exv10w68






REGISTRATION RIGHTS AGREEMENT




BY AND AMONG




LIONS GATE ENTERTAINMENT CORP.




AND




THE PERSONS LISTED ON THE




SIGNATURE PAGES HEREOF




DATED AS OF OCTOBER 22, 2009




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I DEFINITIONS	 	 	1	 
	1.1	 	Defined Terms
	 	 	1	 
	1.2	 	General Interpretive Principles
	 	 	4	 
	ARTICLE II DEMAND REGISTRATION	 	 	5	 
	2.1	 	Demand Registration.
	 	 	5	 
	2.2	 	Effective Registration
	 	 	5	 
	2.3	 	Underwritten Offerings
	 	 	6	 
	2.4	 	Priority on Demand Registrations
	 	 	6	 
	2.5	 	Withdrawal and Cancellation of Registration
	 	 	6	 
	2.6	 	Registration Statement Form
	 	 	7	 
	ARTICLE III PIGGYBACK REGISTRATIONS	 	 	7	 
	3.1	 	Holder Piggyback Registration
	 	 	7	 
	3.2	 	Priority on Piggyback Registrations
	 	 	8	 
	3.3	 	Withdrawals
	 	 	9	 
	3.4	 	Underwritten Offerings
	 	 	10	 
	ARTICLE IV SHELF REGISTRATION	 	 	10	 
	4.1	 	Shelf Registration Filing
	 	 	10	 
	4.2	 	Required Period and Shelf Registration Procedures
	 	 	10	 
	4.3	 	Underwritten Shelf Offerings
	 	 	11	 
	ARTICLE V STANDSTILL AND SUSPENSION PERIODS	 	 	12	 
	5.1	 	Lionsgate Standstill Period
	 	 	12	 
	5.2	 	Suspension Period
	 	 	13	 
	5.3	 	Holder Standstill Period
	 	 	14	 
	ARTICLE VI REGISTRATION PROCEDURES	 	 	14	 
	6.1	 	Lionsgate Obligations
	 	 	14	 
	6.2	 	Holder Obligations
	 	 	18	 
	ARTICLE VII INDEMNIFICATION	 	 	19	 
	7.1	 	Indemnification by Lionsgate
	 	 	19	 
	7.2	 	Indemnification by the Holders
	 	 	20	 
	7.3	 	Notice of Claims, Etc.
	 	 	21	 
	7.4	 	Contribution
	 	 	22	 
	7.5	 	Indemnification Payments; Other Remedies; Primacy of Indemnification
	 	 	22	 
	ARTICLE VIII REGISTRATION EXPENSES	 	 	23	 
	ARTICLE IX RULE 144	 	 	23	 






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	 	 	 	 	Page	 
	ARTICLE X MISCELLANEOUS	 	 	24	 
	10.1	 	Notice Generally
	 	 	24	 
	10.2	 	Successors and Assigns
	 	 	26	 
	10.3	 	Amendments; Waivers
	 	 	26	 
	10.4	 	MHR Representative
	 	 	26	 
	10.5	 	Calculations of Beneficial Ownership
	 	 	26	 
	10.6	 	No Third Party Beneficiaries
	 	 	26	 
	10.7	 	Injunctive Relief
	 	 	26	 
	10.8	 	Termination of Registration Rights; Survival
	 	 	26	 
	10.9	 	Attorney’s Fees
	 	 	27	 
	10.10	 	Severability
	 	 	27	 
	10.11	 	Headings
	 	 	27	 
	10.12	 	Governing Law; Jurisdiction
	 	 	27	 
	10.13	 	Counterparts and Facsimile Execution
	 	 	27	 
	10.14	 	Entire Agreement
	 	 	27	 
	10.15	 	Further Assurances
	 	 	27	 






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REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 2009,
by and among Lions Gate Entertainment Corp., a corporation organized and existing under the laws of
British Columbia (“Lionsgate”) and the Holders (as hereinafter defined) of Registrable
Securities (as hereinafter defined), including any Additional Holders (as hereinafter defined) who
subsequently become parties to this Agreement in accordance with the terms of this Agreement.







ARTICLE I




DEFINITIONS








     1.1 Defined Terms.



     As used in this Agreement, the following capitalized terms (in their singular and plural
forms, as applicable) have the following meanings:



     “Action” has the meaning assigned to such term in Section 7.3 hereof.



     “Additional Holders” means any (i) Affiliate of any Holder or (ii) Permitted Assignee,
in each case who, at any time and from time to time, owns Registrable Securities, and has agreed to
be bound by the terms hereof and thereby has become a Holder for purposes of this Agreement, all at
the relevant time.



     “Adverse Effect” has the meaning assigned to such term in Section 2.4 hereof.



     “Affiliate” of a Person means any Person that, directly or indirectly, through one or
more intermediaries, controls or is controlled by, or is under common control with, such other
Person. For purposes of this definition, the term “control” (including the terms
“controlling,” “controlled by” and “under common control with”) means the
possession, direct or indirect, of the power to cause the direction of the management and policies
of a Person, whether through the ownership of voting securities, by contract or otherwise.



     “Agreement” has the meaning assigned to such term in the introductory paragraph to
this Agreement, as the same may be amended, supplemented or restated from time to time.



     “Bring-Down Suspension Notice” has the meaning assigned to such term in Section 5.2(b)
hereof.



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in the Borough of Manhattan, The City of New York are
authorized or obligated by law or executive order to close.



     “Commission” means the United States Securities and Exchange Commission and any
successor United States federal agency or governmental authority having similar powers.



 









 








     “Common Shares” means the common shares, no par value per share, of Lionsgate, as
authorized from time to time.



     “Company Indemnified Person” has the meaning assigned to such term in Section 7.2
hereof.



     “Demand Registration” has the meaning assigned to such term in Section 2.1 hereof.



     “Demand Request” has the meaning assigned to such term in Section 2.1 hereof.



     “DTC” means The Depository Trust Company, or any successor thereto.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations of the Commission thereunder.



     “FINRA” has the meaning assigned to such term in Section 6.1(n) hereof.



     “Fund Indemnitors” has the meaning assigned to such term in Section 7.5(c) hereof.



     “Holder” means any Person who is a member of the MHR Group (including any Additional
Holder) who owns Registrable Securities at the relevant time and is or has become a party to this
Agreement.



     “Indemnified Person” has the meaning assigned to such term in Section 7.1 hereof.



     “Indemnitee” has the meaning assigned to such term in Section 7.3 hereof.



     “Inspectors” has the meaning assigned to such term in Section 6.1(k) hereof.



     “Lionsgate” has the meaning assigned to such term in the introductory paragraph to
this Agreement.



     “Loss” and “Losses” have the meanings assigned to such terms in Section 7.1
hereof.



