SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

STARZ

(Name of Issuer)

Series A Common Stock, par value $.01 per share

Series B Common Stock, par value $.01 per share

(Title of Class of Securities)

Series A Common Stock: 85571Q102

Series B Common Stock: 85571Q201

(CUSIP Number)

Wayne Levin

General Counsel and Chief Strategic Officer

Lions Gate Entertainment Corp.

2700 Colorado Avenue, Suite 200

Santa Monica, California 90404

(877) 848-3866

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

March 27, 2015

(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.

* 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No.	85571Q102 (STRZA)
	85571Q201 (STRZB)

1.	Names of reporting persons Lions Gate Entertainment Corp. (1)
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x (2)
3.	SEC use only
4.	Source of funds (see instructions)     OO
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization     British Columbia, Canada
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     Series A Common Stock: 2,118,038 (3), (4)     Series B Common Stock: 2,590,597 (3), (4)
		9.	Sole dispositive power     0
		10.	Shared dispositive power     Series A Common Stock: 2,118,038 (3), (4)     Series B Common Stock: 2,590,597 (3), (4)
11.	Aggregate amount beneficially owned by each reporting person     Series A Common Stock: 2,118,038 (3), (4)     Series B Common Stock: 2,590,597 (3), (4)
12.	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row (11)     Series A Common Stock: 2.31% (5)     Series B Common Stock: 26.24% (5)
14.	Type of reporting person (see instructions)     CO

(1) The information set forth in Items 4, 5 and 6 is incorporated herein by reference. The share amounts reflected in the foregoing table reflect the beneficial ownership of Lions Gate Entertainment Corp. (“Lions Gate”) in connection with the closing of the transactions contemplated by the Stock Exchange Agreement (the “Exchange Agreement”), dated as of February 10, 2015, by and among Lions Gate, LG Leopard Canada LP, an Ontario limited partnership and indirect wholly owned entity of Lions Gate (“Leopard”) and certain affiliates of John C. Malone listed on Schedule I thereto (the “Stockholders”). Pursuant to the Exchange Agreement, on March 27, 2015, Leopard acquired from the Stockholders 2,118,038 shares of Series A Common Stock and 2,590,597 shares of Series B Common Stock (collectively, the “Starz Exchange Shares”) of Starz (the “Issuer”) in exchange for 4,967,695 newly issued common shares of Lions Gate, no par value per share. The Starz Exchange Shares covered by this statement on Schedule 13D (this “Statement”) are held of record by Leopard. The sole general partner of Leopard is LG Leopard GP Canada Inc., an Ontario corporation (“Leopard GP”), and the sole limited partner of Leopard is Lions Gate. Further, the sole stockholder of Leopard GP is Lions Gate.

(2) Pursuant to the Exchange Agreement, the Stockholders will have (1) a right of first offer on sales of the Starz Exchange Shares by Leopard and (2) an irrevocable proxy to vote the Starz Exchange Shares on matters submitted to a vote of the Issuer’s stockholders, subject to certain exceptions. See Items 4, 5 and 6. Lions Gate expressly disclaims the existence of, and membership in, any group with Dr. Malone and any of the Stockholders.

(3) Comprised of 2,118,038 shares of the Issuer’s Series A Common Stock and 2,590,597 shares of the Issuer’s Series B Common Stock that are held of record by Leopard. By virtue of Lions Gate’s position as the limited partner of Leopard, for purposes of this Statement, Lions Gate may be deemed to beneficially own those shares.

(4) Does not consider shares of the Issuer’s Series A Common Stock that may be issued upon the conversion of shares of the Issuer’s Series B Common Stock. At the option of the holder, each share of the Issuer’s Series B Common Stock is convertible into one share of the Issuer’s Series A Common Stock.

(5) Based on 91,799,389 shares of the Issuer’s Series A Common Stock and 9,872,524 shares of the Issuer’s Series B Common Stock outstanding as of January 31, 2015, as reported by the Issuer in its Annual Report on Form 10-K for the annual period ended December 31, 2014. At the option of the holder, each share of the Issuer’s Series B Common Stock is convertible into one share of the Issuer’s Series A Common Stock. Each share of the Issuer’s Series B Common Stock is entitled to 10 votes, whereas each share of the Issuer’s Series B Common Stock is entitled to one vote. Accordingly, Leopard GP may be deemed to beneficially own voting equity securities of the Issuer representing approximately 14.7% of the voting power with respect to a general election of directors of the Issuer. See Items 5 and 6.

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CUSIP No.	85571Q102 (STRZA)
	85571Q201 (STRZB)

1.	Names of reporting persons LG Leopard GP Canada Inc. (1)
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x (2)
3.	SEC use only
4.	Source of funds (see instructions)     OO
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization     Ontario, Canada
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     Series A Common Stock: 2,118,038 (3), (4)     Series B Common Stock: 2,590,597 (3), (4)
		9.	Sole dispositive power     0
		10.	Shared dispositive power     Series A Common Stock: 2,118,038 (3), (4)     Series B Common Stock: 2,590,597 (3), (4)
11.	Aggregate amount beneficially owned by each reporting person     Series A Common Stock: 2,118,038 (3), (4)     Series B Common Stock: 2,590,597 (3), (4)
12.	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row (11)     Series A Common Stock: 2.31% (5)     Series B Common Stock: 26.24% (5)
14.	Type of reporting person (see instructions)     CO

(1) The information set forth in Items 4, 5 and 6 is incorporated herein by reference. The share amounts reflected in the foregoing table reflect the beneficial ownership of Leopard GP in connection with the closing of the transactions contemplated by the Exchange Agreement. Pursuant to the Exchange Agreement, on March 27, 2015, Leopard acquired from the Stockholders 2,118,038 shares of the Issuer’s Series A Common Stock and 2,590,597 shares of the Issuer’s Series B Common Stock in exchange for 4,967,695 common shares of Lions Gate, no par value per share. The Starz Exchange Shares covered by this Statement are held of record by Leopard. The sole general partner of Leopard is Leopard GP, and the sole limited partner of Leopard is Lions Gate. Further, the sole stockholder of Leopard GP is Lions Gate.

(2) Pursuant to the Exchange Agreement, the Stockholders will have (1) a right of first offer on sales of the Starz Exchange Shares by Leopard and (2) an irrevocable proxy to vote the Starz Exchange Shares on matters submitted to a vote of the Issuer’s stockholders, subject to certain exceptions. See Items 4, 5 and 6. Leopard GP expressly disclaims the existence of, and membership in, any group with Dr. Malone and any of the Stockholders.

(3) Comprised of 2,118,038 shares of the Issuer’s Series A Common Stock and 2,590,597 shares of the Issuer’s Series B Common Stock that are held of record by Leopard. By virtue of Leopard GP’s position as the sole general partner of Leopard, for purposes of this Statement, Leopard GP may be deemed to beneficially own those shares.

(4) Does not consider shares of the Issuer’s Series A Common Stock that may be issued upon the conversion of shares of the Issuer’s Series B Common Stock. At the option of the holder, each share of the Issuer’s Series B Common Stock is convertible into one share of the Issuer’s Series A Common Stock.

(5) Based on 91,799,389 shares of the Issuer’s Series A Common Stock and 9,872,524 shares of the Issuer’s Series B Common Stock outstanding as of January 31, 2015, as reported by the Issuer in its Annual Report on Form 10-K for the annual period ended December 31, 2014. At the option of the holder, each share of the Issuer’s Series B Common Stock is convertible into one share of the Issuer’s Series A Common Stock. Each share of the Issuer’s Series B Common Stock is entitled to 10 votes, whereas each share of the Issuer’s Series B Common Stock is entitled to one vote. Accordingly, Leopard GP may be deemed to beneficially own voting equity securities of the Issuer representing approximately 14.7% of the voting power with respect to a general election of directors of the Issuer. See Items 5 and 6.

