SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 8)*

Lions Gate Entertainment Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

535919203

(CUSIP Number)

Doron Lipshitz, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, New York 10036

(212) 326-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 6, 2011

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

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

(Continued on following pages)

(Page 1 of 11 Pages)

* 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 11 Pages

1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL ADVISORS II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     8,278,176
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     8,278,176
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     8,278,176
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

CUSIP No. 535919203 13D Page 3 of 11 Pages

1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     30,951,698
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     40,297,050
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     40,297,050
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     29.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     PN

CUSIP No. 535919203 13D Page 4 of 11 Pages

1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL ADVISORS III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     30,951,698
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     40,297,050
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     40,297,050
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     29.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

CUSIP No. 535919203 13D Page 5 of 11 Pages

1	NAMES OF REPORTING PERSONS MHR FUND MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     41,916,547
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     51,261,899
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     51,261,899
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     37.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

CUSIP No. 535919203 13D Page 6 of 11 Pages

1	NAMES OF REPORTING PERSONS MARK H. RACHESKY, M.D.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     41,943,224
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     51,288,576
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     51,288,576
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     37.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

Page 7 of 11 Pages

TABLE OF CONTENTS

Item 4. Purpose of Transaction.	8
Item 5. Interest in Securities of the Issuer.	8
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.	10
Item 7. Material to be Filed as Exhibits.	10
SIGNATURES	11

Page 8 of 11 Pages

This statement on Schedule 13D (this “Statement”) amends and supplements, as Amendment No. 8, the Schedule 13D filed on March 18, 2009 (the “Original Schedule 13D”), which was amended on July 13, 2009 by Amendment No. 1 to the Original Schedule 13D (“Amendment No. 1”), on September 17, 2009 by Amendment No. 2 to the Original Schedule 13D (“Amendment No. 2”), on October 26, 2009 by Amendment No. 3 to the Original Schedule 13D (“Amendment No. 3”), on July 21, 2010 by Amendment No. 4 to the Original Schedule 13D (“Amendment No. 4”), on July 30, 2010 by Amendment No. 5 to the Original Schedule 13D (“Amendment No. 5”), on January 10, 2011 by Amendment No. 6 to the Original Schedule 13D (“Amendment No. 6”) and on September 1, 2011 by Amendment No. 7 to the Original Schedule 13D (“Amendment No. 7” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the “Schedule 13D”), and relates to common shares, no par value per share (the “Common Shares”), of Lions Gate Entertainment Corp. (the “Issuer”). The securities reported herein were previously reported on Schedule 13G, filed on August 19, 2005, as amended on January 26, 2006, June 22, 2007, February 14, 2008, September 22, 2008 and March 9, 2009. Capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 7.

Item 4. Purpose of Transaction.

The information set forth in Item 6 below and Exhibit 1 to this Statement are incorporated into this Item 4 by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

The percentages set forth below are based on information contained in the Issuer’s Registration Statement on Form S-3 filed on September 2, 2011, which disclosed that there were 137,296,981 Common Shares outstanding as of September 1, 2011.

(a) (i) Master Account may be deemed to be the beneficial owner of 2,370,023 Common Shares held for its own account (approximately 1.7% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(ii) Capital Partners (100) may be deemed to be the beneficial owner of 316,650 Common Shares held for its own account (approximately 0.2% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(iii) Advisors may be deemed to be the beneficial owner of 2,686,673 Common Shares (approximately 2.0% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 2,370,023 Common Shares held for the account of Master Account and (B) 316,650 Common Shares held for the account of Capital Partners (100).

(iv) Institutional Partners II may be deemed to be the beneficial owner of 2,352,223 Common Shares held for its own account (approximately 1.7% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(v) Institutional Partners IIA may be deemed to be the beneficial owner of 5,925,953 Common Shares held for its own account (approximately 4.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(vi) Institutional Advisors II may be deemed to be the beneficial owner of 8,278,176 Common Shares (approximately 6.0% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 2,352,223 Common Shares held for the account of Institutional Partners II and (B) 5,925,953 Common Shares held for the account of Institutional Partners IIA.

(vii) Institutional Partners III may be deemed to be the beneficial owner of 40,297,050 Common Shares held for its own account (approximately 29.4% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(viii) Institutional Advisors III may be deemed to be the beneficial owner of 40,297,050 Common Shares (approximately 29.4% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of 40,297,050 Common Shares held for the account of Institutional Partners III.

(ix) Fund Management may be deemed to be the beneficial owner of 51,261,899 Common Shares (approximately 37.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5 by virtue of Fund Management’s investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.