     “MHR Group” means Mark H. Rachesky, M.D., MHR Fund Management LLC, its affiliated
investment funds and their respective general partners and equity holders, at any time and from
time to time, in each case who are Affiliates of Mark H. Rachesky and/or MHR Fund Management LLC at
the relevant time; provided, however, that for purposes of determining (A) the MHR
Group’s awareness or knowledge of material adverse information relating to Lionsgate for purposes
of Sections 2.5 and 3.3 hereunder, the “MHR Group” means Mark H. Rachesky, M.D. and any director,
manager, officer or employee of MHR Fund Management LLC or of any investment fund Affiliated with
either Mark H. Rachesky, M.D. or MHR Fund Management LLC, considered collectively and in the
aggregate, and (B) whether the MHR Group possesses material, non-public information with respect to
Lionsgate for purposes of Section 5.2(c) hereunder, the “MHR Group” means (x) Mark. H. Rachesky,
M.D., (y) any director, manager, officer or employee of MHR Fund Management LLC or of any
investment fund Affiliated with either Mark H. Rachesky, M.D. or MHR Fund Management LLC who is
authorized to conduct trading activity on behalf of such entities in respect of Lionsgate
securities or is authorized to



2









 







make trading decisions for or on behalf of Mark H. Rachesky, M.D., MHR Fund Management LLC or
any investment fund Affiliated therewith, and (z) any other employee of MHR Fund Management LLC or
any investment fund Affiliated with either Mark H. Rachesky, M.D. or MHR Fund Management LLC who,
if in possession of material non-public information regarding Lionsgate, would restrict such
entities from trading in Lionsgate securities under the United States federal securities law, in
each case considered collectively and in the aggregate.



     “MHR Representative” means MHR Fund Management LLC or such other member of the MHR
Group as may be designated at any time and from time to time by written notice from the Holders to
Lionsgate in accordance with Section 10.1.



     “Participating Holder” means any Holder on whose behalf Registrable Securities are
registered pursuant to Articles II, III or IV hereof.



     “Permitted Assignee” means any member of the MHR Group who receives Registrable
Securities from a Holder or a Holder’s Affiliates and who agrees to be bound by the terms hereof
and thereby has become a Holder for purposes of this Agreement.



     “Person” means any individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust, unincorporated organization, government or
any agency or political subdivision thereof or any other entity.



     “Piggybacking Holders” has the meaning assigned to such term in Section 3.2 hereof.



     “Piggyback Registration” has the meaning assigned to such term in Section 3.1 hereof.



     “Piggyback Request” has the meaning assigned to such term in Section 3.1 hereof.



     “Prospectus” means the prospectus included in any Registration Statement, all
amendments and supplements to such prospectus and all material incorporated by reference in such
prospectus.



     “Records” has the meaning assigned to such term in Section 6.1(k) hereof.



     “register,” “registered” and “registration” mean a registration
effected by preparing and filing with the Commission a Registration Statement on an appropriate
form in compliance with the Securities Act, and the declaration or order of the Commission of the
effectiveness of such Registration Statement under the Securities Act.



     “Registrable Securities” means (i) Common Shares and (ii) any securities that may be
issued or distributed or be issuable in respect thereof, including by way of stock dividend, stock
split or other similar distribution, payment in kind with respect to any interest payment, merger,
consolidation, exchange offer, recapitalization or reclassification or similar transaction or
exercise or conversion of any of the foregoing, in the case of each of foregoing clauses (i) and
(ii) which are held by any of the Holders now or at any time in the future; provided,
however, that as to any Registrable Securities, such securities shall cease to constitute
“Registrable Securities” for purposes of this Agreement if and when (i) a Registration Statement
with respect to the sale of such securities shall have been declared effective under the Securities
Act and such



3









 









securities shall have been disposed of pursuant such Registration Statement, (ii) such
securities are distributed pursuant to Rule 144, (iii) such securities are otherwise sold or
transferred (other than in a transaction under clause (i) or (ii) above) by a Person in a
transaction in which such Person’s rights under this Agreement are not assigned, (iv) such
securities are no longer outstanding or (v) such securities are, in the reasonable determination of
the Holder thereof, otherwise freely transferable by such Holder without any restriction under the
Securities Act at the time such Holder consummates the sale or transfer of such securities.



     “Registration Statement” means any registration statement of Lionsgate filed with, or
to be filed with, the Commission under the rules and regulations promulgated under the Securities
Act, including the Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, and all exhibits and all material incorporated by reference in such
registration statement.



     “Requesting Holder(s)” has the meaning assigned to such term in Section 2.1 hereof.



     “Rule 144” means Rule 144 (or any similar provision then in force) promulgated under
the Securities Act.



     “Securities Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations of the Commission thereunder.



     “Shelf Registration Statement” has the meaning assigned to such term in Section 4.1(a)
hereof.



     “Suspension Notice” has the meaning assigned to such term in Section 5.2(b) hereof.



     “Suspension Period” has the meaning assigned to such term in Section 5.2(a) hereof.



     “Ten Percent Holder” means any Person that beneficially owns, at the relevant time, at
least 10% of the then outstanding Common Shares and is a party to a registration rights agreement
with Lionsgate.



     “Underwritten Offering” means a registration in which securities of Lionsgate are sold
to an underwriter or underwriters on a firm commitment basis for reoffering to the public.







     1.2 General Interpretive Principles. Whenever used in this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to
include the plural as well as the singular and to cover all genders. The name assigned to this
Agreement and the section captions used herein are for convenience of reference only and shall not
be construed to affect the meaning, construction or effect hereof. Unless otherwise specified, the
terms “hereof,” “herein,” “hereunder” and similar terms refer to this
Agreement as a whole (including the exhibits and schedules hereto), and references herein to
“Sections” refer to Sections of this Agreement. The words “include,” “includes”
and “including,” when used in this Agreement, shall be deemed to be followed by the words
“without limitation.”



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ARTICLE II




DEMAND REGISTRATION








     2.1 Demand Registration. Subject to the provisions contained in this Section 2.1 and
in Sections 5.2 and 5.3 hereof, any Holder or group of Holders may, from time to time (each, a
“Requesting Holder” and collectively, the “Requesting Holders”), make a request in
writing (a “Demand Request”) that Lionsgate effect the registration under the Securities
Act of any specified number of shares of Registrable Securities held by the Requesting Holder(s) (a
“Demand Registration”); provided, however, that Lionsgate shall in no event
be required to effect:



          (a) more than two (2) Demand Registrations in the aggregate;



          (b) more than one (1) Demand Registration in any 12-month period; and



          (c) any Demand Registration if the Shelf Registration Statement is then effective, and such
Shelf Registration Statement may be utilized by the Requesting Holders for the offering and sale of
all of their Registrable Securities without a requirement under the Commission’s rules and
regulations for a post-effective amendment thereto.



     Subject to the provisions contained in this Section 2.1 and in Sections 5.2 and 5.3 hereof,
upon receipt of a Demand Request, Lionsgate shall cause to be included in a Registration Statement
on an appropriate form under the Securities Act, filed with the Commission as promptly as
practicable but in any event not later than 60 days after receiving a Demand Request, such
Registrable Securities as may be requested by such Requesting Holders in their Demand Request.
Lionsgate shall use its reasonable efforts to cause any such Registration Statement to be declared
effective under the Securities Act as promptly as possible after such filing.