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CUSIP No.	85571Q102 (STRZA)
	85571Q201 (STRZB)

1.	Names of reporting persons LG Leopard Canada LP (1)
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x (2)
3.	SEC use only
4.	Source of funds (see instructions)     OO
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization     Ontario, Canada
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     Series A Common Stock: 2,118,038 (3)     Series B Common Stock: 2,590,597 (3)
		9.	Sole dispositive power     0
		10.	Shared dispositive power     Series A Common Stock: 2,118,038 (3)     Series B Common Stock: 2,590,597 (3)
11.	Aggregate amount beneficially owned by each reporting person     Series A Common Stock: 2,118,038 (3)     Series B Common Stock: 2,590,597 (3)
12.	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row (11)     Series A Common Stock: 2.31% (4)     Series B Common Stock: 26.24% (4)
14.	Type of reporting person (see instructions)     PN

(1) The information set forth in Items 4, 5 and 6 is incorporated herein by reference. The share amounts reflected in the foregoing table reflect the beneficial ownership of Leopard in connection with the closing of the transactions contemplated by the Exchange Agreement. Pursuant to the Exchange Agreement, on March 27, 2015, Leopard acquired from the Stockholders 2,118,038 shares of the Issuer’s Series A Common Stock and 2,590,597 shares of the Issuer’s Series B Common Stock in exchange for 4,967,695 newly issued common shares of Lions Gate, no par value per share. The Starz Exchange Shares covered by this Statement are held of record by Leopard. The sole general partner of Leopard is Leopard GP, and the sole limited partner of Leopard is Lions Gate. Further, the sole stockholder of Leopard GP is Lions Gate.

(2) Pursuant to the Exchange Agreement, the Stockholders will have (1) a right of first offer on sales of the Starz Exchange Shares by Leopard and (2) an irrevocable proxy to vote the Starz Exchange Shares on matters submitted to a vote of the Issuer’s stockholders, subject to certain exceptions. See Items 4, 5 and 6. Leopard expressly disclaims the existence of, and membership in, any group with Dr. Malone and any of the Stockholders.

(3) Does not consider shares of the Issuer’s Series A Common Stock that may be issued upon the conversion of shares of the Issuer’s Series B Common Stock. At the option of the holder, each share of the Issuer’s Series B Common Stock is convertible into one share of the Issuer’s Series A Common Stock.

(4) Based on 91,799,389 shares of the Issuer’s Series A Common Stock and 9,872,524 shares of the Issuer’s Series B Common Stock outstanding as of January 31, 2015, as reported by the Issuer in its Annual Report on Form 10-K for the annual period ended December 31, 2014. At the option of the holder, each share of the Issuer’s Series B Common Stock is convertible into one share of the Issuer’s Series A Common Stock. Each share of the Issuer’s Series B Common Stock is entitled to 10 votes, whereas each share of the Issuer’s Series B Common Stock is entitled to one vote. Accordingly, Leopard GP may be deemed to beneficially own voting equity securities of the Issuer representing approximately 14.7% of the voting power with respect to a general election of directors of the Issuer. See Items 5 and 6.

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ITEM 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to shares of Series A Common Stock, par value $0.01 per share (the “Series A Shares”), and shares of Series B Common Stock, par value $0.01 per share (the “Series B Shares,” and together with the Series A Shares, the “Shares”), of Starz, a Delaware corporation (“Starz” or the “Issuer”). The Issuer’s executive offices are located at 8900 Liberty Circle, Englewood, Colorado 80112.

ITEM 2. Identity and Background.

This Statement is being filed jointly pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to report the beneficial ownership that LG Leopard Canada LP, an Ontario limited partnership (“Leopard”), LG Leopard GP Canada Inc., an Ontario corporation (“Leopard GP”), and Lions Gate Entertainment Corp., a British Columbia corporation (“Lions Gate,” and together with Leopard and Leopard GP, the “Reporting Persons”), may be deemed to have acquired pursuant to the closing on March 27, 2015 of the Stock Exchange Agreement (the “Exchange Agreement”), dated as of February 10, 2015, by and among Lions Gate, Leopard and certain affiliates of John C. Malone listed on Schedule I thereto (the “Stockholders”). Pursuant to the Exchange Agreement, Leopard acquired from the Stockholders 2,118,038 Series A Shares and 2,590,597 Series B Shares (collectively, the “Starz Exchange Shares”). In exchange, Leopard delivered to the Stockholders 4,967,695 newly issued common shares of Lions Gate, no par value per share.

The Reporting Persons have entered into an agreement relating to the joint filing of this Statement in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act, a copy of which is attached as Exhibit 7(c) hereto.

Leopard is an Ontario limited partnership that was formed to effect the Exchange. Its registered office is located at 77 King Street West, Suite 400, Toronto, Ontario, Canada M5K 0A1, and its telephone number is (877) 848-3866. Leopard’s current business is limited to owning the Starz Exchange Shares. The sole general partner of Leopard is Leopard GP, and the sole limited partner of Leopard is Lions Gate. Further, the sole stockholder of Leopard GP is Lions Gate.

Leopard GP is an Ontario corporation that was formed to effect the Exchange. Its registered office is located at 77 King Street West, Suite 400, Toronto, Ontario, Canada M5K 0A1, and its telephone number is (877) 848-3866. Leopard GP has not conducted, nor does it expect to conduct, any business other than in connection with the Exchange or the ownership of the Starz Exchange Shares. The sole stockholder of Leopard GP is Lions Gate.

Lions Gate is a British Columbia corporation that has principal executive offices located at 250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8, Canada, and at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404. Its telephone number is (877) 848-3866. Lions Gate is a premier next generation global content leader with a strong and diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, digital distribution, channel platforms and international distribution and sales.

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The name, primary business address, citizenship and present principal occupation of each director and executive officer of the Reporting Persons is set forth in Schedule A to this Statement, which is incorporated herein by reference.

Except as disclosed herein, none of the Reporting Persons nor, to the best of their knowledge, any director, executive officer or controlling person of any Reporting Person, has, during the last five years, been (a) convicted of a criminal violation (excluding traffic violations and similar misdemeanors) or (b) 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.

As disclosed on Lions Gate’s Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 13, 2014, Lions Gate entered on such date into an administrative order with the SEC relating to transactions that Lions Gate announced on July 20, 2010. The administrative order fully resolved the SEC’s investigation into these transactions. Pursuant to the settlement, Lions Gate admitted to certain disclosure violations and agreed to pay $7.5 million in penalties. This full amount was previously recorded as a charge to general and administrative expenses by Lions Gate in the third quarter of 2014.

ITEM 3. Source or Amount of Funds or Other Consideration.

The Reporting Persons funded Leopard’s purchase of the Shares covered by this Statement through the issuance of 4,967,695 common shares, no par value, of Lions Gate to the Stockholders. The information set forth or incorporated in Item 4 is incorporated herein by reference.

ITEM 4. Purpose of Transaction.

On February 10, 2015, Lions Gate entered into the Exchange Agreement with Leopard and the Stockholders, pursuant to which, on March 27, 2015, Leopard acquired from the Stockholders an aggregate of 2,118,038 Series A Shares and 2,590,597 Series B Shares held by the Stockholders. In exchange, on March 27, 2015, Leopard delivered to the Stockholders 4,967,695 newly issued common shares of Lions Gate, no par value per share. As of the date hereof, the Starz Exchange Shares represent approximately 14.7% of the total voting power of the issued and outstanding Shares.

The Exchange Agreement is filed as Exhibit 7(a) to this Statement and is incorporated by reference herein. The following description of various terms of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement.

Pursuant to the Exchange Agreement, the Stockholders have agreed to not transfer the Lions Gate Exchange Shares to a third party without the prior written consent of Lions Gate until the earlier of (x) the date that is two years from the closing of the Exchange and (y) such time as Leopard no longer holds at least 75% of the Starz Exchange Shares (except to the extent Leopard has transferred Starz Exchange Shares in order to maintain ownership of less than 15% of the total voting power of the issued and outstanding Shares). Until the occurrence of a “Change of

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Control” of Starz (as defined in the Exchange Agreement), the Stockholders and Leopard have each agreed to comply with a right of first offer prior to transferring any shares received in the Exchange. Notwithstanding the transfer restrictions contained in the Exchange Agreement, the parties may transfer the Starz Exchange Shares or the Lions Gate Exchange Shares to their respective affiliates, so long as such affiliates agree to be bound by the provisions of the Exchange Agreement to the same extent as Leopard (in the case of a transfer by Leopard) or each Stockholder (in the case of a transfer by a Stockholder) and in compliance with applicable securities laws.

