SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Lions Gate Entertainment Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

535919203

(CUSIP Number)

Bryan H. Hall

Executive Vice President

Liberty Global plc

Griffin House, 161 Hammersmith Rd,

London W6 8BS, United Kingdom

+44.208.483.6449 or 303.220.6600

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

June 30, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box.  o

Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  535919203 13D Page 2 of 21 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Liberty Global plc 98-1112770
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) BK, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,000,000 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% (1)(2)
14	TYPE OF REPORTING PERSON (See Instructions) HC

(1) This amount does not reflect the (A) 30,269,229 Common Shares, no par value (the “Shares”), of Lions Gate Entertainment Corp. (the “Issuer”) held by various funds affiliated with MHR Fund Management, LLC (“MHR”) and Mark H. Rachesky (“Dr. Rachesky”), (B) 4,967,695 Shares held by various entities affiliated with John C. Malone (“Dr. Malone”), or (C) 5,000,000 Shares held by a subsidiary of Discovery Communications, Inc. (“Discovery”), of which the reporting persons may be deemed to have beneficial ownership as a result of the Voting and Standstill Agreement.  See Items 5 and 6 of this Schedule 13D.

(2) The calculation of this percentage is based on the 147,227,797 Shares disclosed as outstanding as of May 23, 2016, by the Issuer in its Form 10-K filed with the SEC on May 25, 2016.

CUSIP No.  535919203 13D Page 3 of 21 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Liberty Global Incorporated Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) BK, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,000,000 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% (1)(2)
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1) This amount does not reflect the (A) 30,269,229 Shares held by various funds affiliated with MHR and Dr. Rachesky, (B) 4,967,695 Shares held by various entities affiliated with Dr. Malone, or (C) 5,000,000 Shares held by a subsidiary of Discovery, of which the reporting persons may be deemed to have beneficial ownership as a result of the Voting and Standstill Agreement.  See Items 5 and 6 of this Schedule 13D.

(2) The calculation of this percentage is based on the 147,227,797 Shares disclosed as outstanding as of May 23, 2016, by the Issuer in its Form 10-K filed with the SEC on May 25, 2016.

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on November 20, 2015 (the “Original Schedule 13D”) with respect to the Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined have the same meanings ascribed to them in the Original Schedule 13D.  Unless specifically amended hereby, the disclosure set forth in the Original Schedule 13D remains unchanged.

Item 2. Identity and Background

Item 2 is hereby amended and restated in its entirety as follows:

This Statement is being filed by Liberty Global plc, a public limited company organized under the laws of England and Wales (“Liberty Global”), and Liberty Global Incorporated Limited, a private limited company organized under the laws of England and Wales and a wholly-owned subsidiary of Liberty Global (“LGIL” and, together with Liberty Global, the “Reporting Persons” and each a “Reporting Person”).

The address of the principal office of the Reporting Persons is Griffin House, 161 Hammersmith Rd, London W6 8BS, United Kingdom.

Liberty Global operates internationally with its principal business activities being the provision of video, broadband internet, fixed-line telephony and mobile services.  LGIL is a wholly-owned subsidiary of Liberty Global whose principal business activity is to hold investments, including the Purchased Shares (defined in Item 3 of this Statement), for Liberty Global.

During the last five years, neither of the Reporting Persons (a) has been convicted in a criminal proceeding or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Set forth on Schedule I to this Statement, and incorporated herein by reference, are the (a) name, (b) business address, (c) present principal occupation or employment, (d) name, principal business and address of any corporation or other organization in which such occupation or employment is conducted and (e) citizenship, in each case, of each director and executive officer of the Reporting Persons.

During the last five years, to the best of the knowledge of each Reporting Person, none of Reporting Persons’ directors or executive officers (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The agreement among the Reporting Persons relating to the joint filing of this Statement is included as Exhibit 99.8 to this Statement.

Page 4 of 21 Pages

Item 3. Source and Amount of Funds or Other Considerations

Item 3 is hereby amended and restated in its entirety as follows:

LGIL entered into a Share Purchase Agreement, dated as of November 10, 2015 (the “Share Purchase Agreement”), with Discovery Lightning Investments Ltd. (“DLIL”), certain investment funds (the “Seller Funds”) affiliated with MHR Fund Management, LLC (“MHR”), and, solely for the limited purposes set forth in the Share Purchase Agreement, Liberty Global and Discovery Communications, Inc. (“Discovery”), pursuant to which LGIL purchased 5,000,000 Shares (the “Purchased Shares”) from the Seller Funds for an aggregate purchase price of $195,100,000 (the “Purchase”).

LGIL purchased the Purchased Shares using working capital.  A portion of this working capital was refinanced with funds received by LGIL under a variable pre-paid forward transaction (the “PPV Transaction”) with economic characteristics similar to a collar plus a loan in respect of 2,500,000 of the Purchased Shares pursuant to a confirmation, dated November 12, 2015 (the “PPV Confirmation”), with Bank of America, N.A. (“Bank of America”) supplementing and forming part of an agreement in the form of the ISDA 2002 Master Agreement.  See the description of the PPV Transaction under Item 6 of this Statement, which is incorporated herein by reference.

The foregoing summaries of the terms of the Share Purchase Agreement and the PPV Confirmation do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Purchase Agreement and the PPV Confirmation, respectively, which are included as Exhibit 99.1 and Exhibit 99.2, respectively, to this Statement and are incorporated herein by reference.

Item 4. Purpose of Transaction

Item 4 is hereby amended and restated in its entirety as follows:

The Reporting Persons acquired the Purchased Shares for the purpose of making a commercial investment in the Issuer and in anticipation of a long-term strategic partnership between the Reporting Persons and the Issuer.

In connection with the Purchase, on November 10, 2015, LGIL and Liberty Global entered into an investor rights agreement with MHR, DLIL, the Issuer, Discovery and the Seller Funds (the “Investor Rights Agreement”).  Pursuant to the Investor Rights Agreement, the Issuer agreed to expand the size of its Board of Directors (the “Issuer’s Board”) to 14 members and to appoint (a) Michael T. Fries, President and Chief Executive Officer of Liberty Global, (b) David M. Zaslav, President and Chief Executive Officer of Discovery, and (c) Emily Fine, a Principal of MHR, as directors to fill the resulting vacancies, effective as promptly as practicable on or after November 12, 2015, subject to the terms and conditions thereof.

The Investor Rights Agreement provides that (1) for so long as Liberty Global and Discovery and their respective controlled affiliates beneficially own at least 10,000,000 Shares in the aggregate, the Issuer will include one designee of Liberty Global and one designee of Discovery on its slate of director nominees for election at each future annual meeting of the Issuer’s shareholders and (2) for so long as Liberty Global and Discovery and their respective controlled affiliates beneficially own at least 5,000,000, but less than 10,000,000, Shares in the aggregate, the Issuer will include one designee of Liberty Global and Discovery, collectively, on its slate of director nominees for election at each future annual meeting of the Issuer’s shareholders, selected by (a) Liberty Global, if Liberty Global and its controlled affiliates exceed such 5,000,000-Share threshold but Discovery and its controlled affiliates do not,

Page 5 of 21 Pages

(b) Discovery, if Discovery and its controlled affiliates exceed such 5,000,000-Share threshold but Liberty Global and its controlled affiliates do not, and (c) Liberty Global and Discovery, jointly, if neither Liberty Global nor Discovery (together with their respective controlled affiliates) exceeds such 5,000,000-Share threshold.  Mr. Zaslav counts as a designee of Discovery and Mr. Fries counts as a designee of Liberty Global.

Additional terms of the Investor Rights Agreement are summarized in Item 6 of this Statement.  The foregoing description of the Investor Rights Agreement and the summary of the additional terms of the Investor Rights Agreement set forth in Item 6 of this Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Investor Rights Agreement, which is included as Exhibit 99.5 to this Statement and incorporated herein by reference.

As strategic shareholders, the Reporting Persons may from time to time, through their designee (if any) to the Issuer’s Board or otherwise, and subject to the terms of the Investor Rights Agreement and the Voting and Standstill Agreement (see Item 6 of this Statement), engage in discussions with, and contribute their commercial expertise to, the Issuer’s Board and the Issuer’s management with respect to the management, operations, business, and financial condition of the Issuer and such other matters as the Reporting Persons may deem relevant to their investment in the Shares.

The Reporting Persons may at any time or from time to time determine, either alone or as part of a group, and subject to the terms of the Investor Rights Agreement and the Voting and Standstill Agreement, (a) to acquire additional securities of the Issuer, through open-market purchases, privately negotiated transactions or otherwise, (b) to dispose all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4.  Notwithstanding anything contained herein, each Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters.   In reaching any decision as to its course of action (as well as to the specific elements thereof), each Reporting Person currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to such Reporting Person; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

Other than as set forth in this Statement, neither Reporting Person has any present plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

Page 6 of 21 Pages

(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a) and (b)

The responses of each Reporting Person to Rows (7) through (13) of their respective cover pages to this Statement are incorporated herein by reference.

LGIL holds all 5,000,000 of the Purchased Shares directly.  Because LGIL is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the 5,000,000 Purchased Shares and share voting and dispositive power over the Purchased Shares with LGIL.

The present ability of the Reporting Persons to dispose of the Purchased Shares is limited by the Lock-Up Arrangement and the Starz Voting Agreement (each as defined in Item 6 of this Statement).  The present ability of the Reporting Person to dispose of the Pledged Shares (defined in Item 6 of this Statement) is further limited by the Pledge Agreement (defined in Item 6 of this Statement).  See the descriptions of the Lock-Up Arrangement, the Starz Voting Agreement and the Pledge Agreement in Item 6 of this Statement, which are incorporated herein by reference.

The Reporting Persons are required to vote the Purchased Shares in respect of certain matters in accordance with the Voting and Standstill Agreement and the Starz Voting Agreement.  See the descriptions of the Voting and Standstill Agreement and the Starz Voting Agreement in Item 6 of this Statement, which are incorporated herein by reference.