     2.2 Effective Registration. A registration shall not count as a Demand Registration
under this Agreement (i) unless the related Registration Statement has been declared effective
under the Securities Act and has remained effective until such time as (x) all of such Registrable
Securities covered thereby have been disposed of in accordance with the intended methods of
disposition by the Participating Holders (but in no event for a period of more than 180 days after
such Registration Statement becomes effective not including any Suspension Periods) or (y) a
majority of the Registrable Securities covered thereby held by the Requesting Holders have been
withdrawn or cancelled from such Demand Registration (other than as contemplated by the first
sentence of Section 2.5); (ii) if, after a Registration Statement has become effective, an offering
of Registrable Securities pursuant to such Registration Statement is terminated by any stop order,
injunction, or other order of the Commission or other governmental agency or court, unless and
until (x) such stop order or injunction is removed, rescinded or otherwise terminated, (y) any
Requesting Holder thereafter elects, in its sole discretion, to continue the offering and (z) the
related Registration Statement remains effective until the time periods specified in subclauses (x)
and (y) of clause (i) above; or (iii) if pursuant to Section 2.4 hereof, the Requesting Holders are
cut back to fewer than 75% of the Registrable



5









 









Securities requested to be registered in the aggregate and at the time of the request there
was not in effect the Shelf Registration Statement.







     2.3 Underwritten Offerings. If any Requesting Holder in the case of an offering pursuant to a
Demand Registration so elects, such offering shall be in the form of an Underwritten Offering.
With respect to any such Underwritten Offering pursuant to a Demand Registration, Lionsgate shall
select an investment banking firm of national standing to be the managing underwriter for the
offering, which firm shall be reasonably acceptable to the Requesting Holders.







     2.4 Priority on Demand Registrations. With respect to any Demand Registration (including any
Underwritten Offering of Registrable Securities pursuant to a Demand Registration), no securities
to be sold for the account of any Person (including Lionsgate) other than the Requesting Holders
shall be included in a Demand Registration; provided that securities to be sold for the
account of Lionsgate and any Ten Percent Holder may be included in such Demand Registration if, and
only if, the managing underwriter advises the Requesting Holders and Lionsgate in writing (or, in
the case of a Demand Registration not being underwritten, the Requesting Holders determine in good
faith after considering the relevant facts and circumstances at the relevant time) that the
inclusion of such securities shall not adversely affect the price or success of the offering by the
Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing
underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as
applicable, in good faith after considering the relevant facts and circumstances at the relevant
time) that the amount of Registrable Securities proposed to be included in such Demand Registration
by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to
be sold for the account of Lionsgate or any Ten Percent Holder pursuant to the immediately
preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included
in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each
Holder based on the percentage derived by dividing (i) the number of Registrable Securities that
each such Holder requested to be included in such Demand Registration by (ii) the aggregate number
of Registrable Securities that all Requesting Holders requested to be included in such Demand
Registration; provided, however, that if, as a result of such proration, any
Requesting Holder shall not be entitled to include in a registration all Registrable Securities of
the class or series that such Holder had requested to be included, such Holder may elect to
withdraw its request to include such Registrable Securities in such registration or may reduce the
number requested to be included; provided, however, that (a) such request must be
made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the
execution of the custody agreement with respect to such registration, if any, and (b) such
withdrawal or reduction shall be irrevocable.







     2.5 Withdrawal and Cancellation of Registration. Any Participating Holder may withdraw its
Registrable Securities from a Demand Registration at any time and any Requesting Holders shall have
the right to cancel a proposed Demand Registration of Registrable Securities pursuant to this
Article II in accordance with the first sentence of Section 3.3 hereof (i) when the request for
cancellation is based upon material adverse information relating to Lionsgate that none of the
members of the MHR Group were aware of at the time of the Demand Request (including, for the
avoidance of doubt, material adverse information that is materially different from the information
that the MHR Group was aware of at the time of the Demand



6









 









Request), (ii) if a Suspension Period occurs after a Demand Request but before the Registrable
Securities covered by such Demand Request are sold, transferred, exchanged or disposed of in
accordance with such Demand Request, or (iii) if Lionsgate has breached its obligations hereunder
with respect to such Demand Registration and such breach has caused, or would reasonably be
expected to cause, an Adverse Effect. Upon such cancellation, Lionsgate shall cease all efforts to
secure registration with respect to Registrable Securities of Participating Holders and such Demand
Registration shall not be counted as a Demand Registration under this Agreement for any purpose;
provided, however, that notwithstanding anything to the contrary in this Agreement,
Lionsgate shall be responsible for the expenses of the Participating Holders incurred in connection
with such cancelled registration through the date that is four (4) Business Days after the date on
which any Participating Holders (X) had a right to cancel pursuant to the foregoing clauses (i) or
(ii), or (Y) became aware of their right to cancel pursuant to the foregoing clause (iii), in each
of clauses (X) and (Y) to the extent such expenses are as described in clauses (i) through (x) of
the first sentence of Article VIII hereof. Any expense reimbursement paid pursuant to clause (Y)
of the immediately preceding sentence shall be in addition to any other remedy to which the
Participating Holders may be entitled in law or in equity (but, for the avoidance of doubt, the
Participating Holders may not recover the same expense twice).







     2.6 Registration Statement Form. Registrations under this Article II shall be on such
appropriate registration form of the Commission then applicable to Lionsgate (i) as shall be
selected by Lionsgate and as shall be reasonably acceptable to the Requesting Holders and (ii) as
shall permit the disposition of the Registrable Securities in accordance with the intended method
or methods of disposition specified in the applicable Holders’ requests for such registration.
Notwithstanding the foregoing, if, pursuant to a Demand Registration, (x) Lionsgate proposes to
effect registration by filing a registration statement on Form S-3 (or any successor or similar
short-form registration statement), (y) such registration is in connection with an Underwritten
Offering and (z) the managing underwriter shall advise Lionsgate in writing that, in its or their
opinion, the use of another form of registration statement (or the inclusion, rather than the
incorporation by reference, of information in the Prospectus related to a registration statement on
Form S-3 (or other short-form registration statement)) is of material importance to the success of
such proposed offering, then such registration shall be effected on such other form (or such
information shall be so included in such Prospectus).







ARTICLE III




PIGGYBACK REGISTRATIONS








     3.1 Holder Piggyback Registration. If Lionsgate proposes to file a Registration Statement
(including, for the avoidance of doubt, a shelf registration statement or amendment or supplement
thereto) with respect to an offering of Common Shares, or securities convertible into or
exchangeable for Common Shares, for its own account or for the account of securityholders (other
than the Holders) of Lionsgate (except pursuant to registrations on Form S-4 or any successor form,
on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit
plan, an offering of securities solely to then existing securityholders of Lionsgate, a dividend
reinvestment plan or an exchange offer) on a form that would permit