Pursuant to the Exchange Agreement, in connection with the closing of the Exchange, on March 27, 2015, Lions Gate appointed Dr. Malone to its Board of Directors. Lions Gate has agreed to nominate Dr. Malone for election to its Board of Directors at each annual meeting of Lions Gate’s stockholders that occurs prior to the earlier of (x) the date that is two years from the closing of the Exchange and (y) such time as both of the following occur: (i) the Stockholders collectively hold less than 75% of the Lions Gate Exchange Shares and (ii) Dr. Malone and his affiliates collectively hold less than 2.7% of Lions Gate’s outstanding common shares.

Further, in connection with the consummation of the Exchange, Leopard has granted an irrevocable proxy to each of the Stockholders to vote such Starz Exchange Shares each has surrendered in the Exchange, except with respect to proposals related to extraordinary transactions or proposals related to the issuance or sale of securities (the “Irrevocable Proxy”). The Irrevocable Proxy will automatically terminate (1) as to a particular Starz Exchange Share, upon any sale or transfer of such share to a third party; (2) in its entirety at such time as Dr. Malone is no longer a member of Lions Gate’s Board of Directors; or (3) in its entirety upon the occurrence of a “Change of Control” of Starz. Each of the Stockholders has signed an identical Irrevocable Proxy, the form of which is filed as Exhibit 7(b) to this Statement and is incorporated by reference herein. The foregoing description of the Irrevocable Proxy is qualified in its entirety by reference to the Irrevocable Proxy.

The Shares reported in this Statement were acquired by the Reporting Persons based on their view that the shares represented an attractive investment opportunity. The Reporting Persons review their holdings in the Issuer on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may become available with respect to the Issuer and its securities.

The Reporting Persons may from time to time and at any time, in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through open market transactions, privately negotiated transactions or otherwise. Depending upon a variety of factors, the Reporting Persons may from time to time and at any time, in their sole discretion, consider, formulate and implement various plans or proposals intended to enhance the value of their investment in the Issuer, including, among other things, proposing or effecting any matter that would constitute or result in any of the matters or effects enumerated in Item (a)-(j) of Schedule 13D.

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From time to time each of the Reporting Persons may enter into derivative securities transactions or other hedging arrangements with respect to securities held for its account. Each Reporting Person may also, from time to time, hold shares of Starz Series A Common Stock or Starz Series B Common Stock in margin accounts or lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and retain dividends during the term of the loan. From time to time, to the extent permitted by applicable law, each of the Reporting Persons may borrow securities, including the Starz Series A Common Stock or Starz Series B Common Stock, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short sale positions in such securities.

ITEM 5. Interest in Securities of the Issuer.

(a) As a result of the Exchange, the Reporting Persons beneficially own (i) 2,118,038 Series A Shares, which represent approximately 2.31% of the outstanding Series A Shares, and (ii) 2,590,597 Series B Shares, which represent approximately 26.24% of the outstanding Series B Shares. To the best knowledge of each Reporting Person, none of the persons named in Schedule A beneficially owns any Shares.

The percentage interests indicated herein are based on 91,799,389 Series A Shares and 9,872,524 Series B Shares outstanding as of January 31, 2015, as reported by the Issuer in its Annual Report on Form 10-K for the annual period ended December 31, 2014.

(b) As described in Item 4, pursuant to the Exchange Agreement, each of the Stockholders will have (i) a right of first offer on the sales of the Starz Exchange Shares by Leopard and (ii) an Irrevocable Proxy to vote such Starz Exchange Shares each has surrendered in the Exchange in certain matters submitted to a vote of the Issuer’s stockholders. As such, the Reporting Persons will share the power to vote the Starz Exchange Shares with the Stockholders. By virtue of Leopard GP’s position as the sole general partner of Leopard and Lions Gate’s position as the sole limited partner of Leopard, Leopard GP and Lions Gate will have voting and investment authority over the Starz Exchange Shares. As such, the Reporting Persons will jointly retain the power to dispose of, or to direct the disposition of, the Starz Exchange Shares.

(c) Other than the acquisition of the Starz Exchange Shares pursuant to the Exchange Agreement, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A, has effected any transaction in the Shares during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

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

As described more fully in Item 4 above, the Reporting Persons and the Stockholders are parties to the Exchange Agreement, and Leopard and each of the Stockholders are parties to an Irrevocable Proxy. Except as described herein, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Issuer, including, but not limited to, transfers or voting of any securities, finders’ fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

ITEM 7. Material to Be Filed as Exhibits.

The following documents are filed or incorporated by reference as exhibits to this Statement:

Exhibit Number	Description of Exhibit
7(a)	Stock Exchange Agreement, dated as of February 10, 2015, by and among Lions Gate, Leopard and the Stockholders (Exhibit 10.1 to Lions Gate Entertainment Corp.’s Current Report on Form 8-K (File No. 001-14880) filed with the Securities and Exchange Commission on February 11, 2015).
7(b)	Form of Irrevocable Proxy.
7(c)	Joint Filing Agreement, dated March 27, 2015, by and between Lions Gate, Leopard GP and Leopard.

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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.

Date:	March 30, 2015
LIONS GATE ENTERTAINMENT CORP.
By:	/s/ Wayne Levin
Name:	Wayne Levin
Title:	General Counsel and Chief Strategic Officer
LG LEOPARD GP CANADA INC.
By:	/s/ Wayne Levin
Name:	Wayne Levin
Title:	President, General Counsel and Secretary
LG LEOPARD CANADA LP, by its general partner LG LEOPARD GP CANADA INC.
By:	/s/ Wayne Levin
Name:	Wayne Levin
Title:	President, General Counsel and Secretary

[Signature Page to Schedule 13D]

Schedule A

Directors and Officers of Lions Gate Entertainment Corp., LG Leopard GP Canada Inc. and LG Leopard Canada LP

Set forth below is the name, primary business address, present occupation or employment and citizenship of each director and executive officer of Lions Gate Entertainment Corp. (“Lions Gate”) and LG Leopard GP Canada Inc. (“Leopard GP”). LG Leopard Canada LP (“Leopard”) does not have any executive officers or directors and its affairs are managed and controlled by its general partner, Leopard GP. None of the directors or executive officers named below beneficially owns any Series A Common Stock or Series B Common Stock, respectively, of Starz.

The business address of each executive officer of Lions Gate is 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404. The business address of each executive officer of Leopard GP is 77 King Street West, Suite 400, Toronto, Ontario, Canada M5K 0A1.

DIRECTORS OF LIONS GATE ENTERTAINMENT CORP.

Name	Principal Occupation or Employment
Michael Burns	Vice Chairman, Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Gordon Crawford	Chairman of the Board of Trustees, U.S. Olympic Foundation; Vice Chairman, Paley Center for Media; Life Trustee on the Board of Trustees, Southern California Public Radio
c/o Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Arthur Evrensel	Partner, Michael, Evrensel & Pawar LLP
c/o Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Jon Feltheimer	Chief Executive Officer, Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Frank Giustra	President and Chief Executive Officer, Fiore Financial Corporation
c/o Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Morley Koffman, Q.C.	Attorney, Koffman Kalef LLP
885 West Georgia Street
Vancouver, BC V6C 3H4
Canada
Harald Ludwig	President and Chief Executive Officer, Macluan Capital Corporation
c/o Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404

Name	Principal Occupation or Employment
G. Scott Paterson	Vice Chairman, NeuLion Inc.
c/o Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Mark H. Rachesky, M.D.	President and Founder, MHR Fund Management LLC
c/o Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Daryl Simm	Chairman and Chief Executive Officer, Omnicom Media Group
c/o Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Hardwick Simmons	Lead Director, Raymond James Financial
c/o Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Phyllis Yaffe	Director, Lions Gate Entertainment Corp.; formerly, Chief Executive Officer, Alliance Atlantis Communications
c/o Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404

Messrs. Burns, Crawford, Feltheimer, Rachesky and Simmons are U.S. citizens. Messrs. Evrensel, Giustra, Koffman, Ludwig, Paterson and Simm and Ms. Yaffe are Canadian citizens.

EXECUTIVE OFFICERS OF LIONS GATE ENTERTAINMENT CORP.