The beneficial ownership information set forth above does not include any securities of the Issuer beneficially owned by the Seller Funds or their affiliates (including MHR and Mark H. Rachesky, M.D., the Chairman of the Issuer’s Board (“Dr. Rachesky”)), John C. Malone, chairman of the board of directors of Liberty Global (“Dr. Malone”), Discovery or DLIL (together, the “Other Parties”).  As a result of the Investor Rights Agreement and Voting and Standstill Agreement described in Item 6 of this Statement, the Reporting Persons may be deemed to beneficially own and share voting and/or dispositive power over the Shares beneficially owned by the Other Parties and their respective affiliates.  

Page 7 of 21 Pages

Based on Amendment No. 21 to Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2016, by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management, MHR Holdings LLC and Dr. Rachesky, various funds affiliated with MHR Fund Management (including the Seller Funds) and Dr. Rachesky beneficially own an aggregate of 30,269,229 Shares (approximately 20.6% of the total number of Shares outstanding).  Based on a Schedule 13D filed with the SEC on November 20, 2015 by Dr. Malone, various entities affiliated with Dr. Malone beneficially own an aggregate of 4,967,695 Shares (approximately 3.4% of the total number of Shares outstanding).  Based on a Schedule 13D filed with the SEC on November 20, 2015 by Discovery, Discovery and DLIL beneficially own an aggregate of 5,000,000 Shares (approximately 3.4% of the total number of Shares outstanding).

This Statement is not an admission or acknowledgment that the Reporting Persons constitute a “group” within the meaning of Rule 13d-5(b)(1) under the Act with any or all of the Other Parties.

(c)

On November 12, 2015, LGIL consummated the purchase of 5,000,000 Shares for an aggregate purchase price of $195,100,000, or $39.02 per Share, pursuant to the Share Purchase Agreement.  See the description of the Share Purchase Agreement in Item 3 of this Statement, which is incorporated herein by reference.

Also on November 12, 2015, LGIL entered into the PPV Transaction, the Pledge Agreement and the Underwriting Agreement (defined in Item 6 of this Statement) in respect of 2,500,000 of the Purchased Shares.  See the descriptions of the PPV Transaction, the Pledge Agreement and the Underwriting Agreement in Items 3 and 6 of this Statement, which are incorporated herein by reference.

(d)

LGIL is obligated to share with Bank of America the economic benefit of any dividends paid on the Pledged Shares during the term of the pledge.  See the description of the Pledged Shares and the Pledge Agreement in Item 6 of this Statement, which is incorporated herein by reference.

(e)

Not applicable.

Page 8 of 21 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and restated in its entirety as follows:

Share Purchase Agreement

The information set forth in Item 3 of this Statement is incorporated herein by reference.

PPV Confirmation, Pledge Agreement and Underwriting Agreement

The information set forth in Item 3 of this Statement is incorporated herein by reference.

The PPV Transaction is divided into three individual tranches (each a “Tranche”) with each Tranche divided into 25 individual components (each a “Component”) designated by a valuation date; the Components for Tranche 1 are the 25 trading days from July 25, 2019, through August 28, 2019, inclusive; the Components for Tranche 2 are the 25 trading days from October 23, 2020, through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022, through March 1, 2022, inclusive.  On the settlement date for each Component, LGIL will be obligated to deliver to Bank of America, at LGIL’s election, either a number of Shares determined as follows or an equivalent amount in cash (with cash settlement being the default settlement method):

(i) if the volume weighted average trading price per share on the valuation date for the relevant Component (the “Settlement Price”) is less than or equal to $33.167 (the “Forward Floor Price”), 33,334 Shares (or, in the case of the last Component in each Tranche, 33,317 Shares in the case of Tranche 1 and Tranche 2 and 33,318 Shares in the case of Tranche 3) (the “Number of Shares”);

(ii) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 (the “Forward Cap Price”), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and

(iii) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 – ((Forward Cap Price – Forward Floor Price), divided by the Settlement Price)).

In exchange for assuming this obligation, LGIL received a cash payment of $70,889,585.00 as of the date of entering into the PPV Transaction.  LGIL pledged 2,500,000 of the Purchased Shares (the “Pledged Shares”) to Bank of America to secure its obligations under the PPV Transaction pursuant to a pledge agreement, dated as of November 12, 2015 (the “Pledge Agreement”).  In most circumstances, LGIL retains voting rights in the Pledged Shares during the term of the pledge, but LGIL is obligated to share with Bank of America the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by Bank of America.

Page 9 of 21 Pages

LGIL has been advised that Bank of America established its initial hedging short position in relation to the PPV Transaction (as well as in relation to a concurrent collar transaction with respect to shares held by DLIL) in an underwritten public offering of borrowed Shares through J.P. Morgan Securities LLC (the “Underwriter” or “JPMorgan”).  In connection with that underwritten offering, LGIL became a party to the underwriting agreement, dated as of November 12, 2015 (the “Underwriting Agreement”), among the Issuer, Bank of America, the Underwriter and DLIL.  Under the terms of the Underwriting Agreement, LGIL agreed not to sell or otherwise transfer any Shares, subject to exceptions, for 90 days after November 12, 2015, without the prior written consent of the Underwriter.

The foregoing summaries of the terms of the PPV Confirmation, the Pledge Agreement and the Underwriting Agreement are qualified in their entirety by reference to the full text of the PPV Confirmation, the Pledge Agreement and the Underwriting Agreement, respectively, which are included as Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively, to this Statement and are incorporated herein by reference.

Investor Rights Agreement

The information set forth in Item 4 of this Statement is incorporated herein by reference.

The Investor Rights Agreement further provides that (1) for so long as funds affiliated with MHR beneficially own at least 10,000,000 Shares in the aggregate, the Issuer will include three designees of MHR (at least one of whom will be an independent director and will be subject to approval of the Issuer’s Board) on its slate of director nominees for election at each future annual meeting of the Issuer’s shareholders and (2) for so long as funds affiliated with MHR beneficially own at least 5,000,000, but less than 10,000,000, Shares in the aggregate, the Issuer will include one designee of MHR on its slate of director nominees for election at each future annual meeting of the Issuer’s shareholders.  Dr. Rachesky and Ms. Fine count as designees of MHR.

Under the Investor Rights Agreement, Liberty Global and Discovery have agreed that they and their respective controlled affiliates will not sell or transfer any of their Shares to third parties until November 10, 2016 (the “Lock-Up Arrangement”).  Liberty Global and Discovery have further agreed that on and after November 10, 2016, if they or any of their respective controlled affiliates sell or transfer any of their Shares to a shareholder or group of shareholders that beneficially own 5% or more of the Shares, or that would result in a person or group of persons beneficially owning 5% or more of the Shares, any such transferee will be required to agree to the transfer and voting provisions set forth in the Investor Rights Agreement, subject to certain exceptions.

In addition, Liberty Global and Discovery have agreed that they and their respective controlled affiliates will not solicit or hire any members of senior management of the Issuer and its subsidiaries until November 10, 2018, subject to certain exceptions.  The Issuer has also agreed to provide Liberty Global, Discovery and MHR with certain pre-emptive rights on Shares that the Issuer may issue in the future for cash consideration (the “Pre-Emptive Rights”).  Furthermore, the Issuer has agreed that, until November 10, 2020, the Issuer will not adopt or otherwise implement a “poison pill” or “shareholder rights plan” that would prevent Liberty Global, Discovery and Dr. Malone and their respective controlled affiliates from beneficially owning in the aggregate up to 18.5% of the outstanding voting power in the Issuer.

Page 10 of 21 Pages

In connection with the execution of the Starz Merger Agreement (as defined below), on June 30, 2016, LGIL and Liberty Global entered into an amendment to the Investor Rights Agreement with MHR, DLIL, the Issuer, Discovery and the Seller Funds (the “Amendment to the Investor Rights Agreement”), pursuant to which (a) the Issuer has agreed to hold a meeting of its shareholders to seek approval of any issuance of Shares to Liberty Global, Discovery and MHR pursuant to their Pre-Emptive Rights that occurs in the five-year period following the date of such meeting (the “New Issuance Approval”), and (b) Liberty Global, Discovery and MHR have each agreed to vote all of the Shares beneficially owned by them and their respective controlled affiliates in favor of the New Issuance Approval.

The foregoing description of the Investor Rights Agreement, as amended by the Amendment to the Investor Rights Agreement, and the summary of certain other terms of the Investor Rights Agreement set forth in Item 4 of this Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Investor Rights Agreement and the Amendment to the Investor Rights Agreement, which are included as Exhibit 99.5 and 99.9, respectively, to this Statement and incorporated herein by reference.

Voting and Standstill Agreement

In connection with the Purchases, on November 10, 2015, LGIL and Liberty Global entered into a voting and standstill agreement with the Issuer, Discovery, DLIL, Dr. Malone, MHR and the Seller Funds (the “Voting and Standstill Agreement”).  Under the Voting and Standstill Agreement, Liberty Global, Discovery and Dr. Malone have agreed that, until November 10, 2020 (the “Standstill Period”), they and their controlled affiliates will not acquire additional voting securities of the Issuer that would result in such persons beneficially owning in the aggregate more than 18.5% of the outstanding voting power in the Issuer. Although the Shares beneficially owned by each of Liberty Global, Discovery and Dr. Malone will be aggregated for purposes of determining compliance with such ownership restriction, Liberty Global does not have any agreement with Discovery or Dr. Malone regarding such ownership restriction.