7









 









registration of Registrable Securities for sale to the public under the Securities Act, then
Lionsgate shall give written notice of such proposed filing to the Holders not less than 21 days
before the anticipated filing date, describing in reasonable detail the proposed registration
(including the number and class or series of securities proposed to be registered, the proposed
date of filing of such Registration Statement, any proposed means of distribution of such
securities, any proposed managing underwriter of such securities and a good faith estimate by
Lionsgate of the proposed maximum offering price of such securities as such price is proposed to
appear on the facing page of such Registration Statement), and offering such Holders the
opportunity to register such number of Registrable Securities of the same class as those being
registered by Lionsgate as each such Holder may request in writing (each a “Piggyback
Registration”). Subject to Sections 5.2 and 5.3 hereof, upon the written request of any Holder
(a “Piggyback Request”), received by Lionsgate no later than ten (10) Business Days after
receipt by such Holder of the notice sent by Lionsgate, to register, on the same terms and
conditions as the same class of securities otherwise being sold pursuant to such registration, any
of such Holder’s Registrable Securities of the same class as those being registered (which request
shall state the intended method of disposition thereof if the securities otherwise being sold are
being sold by more than one method of disposition), Lionsgate shall use its reasonable efforts to
cause such Registrable Securities as to which registration shall have been so requested to be
included in the Registration Statement proposed to be filed by Lionsgate on the same terms and
conditions as the same class of securities otherwise being sold pursuant to such registration;
provided, however, that notwithstanding the foregoing, Lionsgate may at any time,
in its sole discretion, without the consent of any other Holder, delay or abandon the proposed
offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the
filing (or obtaining or maintaining the effectiveness) of or withdraw the related Registration
Statement or other governmental approvals, registrations or qualifications. In such event,
Lionsgate shall so notify each Holder that had notified Lionsgate in accordance with this Section
3.1 of its intention to participate in such offering and Lionsgate shall incur no liability for its
failure to complete any such offering; provided, however, that in the event
Lionsgate has initiated the offering for its own account, Lionsgate shall pay all expenses incurred
by a Holder in connection with such delayed, abandoned or cancelled registration to the extent such
expenses are described in clauses (i) through (x) of the first sentence of Article VIII hereof.







     3.2 Priority on Piggyback Registrations. If the managing underwriter for a Piggyback
Registration effected by means of an Underwritten Offering (or in the case of a Piggyback
Registration not being underwritten, Lionsgate, in good faith) advises the Holders in writing that
the inclusion of the Registrable Securities and securities proposed to be included by Holders who
have elected to participate pursuant to Section 3.1 and any other Persons who have elected to
participate in such offering pursuant to written agreements with Lionsgate (in each case,
“Piggybacking Holders”) and proposed to be included by Lionsgate, would cause an Adverse
Effect, then Lionsgate shall be obligated to include in such Registration Statement only that
number of Registrable Securities which, in the judgment of the managing underwriter (or Lionsgate
in good faith, as applicable), would not have an Adverse Effect, in the priority listed below:



          (a) if the registration is undertaken for Lionsgate’s account: (x) first, the securities that
Lionsgate desires to include, and (y) second, the securities (or, in the case of a Holder, the
Registrable Securities) proposed to be included by the Piggybacking Holders. Any



8









 









reduction in the number of securities to be included in a Registration Statement pursuant to
the foregoing clause (y) shall be effected by allocating the number of securities to be included
(after including securities contemplated by clause (x)) among all the Piggybacking Holders based
for each such Piggybacking Holder on the percentage derived by dividing (i) the aggregate number of
Common Shares that such Piggybacking Holder holds by (ii) the total number of Common Shares that
all such Piggybacking Holders hold in the aggregate; and



          (b) if the registration is undertaken at the demand of a securityholder of Lionsgate (other
than the Holders), (x) first, the securities that the demanding securityholder desires to include,
and (y) second, the securities (or in the case of Holders, the Registrable Securities) proposed to
be included by the Piggybacking Holders and by Lionsgate. Any reduction in the number of
securities to be included in a Registration Statement pursuant to the foregoing clause (y) shall be
effected by allocating the number of securities to be included (after including securities
contemplated by clause (x)) among the Piggybacking Holders based for each such Piggybacking Holder
on the percentage derived by dividing (i) the aggregate number of Common Shares that such
Piggybacking Holder holds by (ii) the total number of Common Shares that all such Piggybacking
Holders hold in the aggregate; provided, however, that Lionsgate shall be entitled
to participate on a pro rata basis up to the sum of the number of securities allocated to the
Piggybacking Holders pursuant to this sentence, unless the managing underwriter (or in the case of
a Piggyback Registration not being underwritten, Lionsgate, in good faith) determines that
inclusion of additional securities by Lionsgate above such amount would not cause an Adverse
Effect.







     3.3 Withdrawals. Each Holder shall have the right to withdraw its request for inclusion of all
or any of its Registrable Securities in any Registration Statement pursuant to this Article III by
giving written notice to Lionsgate of its request to withdraw; provided, however,
that (i) such request must be made in writing prior to the execution of the underwriting agreement
with respect to such registration or, in the case of a non-underwritten offering, the effective
date of the Registration Statement or applicable prospectus supplement pertaining to such offering
and (ii) such withdrawal shall be irrevocable. In the event that a Holder withdraws and (i) the
request for withdrawal is based upon material adverse information relating to Lionsgate that none
of the members of the MHR Group were aware of at the time of the Holder’s Piggyback Request
(including, for the avoidance of doubt, material adverse information that is materially different
from the information that the MHR Group was aware of at the time of the Piggyback Request), (ii) if
a Suspension Period occurs after such Piggyback Request but before the Registrable Securities
covered by such Piggyback Request are sold, transferred, exchanged or disposed of in accordance
with such Piggyback Request, or (iii) if Lionsgate has breached its obligations hereunder with
respect to such Piggyback Registration and such breach has caused, or would reasonably be expected
to cause, an Adverse Effect, then Lionsgate shall pay all expenses incurred by a Holder in
connection with such cancelled registration through the date that is four (4) Business Days after
the date on which any Participating Holders (X) had a right to withdraw pursuant to the foregoing
clauses (i) or (ii), or (Y) became aware of their right to withdraw pursuant to the foregoing
clause (iii), in each of clauses (X) and (Y) to the extent such expenses are as described in
clauses (i) through (x) of the first sentence of Article VIII hereof. Any expense reimbursement
paid pursuant to clause (Y) of the immediately preceding sentence shall be in addition to any other
remedy to which the Participating Holders may be entitled in law or in equity (but, for the
avoidance of doubt, the Participating Holders may not recover the same expense twice).



9









 














     3.4 Underwritten Offerings.



          (a) In connection with the exercise of any registration rights granted to Holders pursuant to
this Article III, if the registration is to be effected by means of an Underwritten Offering,
Lionsgate may condition participation in such registration by any such Holder upon inclusion of the
Registrable Securities being so registered in such underwriting and such Holder’s entering into an
underwriting agreement pursuant to Section 6.2(d) hereof.



          (b) With respect to any offering of Registrable Securities in the form of an Underwritten
Offering in which Holders elect to participate pursuant to this Article III, Lionsgate shall select
an investment banking firm of national standing to be the managing underwriter for the offering.







ARTICLE IV




SHELF REGISTRATION








     4.1 Shelf Registration Filing.



          (a) Subject to Section 4.1(b) and Sections 5.2 and 5.3 hereof, within sixty (60) days
following a written request by a Holder (a “Shelf Request”), Lionsgate shall file with the
Commission, and use its reasonable efforts to have declared effective as soon as practicable, a
Registration Statement (the “Shelf Registration Statement”) relating to the offer and sale
of all of the Registrable Securities held by the Holders to the public from time to time, on a
delayed or continuous basis. Subject to Section 4.3(c) hereof, any Shelf Registration Statement
may be a universal shelf registration statement that relates to the offer and sale of Lionsgate
securities other than Registrable Securities. Any registration effected pursuant this Section
4.1(a) shall not be deemed to constitute a Demand Registration. The Shelf Registration Statement
shall specify the intended method of distribution of the subject Registrable Securities
substantially in the form of Exhibit A attached hereto. Lionsgate shall file the Shelf
Registration Statement on Form S-3 or, if Lionsgate or the offering of the Registrable Securities
does not satisfy the requirements for use of such form, such other form as may be appropriate;
provided, however, that if the Shelf Registration Statement is not filed on Form
S-3, Lionsgate shall, promptly upon meeting the requirements for use of such form, file an
appropriate amendment to the Shelf Registration Statement to convert it to Form S-3.