Name	Principal Occupation or Employment
Jon Feltheimer	Chief Executive Officer
Michael Burns	Vice Chairman
Steve Beeks	Co-Chief Operating Officer; President, Motion Picture Group
Brian Goldsmith	Co-Chief Operating Officer
Wayne Levin	General Counsel and Chief Strategic Officer
James W. Barge	Chief Financial Officer

Messrs. Feltheimer, Burns, Beeks, Goldsmith, Levin and Barge are U.S. citizens.

DIRECTORS OF LG LEOPARD GP CANADA INC.

Name	Principal Occupation or Employment
Wayne Levin	Director; General Counsel and Chief Strategic Officer, Lions Gate Entertainment Corp.
James W. Barge	Director; Chief Financial Officer, Lions Gate Entertainment Corp.
Allen Garson	Director; Partner, Dentons Canada LLP

EXECUTIVE OFFICERS OF LG LEOPARD GP CANADA INC.

Name	Principal Occupation or Employment
Wayne Levin	President, General Counsel and Secretary; General Counsel and Chief Strategic Officer, Lions Gate Entertainment Corp.
David Friedman	Executive Vice President; Executive Vice President, Business & Legal Affairs and Deputy General Counsel, Lions Gate Entertainment Corp.
B. James Gladstone	Executive Vice President; Executive Vice President, Business & Legal Affairs, Lions Gate Entertainment Corp.

Messrs. Levin, Friedman and Gladstone are U.S. citizens and Mr. Garson is a Canadian citizen.

DIRECTORS OF LG LEOPARD CANADA LP

Name	Principal Occupation or Employment
N/A	N/A

EXECUTIVE OFFICERS OF LG LEOPARD CANADA LP

Name	Principal Occupation or Employment
N/A	N/A

EX-99.7(A)

Exhibit 7(a)                  

EXECUTION FINAL

STOCK EXCHANGE AGREEMENT

This STOCK EXCHANGE AGREEMENT, dated as of February 10, 2015 (this “Agreement”), is made by and among Lions Gate Entertainment Corp., a British Columbia corporation (“LGF”), LG Leopard Canada LP, a Canadian limited partnership and indirect wholly-owned subsidiary of LGF (“Purchaser”), and the stockholders listed on Schedule 1 (each a “Stockholder” and collectively the “Stockholders”).

R E C I T A L S:

WHEREAS, as of the date of this Agreement, each Stockholder owns, and at all times prior to the Closing will own, the number of shares of Series A common stock, par value $0.01 per share (the “Starz Series A Common Stock”), of Starz, a Delaware corporation (“Starz”), and the number of shares of Series B common stock, par value $0.01 per share (the “Starz Series B Common Stock” and together with the Starz Series A Common Stock, the “Starz Common Stock”), of Starz set forth opposite the name of such Stockholder on Schedule 1, representing in the aggregate as of the date hereof approximately 14.5% of the total voting power of the issued and outstanding shares of Starz Common Stock;

WHEREAS, Stockholder wishes to transfer the Starz Exchange Shares (as defined below) to Purchaser in exchange for the LGF Exchange Shares (as defined below), and Purchaser wishes to acquire the Starz Exchange Shares from the Stockholders in exchange for the issuance of the LGF Exchange Shares to the Stockholders, on the terms and conditions set forth in this Agreement (the “Exchange”); and

WHEREAS, in connection with the Closing, and as a condition to the willingness of the Stockholders to enter into this Agreement, Purchaser will grant an Irrevocable Proxy to each Stockholder substantially in the form attached hereto as Exhibit A (the “Irrevocable Proxy”).

NOW, THEREFORE, the Parties agree as follows:

ARTICLE 1

Exchange of Shares

Section 1.1 Exchange. Subject to the terms and conditions hereof, at the Closing:

(a) Each Stockholder shall convey, transfer and deliver to Purchaser, free and clear of any liens, pledges, charges and security interests and similar encumbrances (“Liens”) (other than the Irrevocable Proxy or transfer restrictions imposed by applicable securities laws), (i) the shares of Starz Series A Common Stock (the “Starz Series A Exchange Shares”) and the shares of Starz Series B Common Stock (the “Starz Series B Exchange Shares” and together with the Starz Series A Exchange Shares, the “Starz Exchange Shares”), listed opposite such Stockholder’s name on Schedule 1; provided, however, that if, at the Closing, the Starz Exchange Shares represent greater than 14.9% of the total voting power of the issued and outstanding shares of Starz Common Stock, the specific number of such shares to be conveyed by each Stockholder pursuant to this Agreement shall automatically be reduced in such proportion as determined by the Stockholders such that, at the Closing, the Starz Exchange Shares will represent 14.9% of the total voting power of the issued and outstanding shares of Starz Common Stock; and

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(b) Purchaser shall convey, transfer and deliver to each Stockholder, free and clear of any Liens (other than transfer restrictions imposed by applicable securities laws), a number of shares of common stock, no par value per share (the “LGF Common Stock”), of LGF equal to the sum of (1) the number of Starz Series A Exchange Shares conveyed by such Stockholder pursuant to Section 1.1(a) and (2) 1.1, multiplied by the number of Starz Series B Exchange Shares conveyed by such Stockholder pursuant to Section 1.1(a) (the “LGF Exchange Shares”).

Section 1.2 Closing.

(a) The closing of the Exchange (the “Closing”) shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 at 10:00 a.m. (Eastern time) on the third (3^rd) Business Day following the satisfaction or (to the extent permitted by Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article 4 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions), or at such other place, time and date as shall be agreed in writing among the Parties. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

(b) At the Closing:

(i) Each Stockholder shall deliver, or cause to be delivered, to Purchaser (1) either one or more original share certificate(s), duly endorsed or with stock powers duly executed in favor of Purchaser, and with any required stock transfer stamps affixed thereto or evidence of book entry delivery, representing all of Starz Exchange Shares; (2) the certificate required by Section 4.2(b); (3) a duly executed certificate of non-foreign status, dated as of the Closing Date, substantially in the form of the sample certification set forth in U.S. Treasury Regulations Section 1.1445-2(b)(2)(iv)(A) or (B), as applicable; and (4) all other certificates, instruments and documents executed and delivered by the Stockholder as are either necessary or as Purchaser may reasonably request in order to effectively transfer ownership and control of such Stockholder’s Starz Exchange Shares to Purchaser.

(ii) Purchaser shall deliver, or cause to be delivered, (1) to each Stockholder either one or more original share certificates issued to and registered in the name of such Stockholder and with any required stock transfer stamps affixed thereto or evidence of book entry delivery evidencing the issuance of, the number of LGF Exchange Shares to be conveyed to such Stockholder pursuant to Section 1.1(b); (2) to each Stockholder the certificate required by Section 4.3(b) and (3) to each Stockholder an Irrevocable Proxy with respect to the Starz Exchange Shares transferred by such Stockholder, duly executed by Purchaser.

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Section 1.3 Further Assurances. If, at any time before or after the Closing, one of the Parties reasonably believes or is advised that any further instruments, deeds, assignments or assurances are reasonably necessary or desirable to consummate the Exchange or to carry out the purposes and intent of this Agreement and the Irrevocable Proxy at or after the Closing, then LGF, Purchaser, each Stockholder and their respective officers and directors shall execute and deliver all such proper instruments, deeds, assignments or assurances and do all other things reasonably necessary or desirable to consummate the Exchange and to carry out the purposes and intent of this Agreement and the Irrevocable Proxy.

Section 1.4 Adjustments. Wherever in this Agreement there is a reference to a specific number of Starz Exchange Shares or LGF Exchange Shares, then, upon the occurrence of any subdivision, combination or share dividend of Starz Exchange Shares or LGF Exchange Shares, the specific number of such shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of shares by such subdivision, combination or share dividend.

Section 1.5 Tax. Each Party will have the right to deduct and withhold from any payment made pursuant to this Agreement such amounts as are required to be deducted or withheld with respect to the making of such payment under any applicable tax Law. To the extent any amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

ARTICLE 2

Representations and Warranties

Section 2.1 Representations and Warranties of Each Party. Except as otherwise specified below, each of the Parties represents and warrants to the other Parties, severally and not jointly and severally, solely with respect to itself, as follows:

(a) Due Organization and Good Standing. It is duly incorporated or organized, validly existing and in good standing (to the extent that its jurisdiction of organization recognizes the concept of good standing) under the laws of its jurisdiction of incorporation or organization.