During the Standstill Period, Liberty Global, Discovery and Dr. Malone have each agreed to vote, in any vote of the Issuer’s shareholders, all of the Shares beneficially owned by them and their respective controlled affiliates in excess of 13.5% of the Issuer’s outstanding voting power in the aggregate (the “Initial Threshold Amount”) in the same proportion as the votes cast by shareholders other than Liberty Global, Discovery, Dr. Malone and their respective affiliates.  After the expiration of the Standstill Period, Liberty Global, Discovery and Dr. Malone have agreed to vote, in any vote of the Issuer’s shareholders on a merger, amalgamation, plan of arrangement, consolidation, business combination, third party tender offer, asset sale or other similar transaction involving the Issuer or any of the Issuer’s subsidiaries (and any proposal relating to the issuance of capital, any increase in the authorized capital or, subject to certain exceptions, any amendment to any constitutional documents in connection with any of the foregoing), all of the Shares beneficially owned by them and their respective controlled affiliates in excess of 18.5% of the Issuer’s outstanding voting power in the aggregate in the same proportion as the votes cast by shareholders other than Liberty Global, Discovery, Dr. Malone and their respective affiliates.

Page 11 of 21 Pages

In addition, Liberty Global, Discovery, Dr. Malone and MHR have agreed that for so long as any of them have the right to nominate at least one representative to the Issuer’s Board, each of them will vote all of the Shares owned by them and their respective controlled affiliates in favor of each of the other’s respective director nominees, subject to certain exceptions set forth in the Voting and Standstill Agreement.  Furthermore, Liberty Global, Discovery, Dr. Malone and MHR have agreed that, through the first anniversary of the Issuer’s 2016 Annual Meeting of Shareholders, each of them will take any and all action necessary to propose and support the continued appointment of Dr. Rachesky as Chairman of the Issuer’s Board and in favor of the other director nominees recommended by the Issuer’s Board.

Under the Voting and Standstill Agreement, Liberty Global, Discovery and Dr. Malone have also agreed that if they or any of their controlled affiliates sell or transfer any of their Shares to a shareholder or group of shareholders that beneficially own 5% or more of the Shares, or that would result in a person or group of persons beneficially owning 5% or more of the Shares, any such transferee will be required to agree to the transfer and voting provisions set forth in the Voting and Standstill Agreement.

In connection with the execution of the Starz Merger Agreement, on June 30, 2016, LGIL and Liberty Global entered into an amendment to the Voting and Standstill Agreement with the Issuer, Discovery, DLIL, Dr. Malone, MHR and the Seller Funds (the “Amendment to the Voting and Standstill Agreement”), which amended the Initial Threshold Amount to be the greater of (a) 13.5% of the Issuer’s outstanding voting power in the aggregate, and (b) if either the Merger or the Exchange occurs (each as defined below), the lesser of (i) 14.2% of the Issuer’s outstanding voting power in the aggregate and (ii) the percentage of the Issuer’s outstanding voting power collectively owned by Liberty Global, Discovery, Dr. Malone and their respective controlled affiliates immediately following the consummation of the Merger or the Exchange, as the case may be.

The foregoing description of the Voting and Standstill Agreement, as amended by the Amendment to the Voting and Standstill Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Standstill Agreement and the Amendment to the Voting and Standstill Agreement, which are included as Exhibit 99.6 and Exhibit 99.10, respectively, to this Statement and incorporated herein by reference.

Registration Rights Agreement

On November 10, 2015, LGIL entered into a registration rights agreement with the Issuer (the “Registration Rights Agreement”), which provides LGIL (together with certain of its affiliates) with certain registration rights, subject to the terms and conditions set forth therein.  Among other things, LGIL will be entitled to two demand registration rights to request that the Issuer register all or a portion of its Shares.  In addition, in the event that the Issuer proposes to register any of the Issuer’s equity securities or securities convertible into or exchangeable for the Issuer’s equity securities, either for the Issuer’s own account or for the account of other security holders, LGIL will be entitled to certain “piggyback” registration rights allowing LGIL to include its shares in such registration, subject to customary limitations.  As a result, whenever the Issuer proposes to file a registration statement under the Securities Act of 1933 (as amended), other than with respect to a registration statement on Forms S-4 or S-8 or certain other exceptions, LGIL will be entitled to notice of the registration and has the right, subject to certain limitations, to include its shares in the registration.

Page 12 of 21 Pages

The registration rights described above will terminate on the first anniversary of the date that LGIL (together with certain of its affiliates) (i) beneficially owns less than 2,971,601 Shares, subject to equitable adjustment (which amount represents approximately 2% of the Issuer’s Shares outstanding), and (ii) ceases to have a designated representative on the Issuer’s Board.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is included as Exhibit 99.7 to this Statement and incorporated herein by reference.

Starz Voting Agreement

On June 30, 2016, the Issuer, Starz (“Starz”) and Orion Arm Acquisition Inc., a wholly owned subsidiary of the Issuer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Starz Merger Agreement”) that provides, among other things, for the merger of Merger Sub with and into Starz (the “Merger”), upon the terms and subject to the conditions set forth in the Starz Merger Agreement, with Starz continuing as the surviving corporation in the Merger as a wholly owned subsidiary of the Issuer.  Also on June 30, 2016, the Issuer and Merger Sub entered into a Stock Exchange Agreement, dated as of June 30, 2016, with Dr. Malone and other stockholders of Starz (the “Exchange Agreement”), that provides, among other things, for the transfer of the shares of Series B common stock, par value $0.01 per share, of Starz from Dr. Malone and such other stockholders to the Issuer in exchange for consideration consisting of cash and Shares of the Issuer (the “Exchange”).  The Exchange Agreement will become effective only upon the termination of the Starz Merger Agreement in accordance with its terms.

In connection with the execution of the Starz Merger Agreement, on June 30, 2016, LGIL and Liberty Global entered into a voting agreement with the Issuer and Starz (the “Starz Voting Agreement”).  Under the Starz Voting Agreement, LGIL has agreed to vote all of its Shares in favor of the Merger and the transactions contemplated by the Starz Merger Agreement at any meeting of the stockholders of the Issuer to vote on such matters.  LGIL has also agreed to vote all of its Shares in favor of the Exchange and the transactions contemplated by the Exchange Agreement at any meeting of the stockholders of the Issuer to vote on such matters.  In addition, LGIL has agreed to vote all of its Shares against certain transactions involving the shares, voting power or assets of the Issuer that would be alternatives to the Merger and the Exchange (“Alternative Transactions”), or transactions that would result in a breach of the Starz Merger Agreement or adversely affect the consummation of the transactions contemplated by the Starz Merger Agreement.  LGIL has also agreed that it will not sell, transfer, pledge or encumber any of its Shares to any person until the later of (1) the consummation of the Merger or (2) the termination of the Exchange Agreement.

Page 13 of 21 Pages

Under the Starz Voting Agreement, Liberty Global agreed that it will not, and will not permit its controlled affiliates to, solicit or facilitate any proposal or offer that would reasonably be expected to lead to an Alternative Transaction, or participate in discussions regarding, or cooperate in any way that would reasonably be expected to lead to, an Alternative Transaction.

The foregoing description of the Starz Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Starz Voting Agreement, which is included as Exhibit 99.11 to this Statement and incorporated herein by reference.

Other Agreements

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among LGIL, Liberty Global or, to the best of their knowledge, any of the persons named in Schedule I to this Statement, or between such persons and any other person with respect to any securities of the Issuer.

Item 7. Materials to be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety as follows:

Exhibit No.	Description
99.1	Share Purchase Agreement, dated as of November 10, 2015, among LGIL, DLIL, the Seller Funds and, solely for purposes of Section 5.03 thereof, Liberty Global and Discovery (incorporated herein by reference to Exhibit 99.1 to the Amendment No. 20 to Schedule 13D filed by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and Dr. Rachesky with the SEC on November 13, 2015).
99.2	PPV Confirmation, dated as of November 12, 2015, between LGIL and Bank of America (incorporated herein by reference to Exhibit 99.2 to the Original Schedule 13D).
99.3	Pledge Agreement, dated as of November 12, 2015, between LGIL and Bank of America (incorporated herein by reference to Exhibit 99.3 to the Original Schedule 13D).
99.4	Underwriting Agreement, dated as of November 12, 2015, among the Issuer, LGIL, DLIL, Bank of America and JPMorgan (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 13, 2015).
99.5	Investor Rights Agreement, dated as of November 10, 2015, among MHR, LGIL, DLIL, the Issuer, Liberty Global, Discovery and the Seller Funds (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015).

Page 14 of 21 Pages

99.6	Voting and Standstill Agreement, dated as of November 10, 2015, among the Issuer, the Seller Funds, LGIL, DLIL, Dr. Malone, MHR, Liberty Global and Discovery (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015).
99.7	Registration Rights Agreement, dated as of November 10, 2015, between the Issuer and LGIL (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015).
99.8	Joint Filing Agreement, dated as of November 20, 2015, between LGIL and Liberty Global (incorporated herein by reference to Exhibit 99.8 to the Original Schedule 13D).
99.9	Amendment No. 1 to Investor Rights Agreement, dated as of June 30, 2016, among MHR, LGIL, DLIL, the Issuer, Liberty Global, Discovery and the Seller Funds.
99.10	Amendment to Voting and Standstill Agreement, dated as of June 30, 2016, among the Issuer, the Seller Funds, LGIL, DLIL, Dr. Malone, MHR, Liberty Global and Discovery.
99.11	Voting Agreement, dated as of June 30, 2016, among the Issuer, Starz, LGIL and Liberty Global.

 

Page 15 of 21 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  June 30, 2016	Liberty Global plc
	/s/ Bryan H. Hall
	Name:	Bryan H. Hall
	Title:	Executive Vice President, General Counsel and Secretary

Liberty Global Incorporated Limited
/s/ Bryan H. Hall
Name:	Bryan H. Hall
Title:	Director

Page 16 of 21 Pages

SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF LIBERTY GLOBAL

The name, citizenship, business address, and present principal occupation or employment of each of the executive officers and directors of Liberty Global are set forth below.