          (b) Any subsequent Shelf Requests after the initial Shelf Request pursuant to Section 4.1(a)
may only be made after such date that the MHR Group beneficially owns at least one (1) million
additional Common Shares (as adjusted for any stock splits, stock dividends, combinations,
reorganizations or similar events) which were not beneficially owned by the MHR Group as of the
date of the immediately prior Shelf Request.







     4.2 Required Period and Shelf Registration Procedures. Subject to Section 4.1 and to any
Suspension Period(s) referred to below, Lionsgate shall (i) cause the Shelf



10









 









Registration Statement to include a resale Prospectus intended to permit each Holder to sell, at
such Holder’s election, all or part of the applicable class or series of Registrable Securities
held by such Holder without restriction under the Securities Act, (ii) use its reasonable efforts
to prepare and file with the Commission such supplements, amendments and post-effective amendments
to such Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement
continuously effective for so long as the securities registered thereunder constitute Registrable
Securities, and (iii) use its reasonable efforts to cause the resale Prospectus to be supplemented
by any Prospectus supplement required in order for such Holders to sell their Registrable
Securities without restriction under the Securities Act.







     4.3 Underwritten Shelf Offerings.



          (a) Subject to Section 4.3(b), if the Holders who are included in any offering pursuant to a
Shelf Registration Statement so elect, and such Holders have requested to include at least
2,300,000 Registrable Securities (as adjusted for any stock splits, stock dividends, combinations,
reorganizations or similar events) owned by them in such offering, then the Holders may elect to
conduct such offering in the form of an Underwritten Offering and the terms of this Article IV
shall otherwise apply with respect to such Underwritten Offering on such Shelf Registration
Statement. With respect to any such qualifying Underwritten Offering, Lionsgate shall select an
investment banking firm of national standing to be the managing underwriter for the offering, which
firm shall be reasonably acceptable to the Participating Holders.



          (b) Notwithstanding Sections 4.1 and 4.3(a), subject to Lionsgate’s compliance with its
obligations under Article III hereof, Lionsgate shall not be obligated to take any action
(including, for the avoidance of doubt, filing a Shelf Registration Statement or amendment thereto)
to effect an Underwritten Offering on a Shelf Registration Statement and no Holder shall sell, or
offer to sell, any Registrable Securities in any Underwritten Offering requested pursuant to
Section 4.3(a) if, within the 30-day period prior to any election by a Holder pursuant to Section
4.3(a), Lionsgate has issued a notice to the Holders pursuant to Section 3.1 hereof of a proposed
registered Underwritten Offering of Common Shares for its own account, continuing while Lionsgate
continues in good faith to pursue such registered Underwritten Offering and ending upon the
earliest to occur of: (A) in the case of a Registration Statement on Form S-3 (or any successor or
similar short-form registration statement), forty-five (45) days and in the case of a Registration
Statement on Form S-1 (or any successor or similar long-form registration statement), sixty (60)
days, in each case following Lionsgate’s issuance of the notice to the Holders pursuant to Section
3.1 hereof, unless, on or prior to such date, Lionsgate shall have executed an underwriting
agreement with the managing underwriter with respect to such proposed Underwritten Offering;
provided that such forty-five (45) or sixty (60) day period (as applicable) shall be
extended for up to forty-five (45) additional days if the underwriting agreement has not been
executed because there has been a failure to resolve all requirements of the Commission in
connection with declaring such Registration Statement or applicable prospectus supplement effective
during such additional 45-day period; (B) the abandonment, cessation or withdrawal of such
Underwritten Offering; (C) 90 days following the effective date of the prospectus supplement
pertaining to such Underwritten Offering; or (D) the date that all of the Common Shares covered
thereby have been disposed of in accordance with the intended methods of disposition. If Lionsgate
issues a notice of a proposed Underwritten Offering of



11









 








Common Shares for its own account pursuant to Section 3.1 hereof and subsequently abandons,
ceases or withdraws such Underwritten Offering, any notice thereafter issued by Lionsgate of a
subsequent proposed Underwritten Offering of Common Shares for its own account pursuant to Section
3.1 hereof shall not pre-empt Lionsgate’s obligations pursuant to Sections 4.1 or 4.3(a) or
restrict the Holders’ rights to sell, or offer to sell, any Registrable Securities in any
Underwritten Offering requested pursuant to Sections 4.1 or 4.3(a) during the 30-day period
commencing on the day immediately following the date that the MHR Group receives notice from
Lionsgate of such abandonment, cessation or withdrawal of such Underwritten Offering.



          (c) With respect to any Underwritten Offering of Registrable Securities on a Shelf
Registration Statement initiated by the Holders pursuant to Section 4.3(a) hereof, no securities to
be sold for the account of any Person (including Lionsgate) other than the Holders shall be
included in such Underwritten Offering; provided that securities to be sold for the account
of Lionsgate and any Ten Percent Holder may be included in such Shelf Registration Statement if,
and only if, the managing underwriter advises the Holders and Lionsgate in writing that the
inclusion of such securities would not have an Adverse Effect on such Underwritten Offering.







ARTICLE V




STANDSTILL AND SUSPENSION PERIODS








     5.1 Lionsgate Standstill Period. Subject to Sections 2.4 and 4.3(c), in the event of (i) any
Demand Registration pursuant to Section 2.1 hereof in which the Requesting Holders are registering
more than 2,300,000 Registrable Securities (as adjusted for any stock splits, stock dividends,
combinations, reorganizations or similar events) in the aggregate, (ii) any Underwritten Offering
pursuant to Section 2.3 hereof or (iii) any Underwritten Offering on a Shelf Registration Statement
pursuant to Section 4.3(a) hereof, Lionsgate agrees not to, without the prior written consent of
the Holders, offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase,
or otherwise transfer or dispose of, directly or indirectly, in each case for its own account, any
securities that are the same as, or similar to, such Registrable Securities, or any securities
convertible into, or exchangeable or exercisable for, any securities of Lionsgate that are the same
as, or similar to, such Registrable Securities (except pursuant to registrations on Form S-4 or any
successor form, or otherwise in connection with the acquisition of a business or assets of a
business, a merger, or an exchange offer for the securities of the issuer or another entity, or
pursuant to a Lionsgate dividend reinvestment plan, or for issuances of securities pursuant to the
conversion, exchange or exercise of then-outstanding convertible or exchangeable securities,
options, rights or warrants, or pursuant to registrations on Form S-8 or any successor form or
otherwise relating solely to securities offered pursuant to any benefit plan), (x) in the case of
any Demand Registration pursuant to Section 2.1 in which the Requesting Holders are registering
more than 2,300,000 Registrable Securities (as adjusted for any stock splits, stock dividends,
combinations, reorganizations or similar events) in the aggregate or any Underwritten Offering
pursuant to Section 2.4, during the ninety (90) day period (not including any Suspension Periods)
commencing on the effective date of the Registration Statement relating to such Registrable
Securities or, if earlier, the date that all of such Registrable Securities covered thereby have
been disposed of in accordance with the intended methods of disposition by the Participating
Holders or the abandonment, cessation or



12









 








withdrawal of such offering by all the Requesting Holders, and (y) in the case of an Underwritten
Offering on a Shelf Registration Statement pursuant to Section 4.3(a) hereof, during the ninety
(90) day period (not including any Suspension Periods) commencing on the effective date of the
prospectus supplement pertaining to such Underwritten Offering or, if earlier, the date that all of
such Registrable Securities covered thereby have been disposed of in accordance with the intended
methods of disposition by the Participating Holders or the abandonment, cessation or withdrawal of
such Underwritten Offering by all the Requesting Holders.