Page 9 of 11 Pages

(x) Dr. Rachesky may be deemed to be the beneficial owner of 51,288,576 Common Shares (approximately 37.4% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (a) all of the Common Shares otherwise described in this Item 5 by virtue of Dr. Rachesky’s position as the managing member of each of Advisors, Institutional Advisors II, Institutional Advisors III and Fund Management, (b) 8,333 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in two equal installments on September 15, 2011 and September 15, 2012 and (c) 18,344 shares held directly.

(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 2,370,023 Common Shares which may be deemed to be beneficially owned by Master Account as described above and (y) the sole power to direct the voting of 2,370,023 Common Shares which may be deemed to be beneficially owned by Master Account as described above.

(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 316,650 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above and (y) the sole power to direct the voting of 316,650 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above.

(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 2,686,673 Common Shares which may be deemed to be beneficially owned by Advisors as described above and (y) the sole power to direct the voting of 2,686,673 Common Shares which may be deemed to be beneficially owned by Advisors as described above.

(iv) Institutional Partners II may be deemed to have (x) the sole power to direct the disposition of 2,352,223 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above and (y) the sole power to direct the voting of 2,352,223 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above.

(v) Institutional Partners IIA may be deemed to have (x) the sole power to direct the disposition of 5,925,953 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above and (y) the sole power to direct the voting of 5,925,953 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above.

(vi) Institutional Advisors II may be deemed to have (x) the sole power to direct the disposition of 8,278,176 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above and (y) the sole power to direct the voting of 8,278,176 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above.

(vii) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 40,297,050 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above and (y) the sole power to direct the voting of 30,951,698 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above.

(viii) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 40,297,050 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above and (y) the sole power to direct the voting of 30,951,698 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above.

(ix) Fund Management may be deemed to have (x) the sole power to direct the disposition of 51,261,899 Common Shares which may be deemed to be beneficially owned by Fund Management as described above and (y) the sole power to direct the voting of 41,916,547 Common Shares which may be deemed to be beneficially owned by Fund Management as described above.

(x) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 51,288,576 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above and (y) the sole power to direct the voting of 41,943,224 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above.

(c) None.

(d)(i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Master Account in accordance with their partnership interests in Master Account.

(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).

(iii) The partners of Institutional Partners II, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners II in accordance with their partnership interests in Institutional Partners II.

(iv) The partners of Institutional Partners IIA, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners IIA in accordance with their partnership interests in Institutional Partners IIA.

Page 10 of 11 Pages

(v) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III.

(e) Not Applicable.

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

Item 6 is hereby amended to add the following:

On September 6, 2011, Institutional Partners III entered into an agreement (the “Trust Agreement”) with Stanley Beck (the “Trustee”) pursuant to which Institutional Partners III delivered to the Trustee 9,345,352 Common Shares (the “Trust Shares”) to be held in trust for the benefit of Institutional Partners III. This trust arrangement has been entered into in the event that the acquisition of the Trust Shares would be subject to approval under the Investment Canada Act (the “ICA”).

During the term of the Trust Agreement, the Trustee is entitled to exercise all voting rights in respect of the Trust Shares in his sole discretion, provided that Institutional Partners III will retain the right to vote the Trust Shares at the annual general meeting of the Issuer’s shareholders to be held on September 13, 2011 so long as voting the Trust Shares does not cause Institutional Partners III and its affiliated funds to hold voting power in excess of one-third of the outstanding Common Shares at such meeting.

Pursuant to the Trust Agreement, the Trust Agreement will terminate and the Trust Shares will be released to Institutional Partners III upon (a) a determination by either the relevant minister under the ICA or Institutional Partners III that such approval is not required under the ICA or (b) the approval or deemed approval of the acquisition of the Trust Shares under the ICA.

If Institutional Partners III notifies the Trustee that approval of the acquisition of the Trust Shares is required under the ICA, and Institutional Partners III further notifies the Trustee that such approval has been declined, or that Institutional Partners III has abandoned or withdrawn its application for such approval, the Trust Agreement provides that the Trustee will commence selling the Trust Shares and will distribute the net proceeds from the sale of the Trust Shares to Institutional Partners III.

The preceding description is qualified in its entirety by reference to the terms of the Trust Agreement, which is filed as Exhibit 1 to this Statement and is incorporated into this Item 6 by reference.

Item  7. Material to be filed as Exhibits.