Executive Officers of Liberty Global plc

Name	Present Principal Occupation	Business Address	Citizenship
Michael T. Fries	Chief Executive Officer, President and Vice Chairman of the board of directors of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United States
Charles H.R. Bracken	Executive Vice President and Co-Chief Financial Officer (Principal Financial Officer) of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United Kingdom
Bernard G. Dvorak	Executive Vice President and Co-Chief Financial Officer (Principal Accounting Officer) of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United States
Bryan H. Hall	Executive Vice President, General Counsel and Secretary of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United States
Diederik Karsten	Executive Vice President and Chief Commercial Officer of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	Netherlands
Balan Nair	Executive Vice President and Chief Technology Officer of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United States

Directors of Liberty Global plc

Name	Present Principal Occupation	Business Address	Citizenship
John C. Malone	Chairman of the board of directors of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United States
Michael T. Fries	Chief Executive Officer, President and Vice Chairman of the board of directors of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United States

Page 17 of 21 Pages

Name	Present Principal Occupation	Business Address	Citizenship
Andrew J. Cole	Chief Executive Officer of Glow Financial Services Ltd., a private company that operates as a full service provider of handset and home device financing for wireless carriers and cable companies	Glow Financial Services Ltd. Lion House Red Lion Street London, WC1R 4GB United Kingdom	United Kingdom
Miranda Curtis	Retired President of Liberty Global Japan	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United Kingdom
John W. Dick	Private Investor	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	Canada
Paul A. Gould	Managing Director of Allen & Company, LLC, an investment banking and financial advisory firm	Allen & Company, LLC 711 Fifth Avenue 9th Floor New York, NY 10022	United States
Richard R. Green	Retired President and Chief Executive Officer of Cable Television Laboratories, Inc., a not-for-profit research and development consortium	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United States
David E. Rapley	Retired Executive Vice President, VECO Corp., an engineering services firm	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United Kingdom
Larry E. Romrell	Retired Executive Vice President, Tele-Communications, Inc., a telecommunications company that later merged into AT&T	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United States
J.C. Sparkman	Co-Founder and retired Chairman of the Board of Broadband Services, Inc., a provider of asset management, logistical, installation and repair services for telecommunications service providers and equipment manufacturers	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United States
J. David Wargo	President of Wargo & Company, Inc., a private company specializing in investing in the communications industry	Wargo & Company, Inc. 712 Fifth Avenue 22nd Floor New York, NY  10019	United States

Page 18 of 21 Pages

EXECUTIVE OFFICERS AND DIRECTORS OF LGIL

The name, business address, and present principal occupation or employment of each of the executive officers and directors of LGIL are set forth below.

Executive Officers of Liberty Global Incorporated Limited

None.

Directors of Liberty Global Incorporated Limited

Name	Present Principal Occupation	Business Address	Citizenship
Charles H.R. Bracken	Executive Vice President and Co-Chief Financial Officer (Principal Financial Officer) of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United Kingdom
Jeremy Evans	Deputy General Counsel and Assistant Secretary of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United Kingdom
Bryan H. Hall	Executive Vice President, General Counsel and Secretary of Liberty Global	Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom	United States

Page 19 of 21 Pages

EXHIBIT INDEX

Exhibit No.	Description
99.1	Share Purchase Agreement, dated as of November 10, 2015, among LGIL, DLIL, the Seller Funds and, solely for purposes of Section 5.03 thereof, Liberty Global and Discovery (incorporated herein by reference to Exhibit 99.1 to the Amendment No. 20 to Schedule 13D filed by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and Dr. Rachesky with the SEC on November 13, 2015).
99.2	PPV Confirmation, dated as of November 12, 2015, between LGIL and Bank of America (incorporated herein by reference to Exhibit 99.2 to the Original Schedule 13D).
99.3	Pledge Agreement, dated as of November 12, 2015, between LGIL and Bank of America (incorporated herein by reference to Exhibit 99.3 to the Original Schedule 13D).
99.4	Underwriting Agreement, dated as of November 12, 2015, among the Issuer, LGIL, DLIL, Bank of America and JPMorgan (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 13, 2015).
99.5	Investor Rights Agreement, dated as of November 10, 2015, among MHR, LGIL, DLIL, the Issuer, Liberty Global, Discovery and the Seller Funds (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015).
99.6	Voting and Standstill Agreement, dated as of November 10, 2015, among the Issuer, the Seller Funds, LGIL, DLIL, Dr. Malone, MHR, Liberty Global, Discovery (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015).
99.7	Registration Rights Agreement, dated as of November 10, 2015, between the Issuer and LGIL (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015).
99.8	Joint Filing Agreement, dated as of November 20, 2015, between LGIL and Liberty Global (incorporated herein by reference to Exhibit 99.8 to the Original Schedule 13D).
99.9	Amendment No. 1 to Investor Rights Agreement, dated as of June 30, 2016, among MHR, LGIL, DLIL, the Issuer, Liberty Global, Discovery and the Seller Funds.
99.10	Amendment to Voting and Standstill Agreement, dated as of June 30, 2016, among the Issuer, the Seller Funds, LGIL, DLIL, Dr. Malone, MHR, Liberty Global and Discovery.

Page 20 of 21 Pages

99.11 Voting Agreement, dated as of June 30, 2016, among the Issuer, Starz, LGIL and Liberty Global.

Page 21 of 21 Pages

EX-99.9

Exhibit 99.9

AMENDMENT NO. 1

TO

INVESTOR RIGHTS AGREEMENT

dated as of

June 30, 2016

among

MHR FUND MANAGEMENT, LLC,

LIBERTY GLOBAL INCORPORATED LIMITED,

DISCOVERY LIGHTNING INVESTMENTS LTD.,

LIONS GATE ENTERTAINMENT CORP.,

LIBERTY GLOBAL PLC,

DISCOVERY COMMUNICATIONS, INC.

and

the Mammoth Funds (as defined herein)

AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT

AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT (this “Amendment”) dated as of June 30, 2016 among MHR Fund Management, LLC, a Delaware limited liability company(“Mammoth”), 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 (the “Company”), Liberty Global plc, a public limited company organized under the laws of England and Wales (“Leopard Parent”), 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”) (collectively the “Parties”).

W I T N E S S E T H :

WHEREAS, the Parties entered into an Investor Rights 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, in connection with the Merger Agreement, Mammoth and the Mammoth Funds are entering into a Voting Agreement (the “Mammoth Voting Agreement”) with Parent and the Company, pursuant to which Mammoth and the Mammoth Funds will agree, among other things, to take specified actions in connection with the transactions contemplated by the Merger Agreement; and

WHEREAS, in connection with the Merger Agreement and the Mammoth Voting 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.  Vote on Pre-Emptive Rights. The following shall be added as a new Section 3.01(i) to the Agreement:

“(i)           (a)           For purposes of this Section 3.01(i),  “Parent Stockholders’ Meeting” shall have the meaning set forth in that certain Agreement and Plan of Merger, dated as of June 30, 2016 (the “Merger Agreement”), by and between the Company, Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and Starz, a Delaware corporation.

2

(b)            The Company shall (i) duly give notice of, convene and hold a meeting of the Company stockholders (the “Stockholder Meeting”) as promptly as practicable following the date hereof (and in no event later than the date of the Parent Stockholders’ Meeting) in order to seek the approval of the Company stockholders (including pursuant to Applicable Exchange Rules) of any issuance of New Issue Securities to the Investors pursuant to this Section 3.01 that occurs between the date of the Stockholder Meeting and the five-year anniversary of the date of the Stockholder Meeting (the “Stockholder Approval”), (ii) recommend to its stockholders that they vote in favor of the Stockholder Approval and (iii) use its reasonable best efforts to solicit such approval and obtain the Stockholder Approval.

(c)           Each Investor shall, and shall cause each of its Controlled Persons to, cause the Voting Securities beneficially owned by such Investor and/or any of its Controlled Persons (other than (x) Voting Securities rehypothecated by a Hedging Counterparty in connection with a Hedging Transaction and (y) Company Securities beneficially owned by such Person solely as a result of clause (ii)(a) or (ii)(c) of the proviso in the definition of “beneficial ownership”) to be voted in favor of the Stockholder Approval at the Stockholder Meeting, and at any adjournment or postponement thereof.

(d)           The Company shall not issue any New Issue Securities to the extent that complying with this Section 3.01 would require the Company to obtain shareholder approval pursuant to Applicable Exchange Rules with respect to such issuance unless the Company obtains shareholder approval with respect to such issuance (including any shareholder approval which the Company may obtain in advance for issuances that occur within a five-year period).

2.  Pre-Emptive Rights. Section 3.01(f) of the Agreement shall be amended by deleting clause (vi) and the last sentence of such Section 3.01(f).

3. Definition. 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).”

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

3

[Signature Pages Follow]

4

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.