(b) Authority. It has all necessary power and authority to execute and deliver this Agreement and, as applicable, the Irrevocable Proxy and to perform its obligations hereunder and, as applicable, thereunder. The execution and delivery of this Agreement and, as applicable, the Irrevocable Proxy by it has been duly and validly authorized by all requisite action, and no other proceedings on its part are necessary to authorize this Agreement or, as applicable, the Irrevocable Proxy. This Agreement and, as applicable, the Irrevocable Proxy has been duly and validly executed and delivered by it and, assuming the due authorization, execution and delivery by the other parties to this Agreement, constitutes a legal, valid and binding obligation of it, enforceable against such Party in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general

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equity principles. Other than the Irrevocable Proxy, it has not granted nor is it a party to any proxy, voting trust or other agreement that is inconsistent with, conflicts with or violates any provision of this Agreement or, as applicable, the Irrevocable Proxy.

(c) Governmental Approval. The execution and delivery by it of this Agreement and, as applicable, the Irrevocable Proxy and the performance of its obligations hereunder and, as applicable, thereunder require no action by or in respect of, or filing with, any Governmental Authority, other than (i) compliance with any applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time (the “HSR Act”), (ii) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable securities Laws and (iii) any actions or filings under Laws (other than Competition Laws) the absence of which would not reasonably be expected, individually or in the aggregate, to materially and adversely affect its ability to timely perform its obligations and consummate the transactions contemplated hereunder or thereunder.

(d) Finders’ Fees. Except for the fee payable by the Stockholders or their Affiliates to Kern Consulting, LLC, there is no investment banker, broker, finder or other intermediary retained by or authorized to act on behalf of it who might be entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement or the Irrevocable Proxy from Stockholder or any of its Affiliates (in the case of Purchaser and LGF) or Purchaser, LGF or any of their respective Affiliates (in the case of Stockholder).

(e) Non-Contravention. The execution, delivery and performance by it of this Agreement and, as applicable, the Irrevocable Proxy do not (i) violate any applicable Law, (ii) conflict with or constitute a default, breach or violation of (with or without notice or lapse of time, or both) the terms, conditions or provisions of, or result in the acceleration of (or the creation in any person of any right to cause the acceleration of) any performance of any obligation or any increase in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any contract, agreement or instrument to which it is subject, which would prevent it from performing any of its obligations hereunder or thereunder or (iii) require any consent by or approval of or notice to any other person or entity (other than a Governmental Authority) except where the failure to obtain such consent or approval or make such notice would not have a material adverse effect on such Party’s ability to consummate the transactions contemplated hereby or by the Irrevocable Proxy.

(f) Investment Intent. It is acquiring the LGF Exchange Shares or the Starz Exchange Shares, as applicable, for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof. It has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment and is capable of bearing the economic risks of such investment. It further acknowledges that none of Stockholder or any of its Affiliates or representatives (in the case of Purchaser and LGF) or Purchaser, LGF or any of their respective Affiliates or representatives (in the case of Stockholder) has rendered any investment advice or securities

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valuation advice to it, and that it is neither subscribing for nor acquiring any interest in reliance upon, or with the expectation of, any such advice. Stockholder acknowledges that the LGF Exchange Shares have not been registered under the Securities Act or any state or foreign securities Laws, and agrees that the LGF Exchange Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with foreign securities Laws, in each case, to the extent applicable. Each Stockholder represents that it is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act).

(g) No Other Representations and Warranties. It acknowledges and agrees that no other Party nor any other Party’s agents or representatives makes or has made (i) any express or implied representation or warranty on behalf of such other Party other than those expressly set forth in this Article 2 or (ii) any representations or warranties with respect to any financial projections, financial forecasts or forward-looking information provided to it.

Section 2.2 Additional Representations and Warranties of Stockholder. Each Stockholder represents and warrants to Purchaser as follows:

(a) Title to Starz Common Stock. As of the date of this Agreement, such Stockholder is the sole and exclusive record owner of the Starz Series A Common Stock set forth opposite such Stockholder’s name on Schedule 1 and the Starz Series B Common Stock set forth opposite such Stockholder’s name on Schedule 1, free and clear of any Liens (other than transfer restrictions imposed by applicable securities laws). Upon the delivery by such Stockholder at Closing of the Starz Exchange Shares in the manner provided in Section 1.2, Purchaser will hold good and valid title to such Starz Exchange Shares, free and clear of all Liens (other than the Irrevocable Proxy or transfer restrictions imposed by applicable securities laws).

(b) No Interest in LGF. As of the date of this Agreement, Stockholder does not own, and at all times prior to the Closing will not own, any shares of LGF Common Stock or other share capital of, or other voting or equity interests in, LGF.

Section 2.3 Additional Representations and Warranties of LGF and Purchaser. LGF and Purchaser, jointly and severally, represent and warrant to each Stockholder as follows:

(a) Purchaser. LGF directly owns all of the outstanding shares of Purchaser.

(b) LGF Exchange Shares. The LGF Exchange Shares to be issued to each Stockholder at the Closing will be duly authorized and validly issued to the appropriate Stockholder in accordance with the terms of LGF’s organizational documents as they are in effect as of the Closing Date.

(c) Title. Upon the delivery to each Stockholder by Purchaser at Closing of the LGF Exchange Shares in the manner provided in Section 1.2, each Stockholder will hold good and valid title to such LGF Exchange Shares, free and clear of all Liens (other than transfer restrictions imposed by applicable securities laws).

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ARTICLE 3

Certain Covenants

Section 3.1 Confidentiality. Except as required by applicable Law, prior to and following the Closing, no Party shall make, or permit any of its agents, representatives or advisors to make, any public announcement in respect of this Agreement or the transactions contemplated hereby without the prior written consent of each other Party.

Section 3.2 Board of Directors. Effective upon the Closing, LGF shall take all necessary action to cause a person that is designated by the Stockholders (the “Designate”) to be appointed to the Board of Directors of LGF. The Stockholders hereby designate John C. Malone as the Designate and agree that the Designate cannot change. With respect to each annual meeting of LGF’s stockholders that occurs prior to the earlier of (x) the date that is two (2) years from the Closing and (y) such time as both (i) the Stockholders no longer collectively hold at least 75% of the LGF Exchange Shares and (ii) John C. Malone and his Affiliates no longer hold at least 2.7% of the outstanding LGF Common Stock, LGF shall, subject to the approval requirement in the preceding sentence, nominate the Designate to be elected to the Board of Directors at such annual meeting and use its reasonable best efforts to obtain the election of the Designate at such annual meeting.

Section 3.3 Reasonable Best Efforts.

(a) Governmental and Third Party Approvals. Each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Exchange and the other transactions contemplated hereby, including (i) preparing and filing as soon as practicable after the date hereof all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by any Governmental Authority or other third party, including filings pursuant to the HSR Act or as required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters, (ii) obtaining all necessary consents, approvals, authorizations or waivers from, and providing notices to, third parties, including providing any further information as may be required by such third party; provided, however, that no consent of any third party (excluding Government Authorities) shall be a condition to the closing of the transactions contemplated by this Agreement pursuant to Article IV, and (iii) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. Each of the Parties shall submit any notifications required pursuant to the HSR Act no later than 10 Business Days following the date of this Agreement. Each of the Parties hereto shall furnish to the other Parties such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing. In addition, each of the Parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such Party with any third party or any other information supplied by such Party to a third party in connection with this Agreement and the transactions contemplated by this Agreement.

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(b) Notification. Each of the Parties shall keep the others reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby. In that regard, each Party shall without limitation use its reasonable best efforts to: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any material communications from or with any Governmental Authority or other third party with respect to the Exchange or any of the other transactions contemplated by this Agreement, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Authority or other third party with respect to the Exchange or any of the other transactions contemplated by this Agreement, (iii) to the extent reasonably practical, not participate in any meeting or teleconference with (A) any Governmental Authority with respect to the Exchange or any of the other transactions contemplated by this Agreement and (B) any third party (excluding Governmental Authorities) with respect to any material consent, approval or waiver in connection with the Exchange or any of the other transactions contemplated by this Agreement, in each case, unless it consults with the other in advance and, to the extent permitted by such Governmental Authority or other third party, as applicable, gives the other the opportunity to attend and participate thereat, and (iv) furnish the other with such necessary information and reasonable assistance as the other Parties may reasonably request in connection with its preparation of necessary filings or submissions of information to any such third party.