     5.2 Suspension Period.



          (a) Lionsgate shall not be required to use reasonable efforts to cause a Registration
Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current
any Registration Statement or file any prospectus supplement or amendment (other than as required
by the periodic report and proxy statement disclosure requirements of the Securities Exchange Act
of 1934, including Sections 13 or 15(d) thereof and Forms 10-K, 10-Q, 8-K or 14A thereunder), or
permit Holders to sell or transfer securities thereunder, if Lionsgate possesses material
non-public information and determines in good faith that it need not otherwise make such disclosure
or filing; provided that at all times Lionsgate continues in good faith to make public
disclosures so as to continue and comply with its past practice with respect to the non-disclosure
of material non-public information. In furtherance of and pursuant to the last proviso of the
preceding sentence and following public disclosure by Lionsgate, at such time as Lionsgate no
longer possesses material non-public information regarding Lionsgate, the Suspension Period (as
defined below) shall immediately terminate. Any period during which the Holders are prohibited
from effecting sales or Lionsgate exercises its rights in each case pursuant to this Section 5.2(a)
shall constitute a “Suspension Period.”



          (b) Each Holder agrees that, upon receipt of a written notice from Lionsgate of a Suspension
Period (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of
Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of a
notice from Lionsgate to the effect that such Suspension Period has terminated. On the last day of
any thirty (30) day period following delivery of the Suspension Notice during which the Suspension
Period remains in effect, Lionsgate shall deliver a written notice to the MHR Representative that
the Suspension Period remains in effect (a “Bring-Down Suspension Notice”). Any Suspension
Notice or Bring-Down Suspension Notice shall (i) be signed by the Chief Executive Officer, Chief
Financial Officer, General Counsel, President or any Vice President of Lionsgate and (ii) provide
that, as of the date of such Suspension Notice or Bring-Down Suspension Notice, as the case may be,
Lionsgate (a) possesses material non-public information, (b) has determined in good faith that it
need not publicly disclose such material non-public information and (c) has continued in good faith
to make public disclosures so as to continue and comply with its past practice with respect to the
non-disclosure of material non-public information. If so directed by Lionsgate, such Holder shall
deliver to Lionsgate (at Lionsgate’s expense) all copies, other than permanent file copies, then in
such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the
time of receipt of such Suspension Notice. Lionsgate covenants and agrees that it shall not
deliver a Suspension Notice with respect to a Suspension Period unless all Lionsgate employees,
officers and directors who are subject to Lionsgate’s Insider Trading Compliance Policy, and who
are prohibited by the terms thereof from effecting any public sales of securities of Lionsgate



13









 








beneficially owned by them, are so prohibited for the duration of such Suspension Period. In
the event of a Suspension Notice, Lionsgate shall, promptly after such time as it no longer
possesses material non-public information that it has determined in good faith need not otherwise
be disclosed, provide notice to all Holders that the Suspension Period has ended, and take any and
all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that
may have been affected by such notice, including the Holders’ Demand Registration rights and rights
with respect to the Shelf Registration Statement.



          (c) During any time that any member of the MHR Group possesses material, non-public
information with respect to Lionsgate, no Holder may effect any sales under any Registration
Statement of Lionsgate; provided, however, that the MHR Group shall not be in
breach of this Section 5.2(c) if Lionsgate (X) was aware of the material non-public information in
the MHR Group’s possession at the time of the Holder’s sale (including, for the avoidance of doubt,
non-public information in the MHR Group’s possession at the time of the Holder’s sale that is
reasonably required in order to determine the materiality of such non-public information) and (Y)
did not issue a Suspension Notice with respect thereto prior to such sale.







     5.3 Holder Standstill Period. Each Holder of Registrable Securities (whether or not such
Registrable Securities are covered by the Shelf Registration Statement or by a Registration
Statement filed pursuant to Section 2.1 or 3.1 hereof) agrees to enter into a customary lock-up
agreement with the managing underwriter for any Underwritten Offering of Lionsgate’s securities for
its own account with respect to the same class or series of securities being registered pursuant to
such Registration Statement, containing terms reasonably acceptable to such managing underwriter,
covering the period commencing 15 days prior to the effective date of the Registration Statement
or, if applicable, the prospectus supplement, pertaining to such Underwritten Offering relating to
such securities of Lionsgate and ending on the 90th day after such effective date (or such shorter
period as shall have been agreed to by Lionsgate’s executive officers and directors in their
respective lock-up agreements); provided, however, that the obligations of each
Holder under this Section 5.3 shall apply only: (i) if such Holder shall be afforded the right
(whether or not exercised by the Holder) to include Registrable Securities in such Underwritten
Offering in accordance with and subject to the provisions of Article III hereof; (ii) to the extent
that each of Lionsgate’s executive officers, directors and Ten Percent Holders enter into lock-up
agreements with such managing underwriter, which agreements shall not contain terms more favorable
to such executive officers, directors or Ten Percent Holders than those contained in the lock-up
agreement entered into by such Holder; and (iii) if the aggregate restriction periods in such
Holder’s lock-up agreements entered into pursuant to this Section 5.3 shall not exceed an aggregate
of 180 days during any 365-day period.







ARTICLE VI




REGISTRATION PROCEDURES








     6.1 Lionsgate Obligations. Whenever Lionsgate is required pursuant to this Agreement to
register Registrable Securities, it shall (it being understood and agreed that except as otherwise
expressly set forth in this Article VI, if any other provision of this Agreement is more favorable
to the Holders than the provisions of this Article VI, such other provision shall apply):



14









 









          (a) provide the Participating Holders and their respective counsel with a reasonable
opportunity to review, and comment on, any Registration Statement to be prepared and filed pursuant
to this Agreement prior to the filing thereof with the Commission, and make all changes thereto as
any Participating Holder may reasonably request in writing to the extent such changes are required,
in the reasonable judgment of Lionsgate’s counsel, by the Securities Act and, except in the case of
a registration under Article III, not file any Registration Statement or Prospectus or amendments
or supplements thereto, which registers Registrable Securities held by Holders, to which the
Holders of a majority of the class or series of Registrable Securities covered by the same or the
underwriter or underwriters, if any, shall reasonably object;



          (b) cause any such Registration Statement and the related Prospectus and any amendment or
supplement thereto, as of the effective date of such Registration Statement, amendment or
supplement, (i) to comply in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission promulgated thereunder and (ii) not
to contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (except that this clause (ii) shall not apply to statements
made or statements omitted by Lionsgate in reliance upon and in conformity with written information
furnished to Lionsgate by any Holder solely with respect to such Holder and specifically for
inclusion in the Registration Statement or any amendment or supplement thereto), or, if for any
other reason it shall be necessary to amend or supplement such Registration Statement or Prospectus
in order to comply with the Securities Act and, in either case as promptly as reasonably
practicable thereafter, prepare and file with the Commission an amendment or supplement to such
Registration Statement or Prospectus which will correct such statement or omission or effect such
compliance;