LIONS GATE ENTERTAINMENT CORP.
By:	/s/ Wayne Levin
	Name:	Wayne Levin
	Title:	General Counsel and Chief Strategic Officer

Signature Page to Amendment to Investor Rights Agreement

LIBERTY GLOBAL PLC
By:	/s/ Bryan H. Hall
	Name:	Bryan H. Hall
	Title:	Secretary

LIBERTY GLOBAL INCORPORATED LIMITED
By:	/s/ Bryan H. Hall
	Name:	Bryan H. Hall
	Title:	Director

For Notices:

Leopard

Griffin House

161 Hammersmith Road

London W6 8BS

United Kingdom

Attention: General Counsel, Legal Department

Fax:  +44 20 8483 6400

E-mail:  As Provided Previously

with a copy to:

Leopard

12300 Liberty Boulevard

Englewood, CO 80112

Attention: General Counsel, Legal Department

Facsimile No.: (303) 220-6691

E-mail:  As Provided Previously

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

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: Robert Katz

Facsimile No.: (646) 848-8008

E-mail: rkatz@shearman.com

Signature Page to Amendment to Investor Rights Agreement

MHR FUND MANAGEMENT, LLC
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:

For Notices:

MHR Fund Management LLC

1345 Avenue of the Americas, Floor 42

New York, NY 10105

Attention: Janet Yeung

Facsimile No.: (212) 262-9356

Email: jyeung@mhrfund.com

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

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: Phillip Mills
Brian Wolfe

Facsimile No.: (212) 701-5800

E-mail: phillip.mills@davispolk.com
brian.wolfe@davispolk.com

Signature Page to Amendment to Investor Rights Agreement

MHR Capital Partners Master Account LP
By:	MHR Advisors LLC, its general partner
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

MHR Capital Partners (100) LP
By:	MHR Advisors LLC, its general partner
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

MHR Institutional Partners II LP
By:	MHR Institutional Advisors II LLC, its general partner
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

MHR Institutional Partners IIA LP
By:	MHR Institutional Advisors II LLC, its general partner
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

Signature Page to Amendment to Investor Rights Agreement

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

Signature Page to Amendment to Investor Rights Agreement

DISCOVERY LIGHTNING INVESTMENTS LTD.
By:	/s/ Bruce Campbell
	Name:	Bruce Campbell
	Title:

For Notices:

Discovery Lightning Investments, Ltd

Chiswick Park Building 2

566 Chiswick High Road

London W4 5YB

Attention: Roanne Weekes, SVP DNI Finance and Director

Facsimile: +44 20 8811 3310

E-mail: As Provided Previously

with a copy to:

Discovery Communications, LLC

850 Third Avenue

New York, NY 10022

Attention: Bruce Campbell, Chief Development,
Distribution and Legal Officer

Facsimile No.: (212) 548-5848

E-mail: As Provided Previously

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

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jonathan Levitsky

Facsimile No.: (212) 909-6836

E-mail: jelevitsky@debevoise.com

Signature Page to Amendment to Investor Rights Agreement

DISCOVERY COMMUNICATIONS, INC.
By:	/s/ Bruce Campbell
	Name:	Bruce Campbell
	Title:

For Notices:

Discovery Communications, LLC

850 Third Avenue

New York, NY 10022

Attention: Bruce Campbell, Chief Development,
Distribution and Legal Officer

Facsimile No.: (212) 548-5848

E-mail: [Redacted]

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

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jonathan Levitsky

Facsimile No.: (212) 909-6836

E-mail: jelevitsky@debevoise.com

Signature Page to Amendment to Investor Rights Agreement

EX-99.10

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.,

JOHN C. MALONE,

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”), John C. Malone(“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]

2

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/ Jeremy Evans
	Name:	Jeremy Evans
	Title:	Authorised Signatory

LIBERTY GLOBAL PLC
By:	/s/ Jeremy Evans
	Name:	Jeremy Evans
	Title:	Authorised Signatory

For Notices:

Liberty Global plc

Griffin House

161 Hammersmith Road

London W6 8BS

United Kingdom

Attention: General Counsel, Legal Department

Fax:  +44 20 8483 6400

E-mail: [Redacted]

with a copy to:

Liberty Global, Inc.

12300 Liberty Boulevard

Englewood, CO 80112

Attention: General Counsel, Legal Department

Facsimile No.: (303) 220-6691

E-mail: [Redacted]

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

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: Robert Katz

Facsimile No.: (646) 848-8008

E-mail: rkatz@shearman.com

Signature Page to Amendment to Standstill and Voting Agreement

DISCOVERY COMMUNICATIONS, INC.
By:	/s/ Bruce Campbell
	Name:	Bruce Campbell
	Title:	Chief Development, Distribution and Legal Officer

For Notices:

Discovery Communications, LLC

850 Third Avenue

New York, NY 10022

Attention: Bruce Campbell, Chief Development,
Distribution and Legal Officer

Facsimile No.: (212) 548-5848

E-mail: [Redacted]

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

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jonathan Levitsky

Facsimile No.: (212) 909-6836

E-mail: jelevitsky@debevoise.com

Signature Page to Amendment to Standstill and Voting Agreement

DISCOVERY LIGHTNING INVESTMENTS LTD.
By:	/s/ Bruce Campbell
	Name:	Bruce Campbell
	Title:	Chief Development, Distribution and Legal Officer

For Notices:

Discovery Lightning Investments, Ltd

Chiswick Park Building 2

566 Chiswick High Road

London W4 5YB

Attention: Roanne Weekes, SVP DNI Finance and Director

Facsimile: +44 20 8811 3310

E-mail: As Provided Previously

with a copy to:

Discovery Communications, LLC

850 Third Avenue

New York, NY 10022

Attention: Bruce Campbell, Chief Development,
Distribution and Legal Officer

Facsimile No.: (212) 548-5848

E-mail: As Provided Previously

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

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jonathan Levitsky

Facsimile No.: (212) 909-6836

E-mail: jelevitsky@debevoise.com

Signature Page to Amendment to Standstill and Voting Agreement

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

For Notices:

MHR Fund Management LLC

1345 Avenue of the Americas, Floor 42

New York, NY 10105

Attention: Janet Yeung

Facsimile No.: (212) 262-9356

Email: jyeung@mhrfund.com

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

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York  10017

Attention:  Phillip Mills
Brian Wolfe

Facsimile No.: (212) 701-5800

E-mail:  phillip.mills@davispolk.com
  brian.wolfe@davispolk.com

Signature Page to Amendment to Standstill and Voting Agreement

MHR Capital Partners Master Account LP
By:	MHR Advisors LLC, its general partner
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

MHR Capital Partners (100) LP
By:	MHR Advisors LLC, its general partner
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

MHR Institutional Partners II LP
By:	MHR Institutional Advisors II LLC, its general partner
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

MHR Institutional Partners IIA LP
By:	MHR Institutional Advisors II LLC, its general partner
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	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/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

Signature Page to Amendment to Standstill and Voting Agreement

/s/ John C. Malone

John C. Malone

For Notices:

John C. Malone

12300 Liberty Blvd., 2nd Floor

Englewood, CO 80112

Facsimile No.: (720) 875-5394

Email: As Provided Previously

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

Sherman & Howard L.L.C.

633 17th Street, Suite 3000

Denver, CO 80202

Attention: Steven D. Miller

Facsimile No.: (303) 298-0940

Email: smiller@shermanhoward.com

Signature Page to Amendment to Standstill and Voting Agreement

Lions Gate Entertainment Corp.
By:	/s/ Wayne Levin
	Name:	Wayne Levin
	Title:	General Counsel and Chief Strategy Officer
For Notices:
Lions Gate Entertainment Corp. 2700 Colorado Avenue Santa Monica, CA  90404 Attention:  Wayne Levin, General Counsel and Chief Strategic Officer Facsimile No.: (310) 496-1359 E-mail: wlevin@lionsgate.com
with a copy (which shall not constitute notice) to:
Wachtell, Lipton, Rosen & Katz 51 West 52nd Street NY, NY 10019 Attention: David E. Shapiro Facsimile No.: 212-403-2000 E-mail: DEShapiro@wlrk.com

Signature Page to Amendment to Standstill and Voting Agreement

EX-99.11

Exhibit 99.11

VOTING AGREEMENT

This VOTING AGREEMENT, dated as of June 30, 2016 (this “Agreement”), is made and entered into by and among Starz, a Delaware corporation (the “Company”), Lions Gate Entertainment Corp., a corporation organized and existing under the laws of British Columbia (“Parent”), Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales (the “Liberty Stockholder”), and Liberty Global plc, a public limited company organized under the laws of England and Wales (“Liberty Parent”).

RECITALS

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, the Company and Orion Arm Acquisition Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Original Merger Agreement” and, as the same may be amended or supplemented, the “Merger Agreement”; capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Merger Agreement), that provides, among other things, for the merger of Merger Sub with and into the Company (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation in the Merger as a wholly owned subsidiary of Parent;

WHEREAS, the Liberty Stockholder is the owner of, and, subject to the Investor Rights Agreement (as defined below) and the Standstill Agreement (as defined below), has sole voting power over, the number of shares of Parent Common Stock set forth on Schedule A (such shares of Parent Common Stock, the “Original Shares”, and together with any New Shares (as defined below), the “Subject Shares”);

WHEREAS, in connection with the Merger, Parent will hold the Parent Stockholders’ Meeting to approve (i) the Parent Common Stock Reorganization, (ii) the Parent Common Stock Exchange and (iii) the issuance of Parent Common Stock to holders of shares of Company Common Stock as part of the Merger Consideration (the “Merger Consideration Issuance”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent and Merger Sub are entering into a Stock Exchange Agreement, dated as of June 30, 2016, with the stockholders listed on Schedule 1 thereto (as the same may be amended or supplemented, the “Exchange Agreement”), that provides, among other things, (i) for the transfer of the Starz Exchange Shares (as defined therein) from such stockholders to Parent in exchange for the Lionsgate Exchange Consideration (as defined therein) and (ii) the issuance of the Lionsgate Exchange Shares as part of the Lionsgate Exchange Consideration (the “Exchange Stock Issuance”), in each case subject to the terms and conditions of the Exchange Agreement; and

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, the Company has requested that the Liberty Stockholder and Liberty Parent enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, each party hereto agrees as follows:

SECTION 1.  Representations and Warranties of the Liberty Stockholder and Liberty Parent.  Each of the Liberty Stockholder and Liberty Parent hereby represents and warrants to the Companyas follows:

(a)           Organization; Authority; Execution and Delivery; Enforceability.  (i) Each of the Liberty Stockholder and Liberty Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) the execution and delivery of this Agreement by each of the Liberty Stockholder and Liberty Parent, and the performance by each of the Liberty Stockholder and Liberty Parent of its obligations under this Agreement, have been duly authorized by all necessary corporate or similar action on the part of each of the Liberty Stockholder and Liberty Parent.  Each of the Liberty Stockholder and Liberty Parent has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each Person executing this Agreement on behalf of the Liberty Stockholder or Liberty Parent has full power, authority and capacity to execute and deliver this Agreement on behalf of the Liberty Stockholder or Liberty Parent, as applicable, and to thereby bind the Liberty Stockholder or Liberty Parent, as applicable) and to perform its obligations hereunder.  This Agreement has been duly executed and delivered by each of the Liberty Stockholder and Liberty Parent and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of each of the Liberty Stockholder and Liberty Parent, enforceable against each of the Liberty Stockholder and Liberty Parent in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

(b)           Ownership.  The Liberty Stockholder is the record or beneficial owner of the number of Original Shares set forth on Schedule A, and the Liberty Stockholder’s Original Shares constitute all of the shares of Parent Common Stock owned by the Liberty Stockholder.  Except (w) as set forth in Sections 3 and 4 of this Agreement, (x) pursuant to the Investor Rights Agreement, dated as of November 10, 2015, among MHR Fund Management, LLC, the Liberty Stockholder, Discovery Lightning Investments Ltd., Parent, Liberty Parent, Discovery Communications, Inc. and the other parties thereto (the “Investor Rights Agreement”), (y) pursuant to the Voting and Standstill Agreement, dated as of November 10, 2015, among Parent, the Liberty Stockholder, Discovery Lightning Investments Ltd., John C. Malone, MHR Fund Management, LLC, Liberty Parent, Discovery Communications, Inc. and the Mammoth Funds (as defined therein) (the “Standstill Agreement”) and (z) in connection with any Hedging Transaction or Financing Transaction (each as defined in the Investor Rights Agreement), the Liberty Stockholder has the power to vote, or direct the voting of, all of the Original Shares, and none of the Liberty Stockholder’s Original Shares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Liberty Stockholder’s Original Shares.  The Liberty Stockholder does not own (1) any shares of capital stock of Parent other than the Original Shares or (2) any option, warrant, call or other right to acquire or receive capital stock or other equity or voting interests in Parent (other than preemptive rights under the Investor Rights Agreement).

2

SECTION 2.  Representations and Warranties of the Company and Parent.

(a)           The Company hereby represents and warrants to each of the Liberty Stockholder and Liberty Parent as follows: (i) the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) the Company has all requisite power and authority to execute and deliver this Agreement (and each Person executing this Agreement on behalf of the Company has full power, authority and capacity to execute and deliver this Agreement on behalf of the Company and to thereby bind the Company) and to perform its obligations hereunder, (iii) the execution and delivery of this Agreement by the Company, and the performance of the Company of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of the Company, and (iv) this Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

(b)           Parent hereby represents and warrants to each of the Liberty Stockholder and Liberty Parent as follows: (i) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) Parent has all requisite power and authority to execute and deliver this Agreement (and each Person executing this Agreement on behalf of Parent has full power, authority and capacity to execute and deliver this Agreement on behalf of Parent and to thereby bind Parent) and to perform its obligations hereunder, (iii) the execution and delivery of this Agreement by Parent, and the performance of Parent of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of Parent, and (iv) this Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

SECTION 3.  Covenants of the Liberty Stockholder and Liberty Parent.  Each of the Liberty Stockholder and Liberty Parent covenants and agreesas follows:

(a)          At any meeting of the stockholders of Parent called to vote upon the Parent Common Stock Reorganization, the Parent Common Stock Exchange and the Merger Consideration Issuance, or at any postponement or adjournment thereof permitted by the Merger Agreement, the Liberty Stockholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of the Liberty Stockholder’s Subject Shares in favor of the Parent Common Stock Reorganization, the Parent Common Stock Exchange and the Merger Consideration Issuance; provided that, in each case, the Merger Agreement shall not have been amended, and no provision thereunder shall have been waived by Parent, in any manner that (i) increases the amount of, or changes the form or allocation of, the Merger Consideration (as defined in the Merger Agreement) payable under the Merger Agreement, (ii) amends the conditions precedent set forth in Article VI of the Merger Agreement, or adds new conditions or modifies any existing conditions to the consummation of the Merger, the Parent Common Stock Reorganization or the Parent Common Stock Exchange, (iii) amends Exhibits A-1, A-2, A-3, A-4 or A-5 to the Merger Agreement, (iv) amends the definition of “Company Material Adverse Effect” or “Parent Material Adverse Effect” set forth in the Merger Agreement, (v) amends any provision of the Merger Agreement in any other material manner, or (vi) in each case has the effect of any of the foregoing (any such amendment or waiver described in clauses (i)-(vi), a “Fundamental Merger Amendment”), in each case without the prior written consent of the Liberty Stockholder, and no Fundamental Exchange Amendment shall have occurred.

(b)           At any meeting of the stockholders of Parent called to vote upon the Exchange Stock Issuance, or at any postponement or adjournment thereof, as permitted by the Exchange Agreement, the Liberty Stockholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of the Liberty Stockholder’s Subject Shares in favor of the Exchange Stock Issuance, provided, that in each case, the Exchange Agreement shall not have been amended, and no provision thereunder shall have been waived by Parent, in any manner that (i) increases the amount of, or changes the form or allocation of, the Lionsgate Exchange Consideration or the Lionsgate Alternate Cash Consideration (as such terms are defined in the Exchange Agreement) payable under the Exchange Agreement, (ii) amends the conditions precedent set forth in Article V of the Exchange Agreement, or adds new conditions or modifies any existing conditions to the consummation of the Exchange, (iii) amends any provision of the Exchange Agreement in any other material manner or (iv) in each case has the effect of any of the foregoing (any such amendment or waiver described in clauses (i)-(iv), a “Fundamental Exchange Amendment”), in each case without the prior written consent of the Liberty Stockholder, and no Fundamental Merger Amendment shall have occurred.

3

(c)           At any meeting of the stockholders of Parent or at any postponement or adjournment thereof or in any other circumstances upon which a vote, adoption or other approval of Parent’s stockholders is sought, the Liberty Stockholder shall vote (or cause to be voted) all of the Liberty Stockholder’s Subject Shares against each of the following: (i) any Alternative Parent Transaction Proposal or any agreement relating thereto and (ii) any amendment of the Articles of Parent (other than pursuant the Merger Agreement) or any other proposal, action, agreement or transaction, which, in the case of this clause (ii), would reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of Parent contained in the Merger Agreement (provided that the Company has advised the Liberty Stockholder of such asserted breach in writing at least three Business Days prior to the applicable vote) or of the Liberty Stockholder contained in this Agreement, (B) prevent, impede, interfere with, delay, discourage or adversely affect the consummation of the transactions contemplated by the Merger Agreement, or (C) change in any manner (other than as contemplated by the Parent Common Stock Reorganization, the Parent Common Stock Exchange and the Merger Consideration Issuance) the voting rights of the Parent Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”).  For the avoidance of doubt, nothing in this Agreement shall be deemed to prohibit the Liberty Stockholder from voting any Subject Shares (x) in a manner required by the Investor Rights Agreement or the Standstill Agreement or (y) in favor of any vote, adoption or other approval permitting the Liberty Stockholder and/or its Affiliates to participate in any equity or debt financing of Parent (including the exercise of their preemptive rights under the Investor Rights Agreement).

(d)           Liberty Parent shall not, nor shall it authorize or permit any of its Controlled Affiliates (as defined below) or its and their directors, officers or employees to, directly or indirectly, (i) solicit, initiate or knowingly facilitate (including by way of furnishing information), induce or knowingly encourage any inquiries or the making of any proposal or offer (including any proposal or offer to the Parent Stockholders) that constitutes or would reasonably be expected to lead to an Alternative Parent Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Parent Transaction Proposal.  Liberty Parent shall, and shall cause its Controlled Affiliates and its and their directors, officers and employees to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person with respect to any Alternative Parent Transaction Proposal.  Liberty Parent shall use commercially reasonable efforts to cause the financial advisors, legal counsel and other representatives of Liberty Parent and its Controlled Affiliates to comply with this Section 3(d).

(e)           The Liberty Stockholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, encumber, exchange, assign, tender or otherwise dispose of (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of Parent, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of Parent, to any Person, unless in each case prior to any such Transfer (or execution of any such Contract or other arrangement) the proposed transferee of the Liberty Stockholder’s Subject Shares or rights agrees in writing to be bound to the Liberty Stockholder’s obligations hereunder with respect to the applicable Subject Shares or rights,

4

(ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of Parent, other than this Agreement or (iii) take any other action that would reasonably be expected to prevent or materially impair or delay the performance by the Liberty Stockholder of its obligations hereunder.  Nothing in this Agreement shall be deemed to prohibit the Subject Shares from being subject to customary liens resulting from the Subject Shares being held in brokerage or custodial accounts.   Notwithstanding the foregoing, “Transfer” shall exclude, however, with respect to any Subject Shares, the entry into or performance of any Hedging Transaction or Financing Transaction in respect of such Subject Shares and any payment or settlement thereunder (including, following the first anniversary of November 10, 2015, physical settlement) the granting of any lien, pledge, security interest, or other encumbrance in or on such Subject Shares to a Hedging Counterparty or Financing Counterparty in connection with any Hedging Transaction or Financing Transaction, the rehypothecation of any Subject Shares by the Hedging Counterparty or Financing Counterparty in connection with a Hedging Transaction or Financing Transaction, and any transfer to, by or at the request of such Hedging Counterparty or Financing Counterparty in connection with an exercise of remedies by the Hedging Counterparty or Financing Counterparty under such Hedging Transaction or Financing Transaction (but, for the avoidance of doubt, “Transfer” shall include any delivery of Subject Shares in respect of the settlement, termination or cancellation of a Hedging Transaction or Financing Transaction occurring prior to the first anniversary of November 10, 2015 other than in connection with the exercise of remedies by a Hedging Counterparty or Financing Counterparty).