(c) No Divestitures. In furtherance of the covenants set forth in Section 3.3(a), if any objections are asserted with respect to the transactions contemplated hereby under any domestic or foreign antitrust or competition Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice, Competition Bureau (Canada) or any other applicable Governmental Authority challenging any of the transactions contemplated hereby or which would otherwise prohibit or materially impair or delay the consummation of the transactions contemplated hereby, the Parties shall take all reasonable actions necessary to resolve any such objections or Actions (or threatened Actions) so as to permit consummation of the transactions contemplated hereby to close as soon as reasonably practicable, provided, however, nothing in this Agreement shall obligate any Party to become subject to, consent to or agree to, or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change its respective assets or business (including that of their Affiliates) in any manner.

Section 3.4 Certain Litigation. The Parties shall promptly advise each other of any Action or stockholder litigation commenced after the date hereof against such party or any of its directors relating to this Agreement, the Exchange, the Irrevocable Proxy and the transactions contemplated hereby and thereby and shall keep the other Parties reasonably informed regarding any such Action or stockholder litigation. The Stockholders shall give LGF the opportunity to consult with Stockholders regarding the defense or settlement of any such Action or stockholder litigation and shall consider LGF’s views with respect to such Action or stockholder litigation and shall not settle any such Action or stockholder litigation without the prior written consent of

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LGF (such consent not to be unreasonably withheld, conditioned or delayed); provided that the prior written consent of LGF shall not be required for any settlement that solely involves monetary liability on behalf of the Stockholders or its directors or trustees.

Section 3.5 No Transfers. Until the date that is the earlier of (x) two (2) years from the Closing, and (y) such time as LGF and its Affiliates no longer hold at least 75% of the Starz Exchange Shares (except to the extent resulting from a Transfer that is entered into in order for LGF and/or its Affiliates to maintain ownership of less than 15% of the total voting power of the issued and outstanding shares of Starz Common Stock), no Stockholder shall Transfer (other than a Permitted Transfer that complies with Section 3.7) any LGF Exchange Shares without the prior written consent of LGF.

Section 3.6 Right of First Offer.

(a) Right of First Offer. At any time prior to a Change of Control, and subject to the terms and conditions specified in this Section 3.6, if (i) Purchaser proposes to initiate a Transfer to a Third Party of all or any portion of the Starz Exchange Shares owned by the Purchaser or (ii) any Stockholder proposes to initiate a Transfer to a Third Party of all or any portion of the LGF Exchange Shares owned by such Stockholder (such transferring party, the “Proposed Transferor” and such shares, the “Offered Shares”), the Transferor shall first make an offering of the Offered Shares to the Stockholders (if the Transferor is Purchaser) or Purchaser (if the Proposed Transferor is a Stockholder) (such offeree party or parties, the “Offeree(s)”) in accordance with the following provisions of this Section 3.6 prior to Transferring such Offered Shares to a Third Party (other than Transfers that are permitted by Section 3.6(g)).

(b) Offer Notice.

(i) The Transferor shall give written notice (the “Offer Notice”) to the Offeree(s) stating that it proposes to initiate a Transfer to a Third Party, and specifying: (w) the number of Offered Shares proposed to be Transferred in the Proposed Transfer; and (x) a proposed per share purchase price (the “ROFO Price”) that the Offeree(s) may purchase the Offered Stock from such Transferor.

(ii) The Offer Notice shall constitute the Transferor’s offer to Transfer the Offered Shares to the Offeree(s), which offer shall be irrevocable until the end of the ROFO Notice Period.

(iii) By delivering the Offer Notice, the Transferor represents and warrants to the Offeree(s) that, as of the closing of the Transfer (following receipt of all required actions by or in respect of, or filing with, any Governmental Authority and other customary closing conditions): (x) the Transferor has full right, title and interest in and to the Offered Shares; (y) the Transferor has all the necessary power and authority and has taken all necessary action to sell such Offered Shares as contemplated by this Section 3.6; and (z) the Offered Shares are free and clear of any and all Liens other than those arising as a result of or under the terms of the Irrevocable Proxy, this Agreement or transfer restrictions imposed by applicable securities laws.

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(c) Exercise of Right of First Offer. Upon receipt of the Offer Notice, each Offeree (each, a “Purchasing Offeree”) shall have 10 Business Days (the “ROFO Notice Period”) to elect to purchase all (but not less than all) of the Offered Shares by delivering a written notice (a “ROFO Offer Notice”) to the Transferor stating that it elects to purchase such Offered Shares at the ROFO Price, payable in cash at closing. Any ROFO Offer Notice shall be binding upon delivery and irrevocable by the applicable Offeree. If more than one Stockholder delivers a ROFO Offer Notice, each such Stockholder shall be allocated its Pro Rata Portion of the Offered Shares, unless otherwise agreed by such Stockholders.

(d) Consummation of Sale. If no Offeree delivers a ROFO Offer Notice in accordance with Section 3.6(c), the Transferor may, during the 180 day period immediately following the expiration of the ROFO Notice Period (which period may be extended for a reasonable time not to exceed 180 days to the extent reasonably necessary to obtain any Government Approvals) (the “Waived ROFO Transfer Period”), Transfer all of the Offered Shares to a Third Party at a price no lower than the ROFO Price. If the Transferor does not Transfer the Offered Shares within such period or, if such Transfer is not consummated within the Waived ROFO Transfer Period, the rights provided hereunder shall be deemed to be revived and the Offered Shares shall not be Transferred to a Third Party unless the Transferor sends a new Offer Notice in accordance with, and otherwise complies with, this Section 3.6.

(e) Cooperation. Each Purchasing Offeree shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 3.6 including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.

(f) Closing. At the closing of any sale and purchase pursuant to this Section 3.6, the Transferor shall deliver to the Purchasing Offeree(s) either a certificate or certificates representing the Offered Shares to be sold (if any), accompanied by stock powers with signatures guaranteed and all necessary stock transfer taxes paid and stamps affixed, if necessary or evidence of book entry delivery, against receipt of the purchase price therefore from such Purchasing Offeree(s) by certified or official bank check or by wire transfer of immediately available funds.

(g) No Other Transfers. Prior to the occurrence of any Change of Control, Purchaser shall not Transfer any Starz Exchange Shares, and the Stockholders shall not Transfer any LGF Exchange Shares, unless it has first complied with the provisions of this Section 3.6. Notwithstanding the foregoing, the Parties shall be permitted to make Permitted Transfers, subject to the requirements of Section 3.7.

(h) Change in Control. For purposes of this Agreement, “Change of Control” means the occurrence of any of the following events:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Starz representing fifty percent (50%) or more of the total voting power represented by Starz’s then outstanding voting securities;

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(ii) the consummation of the sale or disposition by Starz of all or substantially all of Starz’s assets;

(iii) the consummation of a merger or consolidation of Starz with any other entity, other than a merger or consolidation which would result in the voting securities of Starz outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least sixty five percent (65%) of the total voting power represented by the voting securities of Starz or such surviving entity or its parent outstanding immediately after such merger or consolidation; or

(iv) at any time within any consecutive two (2) year period, individuals who, as of the first day of such two (2) year period, constitute the Board of Directors of Starz cease for any reason to constitute at least a majority of the Board of Directors of Starz.

Section 3.7 Permitted Transfers. No Permitted Transfer shall be made without (i) the delivery to the Parties (who shall be third party beneficiaries thereof) of an agreement in writing by the transferee to be bound by the provisions of this Agreement to the same extent as the Purchaser (in the case of a Permitted Transfer by Purchaser) or a Stockholder (in the case of a Permitted Transfer by a Stockholder), and (ii) compliance with all applicable securities laws.