          (c) furnish, at its expense, to the Participating Holders such number of conformed copies of
such Registration Statement and of each such amendment thereto (in each case including all exhibits
thereto, except that Lionsgate shall not be obligated to furnish to any such Participating Holder
more than two (2) copies of such exhibits), such number of copies of the Prospectus included in
such Registration Statement (including each preliminary Prospectus and each supplement thereto),
and such number of the documents, if any, incorporated by reference in such Registration Statement
or Prospectus, as the Participating Holders reasonably may request; provided that Lionsgate
shall have no obligation to provide any document pursuant to this clause that is available on the
Commission’s EDGAR or IDEA system;



          (d) use its reasonable efforts to register or qualify the Registrable Securities covered by
such Registration Statement under such securities or “blue sky” laws of the states of the United
States as the Participating Holders reasonably shall request, to keep such registration or
qualification in effect for so long as such Registration Statement remains in effect, and to do any
and all other acts and things that may be necessary or advisable to enable the Participating
Holders to consummate the disposition in such jurisdictions of the Registrable Securities covered
by such Registration Statement, except that Lionsgate shall not, for any such purpose, be required
to qualify generally to do business as a foreign corporation in any jurisdiction in which it is not
obligated to be so qualified, or to subject itself to material taxation in any such jurisdiction,
or to consent to general service of process in any such jurisdiction; and use its reasonable
efforts to obtain all other approvals, consents, exemptions or authorizations from such



15









 









securities regulatory authorities or governmental agencies as may be necessary to enable such
Participating Holders to consummate the disposition of such Registrable Securities;



          (e) promptly notify the Participating Holders, at any time when a Prospectus or Prospectus
supplement relating thereto is required to be delivered under the Securities Act, upon discovery
that, or upon the occurrence of any event as a result of which, the Prospectus included in such
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, which untrue
statement or omission requires amendment of the Registration Statement or supplementing of the
Prospectus, and, as promptly as practicable (subject to Section 5.2 hereof), prepare and furnish,
at its expense, to the Participating Holders a reasonable number of copies of a supplement to such
Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such
Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that with respect to Registrable Securities registered pursuant
to such Registration Statement, each Holder agrees that it shall not enter into any transaction for
the sale of any Registrable Securities pursuant to such Registration Statement during the time
after the furnishing of Lionsgate’s notice that Lionsgate is preparing a supplement to or an
amendment of such Prospectus or Registration Statement and until the filing and effectiveness
thereof;



          (f) use its reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make available to holders of its securities, as soon as practicable, an earnings
statement covering the period of at least 12 months, but not more than 18 months, beginning with
the first month of the first fiscal quarter after the effective date of such Registration
Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder;



          (g) provide, and cause to be maintained, a transfer agent and registrar for the Registrable
Securities covered by such Registration Statement (which transfer agent and registrar shall, at
Lionsgate’s option, be Lionsgate’s existing transfer agent and registrar) from and after a date not
later than the effective date of such Registration Statement;



          (h) notify the Participating Holders and the managing underwriter, if any, promptly, and (if
requested by any such Person) confirm such notice in writing, (i) when a Registration Statement,
Prospectus, Prospectus supplement or post-effective amendment related to such Registration
Statement has been filed, and, with respect to such Registration Statement or any post-effective
amendment thereto, when the same has become effective, (ii) of any request by the Commission or any
other federal or state governmental authority for amendments or supplements to such Registration
Statement or related Prospectus, (iii) of the issuance by the Commission or any other federal or
state governmental authority of any stop order suspending the effectiveness of such Registration
Statement or the initiation of any proceedings for that purpose and (iv) of the receipt by
Lionsgate of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose;



16









 










          (i) use its reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of such Registration Statement, or the lifting of any suspension of the qualification
(or exemption from qualification) of any of the Registrable Securities for sale in any
jurisdiction, as soon as practicable;



          (j) in the event of an Underwritten Offering of Registrable Securities pursuant to Section 2.3
or 4.3 hereof, enter into customary agreements (including underwriting agreements in customary
form, which may include, in the case of an Underwritten Offering on a firm commitment basis,
“lock-up” obligations substantially similar to Section 5.1 hereof) and take such other actions
(including using its reasonable efforts to make such road show presentations and otherwise engaging
in such reasonable marketing support in connection with any such Underwritten Offering, including
the obligation to make its executive officers available for such purpose if so requested by the
managing underwriter for such offering) as are reasonably requested by the managing underwriter in
order to expedite or facilitate the sale of such Registrable Securities;



          (k) make available for inspection by each Participating Holder, any underwriter participating
in any disposition pursuant to such registration, and any attorney, accountant or other agent
retained by such Participating Holder or any such underwriter (collectively, the
“Inspectors”), all financial and other records, pertinent corporate documents and
properties of Lionsgate and any of its subsidiaries (collectively, the “Records”) as shall
be reasonably necessary to enable them to exercise their due diligence responsibility, and cause
the officers, directors and employees of Lionsgate to supply all information reasonably requested
by any such Inspector in connection with such registration, provided, however, that
(i) in connection with any such inspection, any such Inspectors shall cooperate to the extent
reasonably practicable to minimize any disruption to the operation by Lionsgate of its business and
shall comply with all Lionsgate site safety rules, (ii) Records and information obtained hereunder
shall be used by such Inspectors only to exercise their due diligence responsibility and (iii)
Records or information furnished or made available hereunder shall be kept confidential and shall
not be disclosed by such Participating Holder, underwriter or Inspectors unless (A) the disclosing
party advises the other party that the disclosure of such Records or information is necessary to
avoid or correct a misstatement or omission in a Registration Statement or is otherwise required by
law, (B) the release of such Records or information is ordered pursuant to a subpoena or other
order from a court or governmental authority of competent jurisdiction ( provided,
however, that such Person shall use its reasonable efforts to provide Lionsgate with prior
written notice of such requirement to afford Lionsgate with an opportunity to seek a protective
order or other appropriate remedy in response) or (C) such Records or information otherwise become
generally available to the public other than through disclosure by such Participating Holder,
underwriter or Inspector in breach hereof or by any Person in breach of any other confidentiality
arrangement;



          (l) in connection with any registration of an Underwritten Offering of Registrable Securities
hereunder, use all reasonable efforts to furnish to each Participating Holder and to the managing
underwriter, if any, a signed counterpart, addressed to such Participating Holder and the managing
underwriter, if any, of (i) an opinion or opinions of counsel to Lionsgate and (ii) a comfort
letter or comfort letters from Lionsgate’s independent public accountants pursuant to Statement on
Auditing Standards No. 72 (or any successor thereto), each in customary form and covering such
matters of the type customarily covered by



17









 









opinions or comfort letters, as the case may be, as each such Participating Holder and the
managing underwriter, if any, reasonably requests;



          (m) in connection with any registration of an Underwritten Offering of Registrable Securities
hereunder, provide officers’ certificates and other customary closing documents;



          (n) reasonably cooperate with each seller of Registrable Securities and any underwriter in the
disposition of such Registrable Securities and with underwriters’ counsel, if any, in connection
with any filings required to be made with the Financial Industry Regulatory Authority
(“FINRA”);



          (o) use its reasonable efforts to cause all such Registrable Securities to be listed on each
securities exchange on which securities of the same class or series issued by Lionsgate are then
listed;



          (p) cooperate with the Participating Holders and the managing underwriter, underwriters or
agent, if any, to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends; and



          (q) use its reasonable efforts to cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable Securities.