(f)           The Liberty Stockholder hereby agrees that, in the event (i) of any stock or extraordinary dividend or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change of or affecting the Subject Shares (including the Parent Common Stock Reorganization and the Parent Common Stock Exchange) or (ii) that the Liberty Stockholder acquires the right to vote, or direct the voting of, any shares of capital stock of Parent, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), such New Shares shall constitute Subject Shares and be subject to the applicable terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein.  This Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of the Liberty Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including to the extent applicable, the Liberty Stockholder’s successors.

(g)           Notwithstanding anything to the contrary contained herein, the Liberty Stockholder and Liberty Parent are entering into this Agreement solely in their capacity as owner of the Liberty Stockholder’s Subject Shares and the parent of such owner, respectively, and nothing herein is intended to or shall limit, affect or restrict any director or officer of Parent (including any appointee or representative of Liberty Parent or any of its Affiliates to the board of directors of Parent (including pursuant to the Investor Rights Agreement)) in his or her capacity as a director or officer of Parent or any of its Subsidiaries (including voting on matters put to such board or any committee thereof, influencing officers, employees, agents, management or the other directors of Parent or any of its Subsidiaries and taking any action or making any statement at any meeting of such board or any committee thereof) or in the exercise of his or her fiduciary duties as a director or officer of Parent or any of its Subsidiaries.

5

(h)           For the avoidance of doubt, other than with respect to the Merger Consideration Issuance or the Exchange Stock Issuance, nothing in this Agreement shall be deemed to require the Liberty Stockholder to vote in favor of, or to prohibit the Liberty Stockholder from taking any action that adversely effects, any issuance of securities by Parent or any of its Subsidiaries (including any equity financing in furtherance of the transactions contemplated by the Merger Agreement), including in connection with any proposal combined with any proposal to approve the Merger Consideration Issuance or the Exchange Stock Issuance.

SECTION 4.  Grant of Irrevocable Proxy; Appointment of Proxy and Attorney-in-Fact.  (a)  The Liberty Stockholder hereby irrevocably grants to, and appoints, the Company and any other individual designated in writing by the Company, and each of them individually, the Liberty Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution and coupled with an interest), for and in the name, place and stead of the Liberty Stockholder, to vote all of the Liberty Stockholder’s Subject Shares at any meeting of stockholders of Parent (including any Parent Stockholders’ Meeting) or any adjournment or postponement thereof, (i) in favor of the Parent Common Stock Reorganization, the Parent Common Stock Exchange, the Merger Consideration Issuance and each of the other transactions contemplated by the Merger Agreement (including the Parent Stockholder Approvals) in accordance with the terms of Section 3(a) of this Agreement, (ii) in favor of the Exchange Stock Issuance in accordance with the terms of Section 3(b) of this Agreement and (iii) against any Vote-Down Matter in accordance with the terms of Section 3(c) of this Agreement.  The proxy and attorney-in-fact granted in this Section 4 shall expire upon the termination of this Agreement.

(b)           The Liberty Stockholder represents that any proxies heretofore given in respect of the Liberty Stockholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked.

(c)           The Liberty Stockholder hereby affirms that the irrevocable proxy and attorney-in-fact set forth in this Section 4 is given in connection with the Company entering into the Merger Agreement and that such irrevocable proxy and attorney-in-fact is given to secure the performance of the duties of the Liberty Stockholder under this Agreement.  The Liberty Stockholder hereby further affirms that the irrevocable proxy and attorney-in-fact is coupled with an interest and may under no circumstances be revoked.  The Liberty Stockholder hereby ratifies and confirms all that such irrevocable proxy and attorney-in-fact may lawfully do or cause to be done by virtue of the authority granted pursuant to this Agreement.  Each such irrevocable proxy and attorney-in-fact is executed and intended to be irrevocable with the same effect as under the provisions of Section 212(e) of the DGCL.

6

SECTION 5.  Further Assurances.  The Liberty Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company may reasonably request for the purpose of effectuating the matters covered by this Agreement.

SECTION 6.  Assignment.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by any of the parties hereto without the prior written consent of the other parties.  Any assignment in violation of the preceding sentence shall be void.  Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SECTION 7.  Termination.  This Agreement shall, (i) with respect to Section 3, other than Sections 3(b), 3(e), 3(f), 3(g) and 3(h), terminate upon the earliest of (a) immediately following the Parent Stockholders’ Meeting duly convened and at which the Parent Stockholder Approvals have been voted on by the stockholders of Parent (including, if adjourned in accordance with the Merger Agreement, immediately following the final adjournment thereof), (b) immediately following the meeting of the stockholders of Parent called to vote upon the Exchange Stock Issuance, and at which such matters have been voted on by the stockholders of Parent (including, if adjourned in accordance with the Merger Agreement, immediately following the final adjournment thereof), (c) the termination of the Merger Agreement in accordance with its terms (the “Merger Agreement Termination”), and (d) the entry into any Fundamental Merger Amendment or Fundamental Exchange Amendment without the prior written consent of the Liberty Stockholder, (ii) as to Section 3(b), terminate upon the earlier of (a) the termination of the Exchange Agreement in accordance with its terms, (b) immediately following the consummation of the Merger, and (c) immediately following the meeting of the stockholders of Parent called to vote upon the Exchange Stock Issuance, and at which such matters have been voted on by the stockholders of Parent (including, if adjourned in accordance with the Exchange Agreement or the Merger Agreement, immediately following the final adjournment thereof), and (iii) terminate in full upon the later of the terminations described in clauses (i) and (ii); provided that, in each case, Section 6 and Sections 7 through 9 shall survive any such termination.  Notwithstanding the foregoing, the Company shall cease to have any rights hereunder from and after the earlier of (x) the Merger Agreement Termination, and (y) the completion of the events described in Section 7(i)(a) hereof.

SECTION 8.  Parent Undertaking.  In consideration of the Liberty Stockholder’s and Liberty Parent’s willingness to execute this Agreement, Parent hereby agrees with each of the Liberty Stockholder and Liberty Parent that (a) Parent will take all such steps as may be necessary or desirable (to the extent permitted under applicable Law) to exempt from Section 16(a) and Section 16(b) of the Exchange Act any acquisitions or dispositions of Company Securities (as defined in the Investor Rights Agreement) or rights related thereto by the Liberty Stockholder and its Affiliates (as defined in the Investor Rights Agreement) in connection with the Parent Common Stock Reorganization, the Parent Common Stock Exchange and any issuance of Company Securities contemplated by the Merger Agreement or the Exchange Agreement or any issuance of New Issue Securities (as defined in the Investor Rights Agreement); and (b) the amendment to the Investor Rights Agreement being entered into concurrently herewith is a material inducement to each of the Liberty Stockholder’s and Liberty Parent’s willingness to execute, deliver and perform this Agreement.

7

SECTION 9.  General Provisions.  (a)  Amendments.  This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment.

(b)           Notices.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally or sent via facsimile (with confirmed transmission) prior to 5:00 p.m., local time, in the place of receipt (and otherwise on the next Business Day) or (b) on the first Business Day following the date of dispatch if sent by a nationally recognized overnight courier (providing proof of delivery), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice); provided, that should any such delivery be made by facsimile, the sender shall also send a copy of the information so delivered on or before the next Business Day by a nationally recognized overnight courier:

if to the Company:

Starz

8900 Liberty Circle

Englewood, Colorado 80112

Attention:    David Weil

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

Baker Botts L.L.P.

30 Rockefeller Plaza

New York, NY 10112

Facsimile:    212 408-2501

Attention:   Renee L. Wilm

if to Parent:

Lions Gate Entertainment Corp.

2700 Colorado Avenue

Santa Monica, CA  90404

Facsimile:    310-496-1359

Attention:   Wayne Levin

8

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

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Facsimile:    212 403-2000

Attention:   David E. Shapiro

                     Gordon S. Moodie

if to the Liberty Stockholder or Liberty Parent:

Liberty Global plc

c/o Liberty Global, Inc.

1550 Wewatta St Suite 1000

Denver CO 80202

Facsimile:    303-220-6601

Attention:   General Counsel

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

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Facsimile:    (646) 848-8008

Attention:   Robert Katz

(c)           Interpretation.  When a reference is made in this Agreement to a paragraph, a Section or a Schedule, such reference shall be to a paragraph of, a Section of or a Schedule to this Agreement unless otherwise indicated.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.  The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The term “or” is not exclusive.  The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.  Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated.  References to a Person are also to its permitted successors and assigns.  Each of the parties hereto has participated in the drafting and negotiation of this Agreement.  If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreement.  For purposes of this Agreement, “Controlled Affiliate” means, with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, is controlled by such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

9

(d)           Counterparts.  This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.  The exchange of copies of this Agreement and of signature pages by facsimile or e-mail shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.  Signatures of the parties transmitted by facsimile or e-mail shall be deemed to be their original signatures for all purposes.

(e)           Entire Agreement; No Third-Party Beneficiaries.  This Agreement (i) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and no party is relying on any other oral or written representation, agreement or understanding and no party makes any express or implied representation or warranty in connection with the transactions contemplated by this Agreement other than as set forth in this Agreement and (ii) is not intended to confer upon any Person other than the parties any rights or remedies.

(f)           Governing Law; Consent to Jurisdiction; Venue.

(i)           This Agreement and all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby, shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of laws.

(ii)           The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 9(b) shall be deemed effective service of process on such party.

10

(g)           Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, insofar as the foregoing can be accomplished without materially affecting the economic benefits anticipated by the parties to this Agreement.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

(h)           Specific Performance.  The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

(i)           Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(j)           Hedging Transactions and Financing Transactions.