Exhibit No.	Description
1	Trust Agreement, dated as of September 6, 2011, between MHR Institutional Partners III LP and Stanley Beck

Page 11 of 11 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: September 8, 2011	MHR INSTITUTIONAL ADVISORS II LLC
	By:	/s/ Hal Goldstein
		Name: Hal Goldstein
		Title: Vice President
	MHR INSTITUTIONAL PARTNERS III LP
	By:	MHR Institutional Advisors III LLC, its General Partner
	By:	/s/ Hal Goldstein
		Name: Hal Goldstein
		Title: Vice President
	MHR INSTITUTIONAL ADVISORS III LLC
	By:	/s/ Hal Goldstein
		Name: Hal Goldstein
		Title: Vice President
	MHR FUND MANAGEMENT LLC
	By:	/s/ Hal Goldstein
		Name: Hal Goldstein
		Title: Managing Principal
	MARK H. RACHESKY, M.D.
	By:	/s/ Hal Goldstein, Attorney in Fact

EX-1

Exhibit 1

TRUST AGREEMENT

THIS AGREEMENT made the 6^th day of September, 2011,

B E T W E E N:

MHR INSTITUTIONAL PARTNERS III LP,

a Delaware limited partnership,

(hereinafter referred to as “MHR”),

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STANLEY BECK, a resident of Toronto, Ontario,

(hereinafter referred to as the “Trustee”),

WHEREAS, MHR wishes to establish a trust to hold 9,345,352 common shares of Lions Gate Entertainment Corp. (“Lions Gate”) in trust pursuant to this Agreement pending ICA Approval;

AND WHEREAS each party to this Agreement has the power and authority to execute, deliver and perform its obligations under this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“ICA Approval” means: (i) the approval or deemed approval by the applicable minister(s) under the Investment Canada Act of the acquisition of the Trust Shares by MHR on terms and conditions satisfactory to MHR in its sole determination; or (ii) the determination by either the applicable minister(s) under the Investment Canada Act or MHR in its sole discretion that the acquisition of the Trust Shares by MHR will not, under the Investment Canada Act, constitute an acquisition of control of a Canadian business;

“Lions Gate” means Lions Gate Entertainment Corp.;

“person” includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency and any other form of entity or organization;

“Trust Shares” means, subject to sections 1.6 and 4.2 below, the common shares of Lions Gate deposited in trust pursuant to this Agreement;

“Trustee” means Stanley Beck, and any successor trustee appointed in accordance with the terms of this Agreement; and

“Voting Rights” means all voting rights appertaining to any of the Trust Shares and the right to exercise any other power, privilege, right or franchise attaching to such Trust Shares, including initiating any action, consenting to any matter or thing or otherwise participating as a shareholder of Lions Gate.

1.2 Rules of Construction

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

(b) references to an “Article” or “Section” followed by a number or letter refer to the specified Article or Section of this Agreement;

(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

(e) the word “including” is deemed to mean “including without limitation”;

(f) the terms “party” and “the parties” refer to a party or the parties to this Agreement; and

(g) any reference to any agreement (including this Agreement), indenture or other instrument in writing means such agreement, indenture or other instrument in writing as amended, modified, replaced or supplemented from time to time.

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1.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein or in the engagement letter dated September 6, 2011.

1.4 Governing Law and Jurisdiction

This Agreement shall be governed exclusively by, construed and enforced in accordance with, the laws of the State of New York. Each party to this Agreement hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or any agreements or transactions contemplated hereby may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address set forth in Section 5.1 hereof, such service to become effective ten (10) days after such mailing.

1.5 Severability

It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

1.6 Changes in Trust Shares

If necessary in order to preserve the original scope and intent of this Agreement, at any time after a reconstruction, reorganization, arrangement, consolidation, merger (whether statutory or otherwise) or recapitalization of Lions Gate, or the amalgamation of Lions Gate into or with another corporation, or after redivision, consolidation, reclassification, subdivision or other change of the common shares of Lions Gate, as the case may be, this Agreement shall, without further act or formality, be deemed to be amended to apply to any new class, series or number of shares or securities into which the Trust Shares, as the case may be, may be changed.

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ARTICLE 2

THE TRUSTEE

2.1 Trustee

There shall be one Trustee hereunder, the first of which shall be Stanley Beck.

2.2 Acceptance by Trustee

The Trustee hereby accepts the trusts imposed on him hereunder and acknowledges, declares and confirms that:

(a) he will hold the Trust Shares deposited with him pursuant to this Agreement in trust subject to the provisions hereof; and

(b) he does not and will not have any interest in the Trust Shares, except as set out in the terms of this Agreement.

2.3 Resignation and Replacement of Trustee

(a) If at any point the then current Trustee is unwilling or unable to continue acting as Trustee, then the Trustee shall have the right to designate, in his sole discretion and without reference to MHR, a person to serve as a replacement Trustee. Upon a change in Trustee, the former Trustee shall execute all such transfers and other documents and do all such other acts and things as may be reasonably necessary in order that the new trustee may be substituted hereunder for the Trustee. Upon a new trustee executing and delivering a counterpart of this Agreement, or otherwise agreeing to be bound by the provisions hereof, such new trustee shall be deemed to be the Trustee for all purposes of this Agreement.

(b) Any person selected as aforesaid to fill a vacancy created in the office of Trustee shall execute and deliver an agreement, as a condition precedent to becoming a Trustee, whereby such person agrees, in effect, to be bound by the provisions hereof as if he were an original party hereto and shall thereupon have the same rights, powers and discretions as though originally appointed a Trustee hereunder.