ARTICLE 4

Conditions Precedent

Section 4.1 Conditions to Obligations of Purchaser and Stockholder. The obligations of LGF, Purchaser and each Stockholder to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following conditions (except to the extent waived in writing by LGF, Purchaser and each Stockholder):

(a) No Injunction, Etc. Consummation of the transactions contemplated hereby shall not have been restrained, enjoined or otherwise prohibited or made illegal by any applicable Law, and no judgment, injunction, order or decree of any Governmental Authority having competent jurisdiction enjoining LGF, Purchaser or any Stockholder from consummating the Closing shall have been entered.

(b) HSR Act. All waiting periods applicable to consummation of the Exchange under the HSR Act shall have expired or been terminated.

(c) Takeover Defenses. Starz shall not have adopted any shareholder rights plan or other anti-takeover provisions which would materially and adversely affect any Stockholder, LGF or Purchaser’s ability to perform its obligations and consummate the transactions contemplated hereunder or to acquire any share capital of, or other voting or equity interests in, Starz.

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Section 4.2 Conditions to Obligations of LGF and Purchaser. The obligation of LGF and Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions (except to the extent waived in writing by LGF and Purchaser):

(a) Stockholder Representations and Warranties; Covenants. The representations and warranties of each Stockholder contained in Article 2 shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such time (except for representations that are as of a specific date which representations shall be true and correct in all material respects as of such date). Each Stockholder shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Stockholder at or prior to the Closing.

(b) Stockholder Certificate. Each Stockholder shall have delivered to Purchaser a certificate, dated as of the Closing Date, signed by such Stockholder certifying that the conditions set forth in Section 4.2(a) above are satisfied.

(c) Other Closing Deliverables. Each Stockholder shall have delivered or shall have caused to be delivered to Purchaser the closing deliverables contemplated by Section 1.2(b)(i).

Section 4.3 Conditions to Obligations of Stockholder. The obligation of each Stockholder to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions (except to the extent waived in writing by such Stockholder):

(a) LGF and Purchaser Representations and Warranties; Covenants. The representations and warranties of LGF and Purchaser contained in Article 2 shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such time (except for representations that are as of a specific date which representations shall be true and correct in all material respects as of such date). LGF and Purchaser shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by LGF and Purchaser at or prior to the Closing.

(b) Officer Certificate. Purchaser shall have delivered to Stockholder a certificate, dated as of the Closing Date, signed by a duly authorized officer of Purchaser certifying that the conditions set forth in Section 4.3(a) are satisfied.

(c) Other Closing Deliverables. Purchaser shall have delivered to Stockholder the closing deliverables contemplated by Section 1.2(b)(ii).

ARTICLE 5

Termination

Section 5.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the written agreement of Purchaser and each Stockholder;

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(b) by Purchaser by written notice to the Stockholders, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of any Stockholder set forth in this Agreement shall have occurred that would cause the condition set forth in Section 4.2(a) not to be satisfied and such breach is uncurable or has not been cured within ten (10) days following written notice thereof to the Stockholders;

(c) by any Stockholder by written notice to Purchaser, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Purchaser or LGF set forth in this Agreement shall have occurred that would cause the condition set forth in Section 4.3(a) not to be satisfied and such breach is uncurable or has not been cured within ten (10) days following written notice thereof to Purchaser;

(d) by either Purchaser or any Stockholder if (A) there shall be any Law that makes consummation of the Closing illegal or otherwise prohibited or (B) any judgment, injunction, order or decree of any Governmental Authority having competent jurisdiction enjoining the Parties from consummating the Closing is entered and such judgment, injunction, order or decree shall have become final and nonappealable; or

(e) by either Purchaser or Stockholder if the Closing shall not have occurred by April 30, 2015; provided, however, that if the Closing shall not have occurred by such date solely because the conditions set forth in Section 4.1(b) have not been satisfied by such date, either the Company or Parent may extend such date until June 30, 2015 by written notice to the other (such date, as may be so extended, the “Outside Date”); provided, further, that the right to terminate this Agreement under this Section 5.1(e) or extend the Outside Date shall not be available to any Party if the failure of the Closing to occur by the Outside Date shall have been caused by, or resulted from, the failure of such Party to perform or observe the covenants and agreements of such Party set forth in this Agreement or a breach of such Party’s representations and warranties set forth in this Agreement.

Section 5.2 Effect of Termination.

(a) If this Agreement is terminated pursuant to Section 5.1, this Agreement shall become void and of no effect without liability of any Party (or any of its directors, officers, employees, stockholders, Affiliates, agents, successors or assigns) to the other Parties, provided that no such termination (nor any provision of this Agreement) shall relieve any Party from liability for any damages for fraud or for intentional breach of any covenant or agreement hereunder. The provisions of this Section 5.2, Section 3.1, Article 6 and Article 7 shall survive any termination hereof pursuant to Section 5.1.

ARTICLE 6

Definitions

Section 6.1 Certain Terms. The following terms have the meanings given to them below:

“Action” means any claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Authority.

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“Affiliate” means with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, 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; provided, that, except as otherwise specified in this Agreement, none of Starz, Liberty Media Corporation, Liberty Interactive Corporation, Liberty TripAdvisor Holdings, Inc., Liberty Broadband Corporation or any of their respective Affiliates will be treated as Affiliates of any Stockholder or any Affiliate of any Stockholder for any purpose hereunder; and provided, further, that none of MHR Institutional Advisors II LLC, MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHRC II LLC, MHR Fund Management LLC, MHR Holdings LLC, Mark H. Rachesky, M.D. or any of their respective Affiliates will be treated as Affiliates of LGF or Purchaser or any of their Subsidiaries or any of their respective Affiliates for any purpose hereunder. In the case of Stockholder, Stockholder’s Affiliates shall include members of Stockholder’s immediate family.

“Business Day” means any day that is not (i) a Saturday, (ii) a Sunday or (iii) any other day on which commercial banks are authorized or required by law to be closed in the City of New York.

“Competition Laws” means Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator and any self-regulatory organization.

“Laws” means any statute, law, ordinance, rule or regulation (domestic or foreign) issued, promulgated or entered into by or with any Governmental Authority.

“Order” means any judgment, order, writ, award, preliminary or permanent injunction or decree of any Governmental Authority.

“Permitted Transfers” means a Transfer to an Affiliate or, with respect to a trust, a named beneficiary.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, trustees and advisors of such Person and such Person’s Affiliates.

“Third Party” means, with respect to Purchaser, any Person who is not an Affiliate of such Purchaser.

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“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Starz Exchange Shares or LGF Exchange Shares, as applicable, owned by a Person or any interest (including but not limited to a beneficial interest) in any Starz Exchange Shares or LGF Exchange Shares, as applicable, owned by a Person.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

Section 6.2 Construction. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “Party” or “Parties” shall refer to parties to this Agreement. The headings of Articles and Sections in this Agreement and the captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning given to such term in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. Unless the context otherwise requires (i) “or” is disjunctive but not necessarily exclusive and (ii) the use in this Agreement of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Any reference in this Agreement to Dollars or $ shall mean U.S. dollars. Any reference to “days” means calendar days unless Business Days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

ARTICLE 7

Miscellaneous

Section 7.1 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

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delivered personally or sent via facsimile or e-mail 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 or e-mail, 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 a Stockholder: at the address of such Stockholder set forth on Schedule 1
with a copy to (which shall not constitute notice):
Sherman & Howard L.L.C.
633 17th Street, Suite 3000
Denver, CO 80202
Facsimile:	303 298-0940
Attention:	Steven D. Miller
if to LGF or Purchaser:
Lions Gate Entertainment Corp.
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404
Facsimile: 310-496-1359
Attention: General Counsel
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

Section 7.2 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.

Section 7.3 Amendment. This Agreement may be amended or supplemented at any time by additional written agreements signed by, or on behalf of the parties, as may mutually be determined by the Parties to be necessary, desirable or expedient to further the purpose of this Agreement or to clarify the intention of the Parties. This Agreement may not be amended,

15

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.

Section 7.4 Waiver. No provision of this Agreement may be waived except by a written instrument signed by the Party against whom the waiver is to be effective. Any agreement on the part of a Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such Party. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 7.5 Expenses. Purchaser shall pay (i) up to $200,000 of reasonable out-of-pocket costs and expenses incurred by the Stockholders, including the reasonable fees, charges and disbursements of counsel for the Stockholders in connection with the preparation, negotiation, execution and delivery of this Agreement and the Irrevocable Proxy and (ii) any required filing fee in connection with the filings described in Section 3.3(a)(i). Except as otherwise provided herein, all costs, fees and expenses incurred in connection with this Agreement, the Irrevocable Proxy and the transactions contemplated hereby and thereby, whether or not consummated, shall be paid by the party incurring such cost or expense.