(i)           No provision of this Agreement shall be binding on any Person solely because such Person is:

(1) a Hedging Counterparty;

(2) a holder of Subject Shares as a result of the rehypothecation of Subject Shares by a Hedging Counterparty or Financing Counterparty; or

(3) a transferee of Subject Shares pursuant to settlement under, or pursuant to default rights or the exercise of remedies by a Hedging Counterparty or Financing Counterparty in connection with, any Hedging Transaction or Financing Transaction.

(ii)           No provision of this Agreement shall prohibit any Person from entering into, performing or settling Hedging Transactions or Financing Transactions in relation to any Subject Shares, or granting liens and other security interests in connection therewith, from exercising remedies thereunder, or from permitting a Hedging Counterparty or a Financing Counterparty to rehypothecate Subject Shares in connection with a Hedging Transaction or Financing Transaction nor shall any of the foregoing described in this Section 9(j) be deemed, in and of itself, a violation of this Agreement.

11

(iii)           As used in this Agreement, the terms Hedging Transaction, Financing Transaction, Hedging Counterparty and Financing Counterparty shall each have the meaning assigned to such term in the Investor Rights Agreement.

(iv)           Notwithstanding anything to the contrary in this Agreement, this Agreement is subject in all respects to (1) the Liberty Stockholder’s obligations under the pledge agreement, dated as of November 12, 2015, between the Liberty Stockholder and Bank of America N.A., and (2) any Hedging Transaction or Financing Transaction and any pledge, security, custody or other agreement entered into in connection therewith.

(k)           Indemnification.

(i)           Parent (the “Indemnifying Party”) covenants and agrees, on the terms and subject to the limitations set forth in this Agreement, to indemnify and hold harmless Liberty Parent and each of its Controlled Affiliates and each of their respective representatives and advisors (each, an “Indemnified Party”), from and against any and all Losses incurred in connection with, arising out of or resulting from any claims, demands, actions, proceedings or investigations (collectively, “Actions”) relating to the transactions contemplated by the Merger Agreement, this Agreement or the Exchange Agreement (including any Actions brought by any of the stockholders, directors, officers or employees of Parent or the Company relating thereto).  For purposes of this Section 9(k), “Losses” means any loss (including disgorgement of consideration), liability, cost, damage or expense (including, without duplication, reasonable fees and expenses of counsel, accountants, consultants and other experts) related to an Action for which an Indemnified Party is entitled to indemnification pursuant to this Agreement; provided, however, that any diminution in value of the capital stock of Parent shall not constitute a Loss.

(ii)           Notwithstanding anything herein to the contrary, the Indemnifying Party will not be obligated to provide an indemnity hereunder to any Indemnified Party with respect to any Losses which (x) result from such Indemnified Party’s intentional misconduct or gross negligence or (y) result primarily from any breach of any representation and warranty of such Indemnified Party contained in this Agreement or any breach of any covenant or agreement made or to be performed by such Indemnified Party under this Agreement.

(iii)           The Indemnifying Party will indemnify the Indemnified Parties pursuant to this Section 9(k) regardless of whether such Losses are incurred prior to or after the Effective Time.  The indemnification provided pursuant to this Section 9(k) is in addition to, and not in derogation of, any other rights an Indemnified Party may have under applicable law, the certificate of incorporation or bylaws of Parent, or pursuant to any contract, agreement or arrangement; provided, however, that Losses will not be duplicated.

(iv)           Promptly after the receipt by any Indemnified Party of notice of any Action that is or may be subject to indemnification hereunder (each, an “Indemnifiable Claim”) (and in no event more than ten Business Days after the Indemnified Party’s receipt of written notice of such Indemnifiable Claim), such Indemnified Party shall give written notice thereof to the Indemnifying Party, which notice will include, to the extent known, the basis for such Indemnifiable Claim and copies of any pleadings or written demands relating to such Indemnifiable Claim and, promptly following request therefor, shall provide any additional information in respect thereof that the Indemnifying Party may reasonably request; provided, however, that (x) any delay in giving or failure to give such notice will not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is actually prejudiced as a result of such delay in or failure to notify and (y) no such notice shall be required to be given to the Indemnifying Party to the extent that the Indemnifying Party or any of its respective Affiliates is a party to any such Indemnifiable Claim.

12

(v)           Subject to Section 9(k)(vi) and Section 9(k)(vii), the Indemnifying Party shall be entitled to exercise full control of the defense, compromise or settlement of any Indemnifiable Claim in respect of an Action commenced or made by a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (a “Third Party Indemnifiable Claim”) so long as, within ten calendar days after the receipt of notice of such Third Party Indemnifiable Claim from the Indemnified Party (pursuant to Section 9(k)(iv)), the Indemnifying Party:  (x) delivers a written confirmation to such Indemnified Party that the indemnification provisions of Section 9(k) are applicable, subject only to the limitations set forth in this Agreement, to such Third Party Indemnifiable Claim and that the Indemnifying Party will indemnify such Indemnified Party in respect of such Third Party Indemnifiable Claim to the extent required by this Section 9(k), and (y) notifies such Indemnified Party in writing that the Indemnifying Party will assume the control of the defense thereof.  Following notification to such Indemnified Party of the assumption of the defense of such Third Party Indemnifiable Claim, the Indemnifying Party shall retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Third Party Indemnifiable Claim. If the Indemnifying Party so assumes the defense of any such Third Party Indemnifiable Claim in accordance herewith, subject to the provisions of clauses (iv) through (vi) of this Section 9(k), (A) the Indemnifying Party shall be entitled to exercise full control of the defense, compromise or settlement of such Third Party Indemnifiable Claim and such Indemnified Party shall cooperate (subject to the Indemnifying Party’s agreement to reimburse such Indemnified Party for all reasonable out-of-pocket expenses incurred by such Indemnified Party in connection with such cooperation) with the Indemnifying Parties in any manner that the Indemnifying Party reasonably may request in connection with the defense, compromise or settlement thereof (subject to the last sentence of this Section 9(k)(v)), and (B) such Indemnified Party shall have the right to employ separate counsel selected by such Indemnified Party and to participate in (but not control) the defense, compromise or settlement thereof and the Indemnifying Party shall pay the reasonable fees and expenses of one such separate counsel, and, if reasonably necessary, one local counsel.  No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party shall have failed to assume the defense thereof as contemplated in this Section 9(k)(v), in which case such Indemnified Party will be entitled to control the defense, compromise or settlement thereof at the expense of the Indemnifying Party.  Without the prior written consent of each of the Indemnified Parties who are named in the Action subject to the Third Party Indemnifiable Claim (which consent shall not be unreasonably withheld, delayed or conditioned), the Indemnifying Party will not settle or compromise or consent to the entry of judgment with respect to any Indemnifiable Claim (or part thereof) unless such settlement, compromise or consent (1) includes an unconditional release of such Indemnified Parties, (2) does not include any admission of wrongdoing on the part of such Indemnified Parties and (3) does not enjoin or restrict in any way the future actions or conduct of such Indemnified Parties.

13

(vi)           Notwithstanding Section 9(k)(v), an Indemnified Party, at the expense of the Indemnifying Party, (x) shall, subject to the last sentence of this Section 9(k)(vi), be entitled to separately control the defense, compromise or settlement of any Third Party Indemnifiable Claim as to such Indemnified Party if, in the judgment of counsel to the Indemnified Party, there exists any actual conflict of interest relating to the defense of such Action between the Indemnified Party and one or more Indemnifying Party and (y) shall be entitled to assume control of the defense, compromise and settlement of any Third Party Indemnifiable Claim as to which the Indemnifying Party has previously assumed control in the event the Indemnifying Party is not timely and diligently pursuing such defense.  No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any Action with respect to which it controls the defense thereof pursuant to this Section 9(k)(vi) and for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(vii)           In all instances under this Section 9(k) where the Indemnifying Party has agreed to pay the fees, costs and expenses of the Indemnified Parties, such fees, costs and expenses shall be reasonable.  The parties agree to cooperate and coordinate in connection with the defense, compromise or settlement of any Indemnifiable Claims.

(viii)           In addition to (but without duplication of) the Indemnified Party’s right to indemnification as set forth in this Section 9(k), if so requested by an Indemnified Party, the Indemnifying Party shall also advance to such Indemnified Party (within five Business Days of such request) any and all reasonable fees, costs and expenses incurred by an Indemnified Party in accordance with this Section 9(k) in connection with investigating, defending, being a witness in or participating in (including any appeal), or preparing to defend, be a witness in or participate in, any Indemnifiable Claim, including, without duplication, reasonable fees and expenses of counsel, accountants, consultants and other experts (an “Expense Advance”).

(ix)           The Liberty Stockholder agrees that it will repay Expense Advances made to it (or paid on its behalf) by the Indemnifying Party pursuant to this Section 9(k) if it is ultimately finally determined by a court of competent jurisdiction that the Liberty Stockholder is not entitled to be indemnified pursuant to this Section 9(k).

[Remainder of page left intentionally blank]

14

IN WITNESS WHEREOF, each party has caused this Agreement to be signed by its representative thereunto duly authorized as of the date first written above.

STARZ
By:	/s/ Christopher P. Albrecht
	Name:	Christopher P. Albrecht
	Title:	Chief Executive Officer

Company Signature Page to Voting Agreement

LIONS GATE ENTERTAINMENT CORP.
By:	/s/ Wayne Levin
Name:	Wayne Levin
Title:	General Counsel and Chief Strategic Officer

Parent Signature Page to Voting Agreement

LIBERTY GLOBAL INCORPORATED LIMITED
By:	/s/ Jeremy Evans
Name:	Jeremy Evans
Title:	Director

[Liberty Stockholder Signature Page to Voting Agreement]

LIBERTY GLOBAL PLC
By:	/s/ Jeremy Evans
Name:	Jeremy Evans
Title:	Deputy General Counsel

[Liberty Parent Signature Page to Voting Agreement]

Schedule A

Original Shares

5,000,000 shares of Parent Common Stock