ARTICLE 3

TRUST SHARES

3.1 Deposit of Trust Shares; Voting of Trust Shares

MHR shall deliver the Trust Shares to the Trustee or his agent by delivery of one or more share certificates together with a stock transfer form transferring the Trust Shares to “Stanley Beck, in trust”, or by such other delivery arrangements as the Trustee and MHR may agree. Upon receipt of the Trust Shares, the Trustee shall hold the Trust Shares for the benefit of MHR. For greater certainty, only the Trustee shall be entitled to exercise all such Voting Rights as the Trustee in his sole discretion shall from time to time or at any time determine, without reference to MHR, provided that MHR will retain the right to vote the Trust Shares with respect to the annual shareholders meeting of Lions Gate currently scheduled for September 13, 2011 for

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which the record date was August 5, 2011 so long as voting such Trust Shares does not cause MHR and its affiliated funds to hold voting power in excess of one-third of the outstanding common shares of Lions Gate at such meeting.

3.2 Payment of Dividends and Distributions

All cash dividends or other distributions received by the Trustee on account of the Trust Shares and all proceeds received by the Trustee in connection with the disposition of the Trust Shares (other than any dividend, distribution or proceeds consisting of additional securities), if any, shall be held in trust by the Trustee and shall forthwith be paid to MHR, less any amounts required to be withheld by the Trustee on account of any tax or government charge pursuant to applicable law. Any securities received by the Trustee as a result of the payment of any stock dividend or other distribution in respect of the Trust Shares shall be retained by the Trustee and held on and subject to the terms of this Agreement in like manner and to the same effect as if the same had been originally deposited with the Trustee as Trust Shares.

ARTICLE 4

TERM OF TRUST

4.1 Termination Following Investment Canada Act Approval

Upon ICA Approval, MHR shall notify the Trustee and, forthwith after receiving such notice, the Trustee shall deliver the Trust Shares to MHR or as MHR shall direct by notice in writing to the Trustee. This Agreement shall thereupon terminate and all rights and obligations of the Trustee hereunder shall cease.

4.2 Termination as to Some of the Trust Shares

Upon receipt by the Trustee of notice from MHR that MHR has determined that it may acquire some but not all of the Trust Shares in compliance with the Investment Canada Act, then such number of Trust Shares specified by MHR shall thereupon cease to be Trust Shares and, forthwith after receiving such notice, the Trustee shall deliver such shares, together with any cash or property held by the Trustee in respect of such Trust Shares pursuant to Section 3.2 hereof, to MHR or as MHR shall direct by notice in writing to the Trustee. This Agreement shall thereupon continue with respect to the remaining Trust Shares.

4.3 Sale of Trust Shares

Upon receipt by the Trustee of notice from MHR that ICA Approval continues to be required but its request for ICA Approval has been declined, abandoned or withdrawn, the Trustee shall commence selling the Trust Shares and shall distribute the net proceeds from the sale of the Trust Shares as and when received, in full and without any deduction or reduction, to MHR. The Trustee shall use commercially reasonable efforts to sell the shares in a prompt but orderly manner, in accordance with applicable securities laws, and to obtain the best price reasonably available for such Trust Shares. Upon the sale of all such Trust Shares and the distribution of all such proceeds therefrom to MHR, this Agreement shall terminate and all rights and obligations of the Trustee hereunder shall cease.

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ARTICLE 5

MISCELLANEOUS

5.1 Notices

Any notice or other communication hereunder to be made pursuant to the provisions of this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows:

To Buyer at:

MHR Fund Management LLC

40 West 57th Street, 24th Floor

New York, NY 10019

Attn: Hal Goldstein

Facsimile: (212) 262-9356

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

O’Melveny & Myers LLP

Times Square Tower

7 Times Square

New York, NY 10036

Attention: Doron Lipshitz

Facsimile: (212) 326-2061

To the Trustee at:

Mr. Stanley Beck

66 Collier Street, Suite 12D

Toronto, Ontario M4W 1L9

Facsimile: 416-907-3940

or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) business days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier.

Any party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this Section 5.1.

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5.2 Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

5.3 Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the parties and their respective successors and permitted assigns. The Trustee may only assign his obligations hereunder pursuant to Section 2.3.

5.4 Counterparts

This Agreement may be executed in any number of counterparts, including by facsimile transmission, and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

5.5 Further Assurances

Each of the parties hereto shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

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IN WITNESS WHEREOF this Agreement has been executed by the parties on the date first above written.

/s/    Stanley Beck        

Stanley Beck, as Trustee

MHR INSTITUTIONAL PARTNERS III LP
by MHR INSTITUTIONAL ADVISORS III LLC, its General Partner
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President