Section 7.6 Governing Law. 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.

Section 7.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any Party without the prior written consent of the other Parties.

Section 7.8 Entire Agreement. This Agreement (including the Irrevocable Proxy and the other documents and the instruments referred to herein) 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 neither 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 or the Irrevocable Proxy other than as set forth in this Agreement or the Irrevocable Proxy.

Section 7.9 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 shall negotiate in good faith to modify

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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.

Section 7.10 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise 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 7.11 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court specified in Section 7.16, in addition to any other remedy to which they are entitled at law or in equity.

Section 7.12 Failure or Delay Not Waiver; Remedies Cumulative. No failure or delay on the part of any Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 7.13 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HERBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Section 7.15 Consent to Jurisdiction. Each of the Parties hereto (a) consents to submit itself to the personal jurisdiction of the Supreme Court of the State of New York (or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of New York) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such court.

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written.

LIONS GATE ENTERTAINMENT CORP.
By:	/S/ Wayne Levin
	Name:	Wayne Levin
	Title:	Chief Strategic Officer and General Counsel
LG LEOPARD CANADA LP
By:	/S/ Wayne Levin
	Name:	Wayne Levin
	Title:	Authorized Officer

[Signature Page to Stock Exchange Agreement]

MALONE FAMILY LAND PRESERVATION FOUNDATION
By:	/s/ John C. Malone
	Name:	John C. Malone
	Title:	Vice President
MALONE FAMILY FOUNDATION
By:	/s/ John C. Malone
	Name:	John C. Malone
	Title:	President
THE JOHN C. MALONE JUNE 2003 CHARITABLE REMAINDER UNITRUST
By:	/s/ John C. Malone
	Name:	John C. Malone
	Title:	Trustee
MALONE STARZ 2015 CHARITABLE REMAINDER UNITRUST
By:	/s/ John C. Malone
	Name:	John C. Malone
	Title:	Trustee

[Signature Page to Stock Exchange Agreement]

Schedule 1

Stockholder	Starz Series A Common Stock		Starz Series B Common Stock
Malone Family Land Preservation Foundation		250,000
12300 Liberty Blvd., 2nd Floor
Englewood, CO 80112
Malone Family Foundation		306,500
12300 Liberty Blvd., 2nd Floor
Englewood, CO 80112
The John C. Malone June 2003 Charitable Remainder Unitrust				490,597
12300 Liberty Blvd., 2nd Floor
Englewood, CO 80112
Malone Starz 2015 Charitable Remainder Unitrust		1,561,538		2,100,000
12300 Liberty Blvd., 2nd Floor
Englewood, CO 80112

Schedule 1

EX-99.7(B)

Exhibit 7(b)

FORM OF IRREVOCABLE PROXY

This proxy (this “Proxy”) is granted in connection with the Stock Exchange Agreement (the “Agreement”), dated as of February 10, 2015, by and between Lions Gate Entertainment Corp., a British Columbia corporation (“LGF”), LG Leopard Canada LP, an Ontario limited partnership and indirect wholly-owned entity of LGF (“Purchaser”), [Proxyholder] (the “Proxyholder”) and the stockholders listed on Schedule 1 thereto. For the purposes of this Proxy, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.

Subject to the terms and conditions of this Proxy, the Purchaser hereby (i) irrevocably grants to, and appoints, Proxyholder, and any person designated in writing by the Proxyholder, as Purchaser’s sole and exclusive proxy, attorney-in-fact and agent (with full power of substitution and resubstitution), for and in the name, place and stead of Purchaser, to vote, or grant a consent or approval in respect of, a pro rata portion of the Starz Exchange Shares based on (a) the number of Starz shares conveyed to Purchaser by Proxyholder in connection with the Agreement, divided by (b) the total number of Starz Series A Exchange Shares and Starz Series B Exchange Shares, as applicable, conveyed to Purchaser in connection with the Agreement (the “Subject Securities”) in accordance with the terms of this Proxy and (ii) revokes any and all proxies heretofore given in respect of such Subject Securities; provided, however, that nothing in this Proxy shall provide Proxyholder with the right to vote on, or grant a consent or approval in respect of, any proposals related to any sale or issuance of securities or any business combination, merger, consolidation, liquidation, reorganization, recapitalization, sale or disposition of all or substantially all of Starz’s assets or similar extraordinary transaction, whether or not involving Purchaser, LGF or any of their respective Affiliates (each, an “Extraordinary Transaction”). PURSUANT TO THE AGREEMENT, AND IN CONSIDERATION OF THE MATTERS CONTEMPLATED THEREBY AND OTHER GOOD AND VALUABLE CONSIDERATION, PURCHASER HEREBY FURTHER AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS PROXY IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT A POWER OF ATTORNEY AND, EXCEPT UNDER THE CIRCUMSTANCES SET FORTH HEREIN, MAY NOT BE REVOKED. Without limiting the generality of the foregoing, but subject to the terms and conditions of this Proxy, this Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the General Corporation Law of the State of Delaware and shall not be terminable by operation of law, dissolution or bankruptcy of Starz or for any other reason, other than for the reasons set forth in this Proxy.

The attorney-in-fact and proxy named above or pursuant hereto is hereby authorized and empowered by the Purchaser at any time after the date hereof to act as the Purchaser’s attorney-in-fact and proxy to vote the Subject Securities and to exercise all voting, consent and similar rights of the Purchaser with respect to the Subject Securities (including, without limitation, the power to execute and deliver written consents), at every annual, special, adjourned or postponed meeting of the stockholders of Starz and in every written consent in lieu of such a meeting in the manner set forth herein; provided, however, that nothing in this Proxy shall provide Proxyholder with the right to act as the Purchaser’s attorney-in-fact or proxy to vote the Subject Securities or to exercise any voting, consent and similar rights of the Purchaser with respect to the Subject Securities (including, without limitation, the power to execute or deliver written consents) in respect of any proposals related to an Extraordinary Transaction.

The invalidity or unenforceability of any provision of this Proxy shall not affect the validity or enforceability of any other provision. To the extent (if any) any provision hereof is deemed to be invalid or unenforceable by its scope but may be made valid or enforceable by limitations thereon, Purchaser intends that this Proxy shall be valid and enforceable to the fullest extent permitted by law.

This Proxy shall be valid and in full force and effect for the longest term permitted by law, provided, that this Proxy shall automatically be revoked and terminate (1) as to a particular Subject Security upon any sale or transfer of such Subject Security from Purchaser or its Affiliates to a Person other than LGF, Purchaser or any of their respective Affiliates, (2) in its entirety at the first time after the date hereof that John C. Malone is no longer a member of the Board of Directors of LGF or (3) in its entirety upon the occurrence of any Change of Control.

[Signature page follows]

Dated: March 27, 2015

LG LEOPARD CANADA LP, by its general partner
LG LEOPARD GP CANADA INC.
By:
	Name:	Wayne Levin
	Title:	President, General Counsel and Secretary

EX-99.7(C)

Exhibit 7(c)

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the shares of Series A Common Stock and Series B Common Stock, respectively, of Starz, a Delaware corporation, and further agree that this Joint Filing Agreement (this “Agreement”) be included as an exhibit to such joint filing.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completion and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other.

IN WITNESS THEREOF, each of the undersigned, being duly authorized, hereby executes this Agreement this 27th day of March, 2015.

LIONS GATE ENTERTAINMENT CORP.
By:	/s/ Wayne Levin
Name:	Wayne Levin
Title:	General Counsel and Chief Strategic Officer
LG LEOPARD GP CANADA INC.
By:	/s/ Wayne Levin
Name:	Wayne Levin
Title:	President, General Counsel and Secretary
LG LEOPARD CANADA LP, by its general partner
LG LEOPARD GP CANADA INC.
By:	/s/ Wayne Levin
Name:	Wayne Levin
Title:	President, General Counsel and Secretary

[Signature Page to Schedule 13D Joint Filing Agreement]