Global Ventures Limited (f/k/a 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”), Lions Gate Entertainment Corp., a corporation organized under the laws of British Columbia, Canada (subject to Section 1.02(b) thereto, “LGEC”), Lionsgate Studios Corp., a corporation organized under the laws of British Columbia, Canada (“Pubco”), Liberty Global Ltd. (f/k/a Liberty Global plc), a Bermuda exempted company limited by shares (“Leopard Parent”), and Warner Bros. Discovery, Inc. (f/k/a Discovery Communications, Inc.), a Delaware corporation (“Dragon Parent” and, together
ContractThe Business Combination Agreement • May 14th, 2024 • Lionsgate Studios Corp. • Services-motion picture & video tape production
AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT, dated as of May 9, 2024 (“Amendment No. 2”), by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company, SEAC II Corp., a Cayman Islands exempted company, SEAC MergerCo, a Cayman Islands exempted company, 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability company, Lions Gate Entertainment Corp., a British Columbia corporation, LG Sirius Holdings ULC, a British Columbia unlimited liability company and LG Orion Holdings ULC, a British Columbia unlimited liability company (collectively, the “Parties”). Capitalized terms not defined herein shall have the meaning given to them in the Business Combination Agreement (as defined below).
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 14th, 2024 • Lionsgate Studios Corp. • Services-motion picture & video tape production • New York
This REVOLVING CREDIT AGREEMENT, dated as of May 13, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among LGAC International LLC, a Delaware limited liability company (“Lionsgate”), and Lions Gate Capital Holdings 1, Inc., a Delaware corporation (“Starz”) (Lionsgate and Starz may be individually referred to herein as a “Party” and together as the “Parties”).
SEPARATION AGREEMENTSeparation Agreement • May 14th, 2024 • Lionsgate Studios Corp. • Services-motion picture & video tape production • Delaware
This SEPARATION AGREEMENT, dated as of May 8, 2024 (this “Agreement”), is by and between Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“Parent”), LG Sirius Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada (“HoldCo”) and LG Orion Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada (“StudioCo”).
SHARED SERVICES AND OVERHEAD SHARING AGREEMENTShared Services and Overhead Sharing Agreement • May 14th, 2024 • Lionsgate Studios Corp. • Services-motion picture & video tape production • California
This AGREEMENT (this “Agreement”) is made effective as of May 9, 2024 (the “Effective Date”), by and between Lions Gate Entertainment Corp., a British Columbia corporation (“LG Parent”), and LG Orion Holdings ULC, a British Columbia unlimited liability company (“StudioCo” or, following the consummation of the Business Combination, “Pubco” ) (LG Parent and StudioCo collectively, the “Parties” and each a “Party”).
RE: Employment AgreementConsulting Services Agreement • May 14th, 2024 • Lionsgate Studios Corp. • Services-motion picture & video tape production
On behalf of Lions Gate Entertainment Corp. (the “Company” or “Lions Gate”), this agreement (“Agreement”) shall confirm the terms of your employment by the Company. We refer to you herein as “Employee.” The terms of Employee’s employment are as follows:
INVESTOR RIGHTS AGREEMENT dated as of May 13, 2024 among MHR FUND MANAGEMENT, LLC, LIBERTY GLOBAL VENTURES LIMITED, DISCOVERY LIGHTNING INVESTMENTS LTD., LIONSGATE STUDIOS CORP., LIBERTY GLOBAL LTD., WARNER BROS. DISCOVERY, INC. and the Mammoth Funds...Investor Rights Agreement • May 14th, 2024 • Lionsgate Studios Corp. • Services-motion picture & video tape production • New York
INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of May 13, 2024 among MHR Fund Management, LLC, a Delaware limited liability company (“Mammoth”), Liberty Global Ventures 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”), Lionsgate Studios Corp., a corporation organized under the laws of British Columbia, Canada (the “Company”), Liberty Global Ltd., an exempted company limited by shares organized under the laws of Bermuda (“Leopard Parent”), Warner Bros. Discovery, Inc. (f/k/a Discovery Communications, Inc.), a Delaware corporation (“Dragon Parent” and, together with Mammoth and Leopard Parent, the “Investors” and each, an “Investor”), and the affiliated funds of Mammoth party hereto (the “Mammoth Funds”).