     6.2 Holder Obligations. Each Holder agrees:



          (a) that it shall furnish to Lionsgate such information regarding such Holder and the plan and
method of distribution of Registrable Securities intended by such Holder (i) as Lionsgate may, from
time to time, reasonably request in writing and (ii) as shall be required by law or by the
Commission in connection therewith;



          (b) that information obtained by it or by its Inspectors shall be deemed confidential and
shall not be used by it as the basis for any market transactions in the securities of Lionsgate or
its Affiliates unless and until such information is made generally available to the public;



          (c) to use its reasonable efforts, prior to making any disclosure allowed by Section
6.1(k)(iii)(A) or (B) hereof, to inform Lionsgate that such disclosure is necessary to avoid or
correct a misstatement or omission in the Registration Statement or ordered pursuant to a subpoena
or other order from a court or governmental authority of competent jurisdiction or otherwise
required by law;



          (d) in the case of an Underwritten Offering of Registrable Securities pursuant to this
Agreement, if requested by the managing underwriter, to enter into an underwriting agreement with
the underwriters for such offering containing such representations and warranties by each Holder
and such other terms and provisions as are customarily contained in such



18









 









underwriting agreements, including customary indemnity and contribution provisions and
“lock-up” obligations substantially similar to Section 5.3 hereof; and



          (e) to notify Lionsgate as soon as practicable if it becomes aware of the occurrence of any
event, development or fact as a result of which a Registration Statement or any Prospectus or
supplement, as then in effect, contains an untrue statement of a material fact with respect to such
Holder or omits to state any material fact with respect to such Holder required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, however, that the Holder shall not be required
to notify Liongate, or may limit such notification, as the case may be, solely to the extent
necessary, as determined in good faith by such Holder on the advice of counsel, in order not to be
in violation of or default under any applicable law, regulation, rule, stock exchange requirement,
self-regulatory body, supervisory authority, legal process or fiduciary duty.







ARTICLE VII




INDEMNIFICATION








     7.1 Indemnification by Lionsgate. In the event of any registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, Lionsgate shall indemnify and hold
harmless to the full extent permitted by law (i) each Holder, such Holder’s Affiliates and their
respective officers, directors, managers, partners, stockholders, employees, advisors, agents and
other representatives of the foregoing, and each of their respective successors and assigns, and
each Person who controls any of the foregoing within the meaning of the Securities Act and the
Exchange Act, and (ii) any selling agent selected by the Holders or their Affiliates with respect
to such Registrable Securities (each such Person being sometimes referred to as an “Indemnified
Person”), against any and all losses, claims, damages, liabilities (or actions or proceedings
in respect thereof, whether or not such Indemnified Person is a party thereto) and expenses
(including reasonable costs of investigations and legal expenses), joint or several (each a
“Loss” and collectively “Losses”), to which such Indemnified Person may become
subject, to the extent that such Losses (or related actions or proceedings) arise out of or are
based upon (A) any untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement in which such Registrable Securities were included for registration
under the Securities Act, including any preliminary or summary Prospectus or any final Prospectus
included in such Registration Statement (or any amendment or supplement to such Registration
Statement or Prospectus) or any document incorporated by reference therein, or (B) any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus and any preliminary Prospectus in light
of the circumstances under which they were made) not misleading; and Lionsgate agrees to reimburse
such Indemnified Person for any legal or other expenses reasonably incurred by it in connection
with investigating or defending any such action or claim as such expenses are incurred;
provided, however, that Lionsgate shall have no obligation to provide any
indemnification or reimbursement hereunder (i) to the extent that any such Losses (or actions or
proceedings in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in such Registration Statement, preliminary
Prospectus, final Prospectus, amendment or supplement, in reliance upon and in conformity with
written information furnished to Lionsgate by the Holder,



19









 









or on the Holder’s behalf, specifically for inclusion, respectively, in such Registration
Statement, preliminary Prospectus, final Prospectus, amendment or supplement, or (ii) in the case
of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable
Securities through any underwriter retained by such Holder engaging in a distribution solely on
behalf of Holders), to the extent that such untrue statement or alleged untrue statement or
omission or alleged omission was contained in a preliminary Prospectus and corrected in a final,
amended or supplemented Prospectus provided to such Holder prior to the confirmation of the sale of
the Registrable Securities to the Person asserting any such Loss, and such Holder failed to deliver
a copy of the final, amended or supplemented Prospectus at or prior to such confirmation of sale in
any case in which such delivery is required by the Securities Act, or (iii) in the case of a sale
directly by a Holder of Registrable Securities (including a sale of such Registrable Securities
through any underwriter retained by such Holder engaging in a distribution solely on behalf of
Holders), to the extent that such untrue statement or alleged untrue statement or omission or
alleged omission was contained in a final Prospectus but was corrected in an amended or
supplemented final Prospectus provided to such Holder prior to the confirmation of the sale of the
Registrable Securities to the Person asserting any such Loss, and such Holder failed to deliver a
copy of the amended or supplemented final Prospectus at or prior to such confirmation of sale in
any case in which such delivery is required by the Securities Act. The indemnity provided in this
Section 7.1 shall remain in full force and effect regardless of any investigation made by or on
behalf of such Holder or any Indemnified Person and shall survive the transfer or disposal of the
Registrable Securities by the Holder or any such other Persons. Lionsgate will also indemnify, if
applicable and if requested, underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in any distribution pursuant hereto, their officers and
directors and each Person who controls such Persons (within the meaning of the Securities Act and
the Exchange Act) to the same extent as provided above with respect to the indemnification of the
Indemnified Persons. This indemnity shall be in addition to any liability Lionsgate may otherwise
have.







     7.2 Indemnification by the Holders. In the event of any registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, each Holder shall, severally and
not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in
Section 7.1 hereof) Lionsgate, each director and officer of Lionsgate and each other Person, if
any, who controls Lionsgate within the meaning of the Securities Act and the Exchange Act (each
such Person being sometimes referred to as a “Company Indemnified Person”), against Losses
to which Lionsgate or any such Persons may become subject under the Securities Act or otherwise, to
the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A)
any untrue statement or alleged untrue statement of any material fact contained in any Registration
Statement in which Registrable Securities were included for registration under the Securities Act,
or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or
any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light
of the circumstances under which they were made) not misleading, in each case, only to the extent
that such untrue statement or alleged untrue statement or omission or alleged omission was made in
such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to Lionsgate by such Holder, or
on such



20









 









Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement,
preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to
reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it
in connection with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that a Holder’s aggregate liability under this
Agreement shall be limited to an amount equal to the net proceeds (after deducting the
underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s
Registrable Securities pursuant to such registration.







     7.3 Notice of Claims, Etc. Promptly after receipt by any Person entitled to indemnity under
Section 7.1 or 7.2 hereof (an “Indemnitee”) of notice of the commencement of any action or
proceeding (an “Action”) involving a claim referred to in such Sections, such Indemnitee
shall, if indemnification is sought against an indemnifying party, give written notice to such
indemnifying party of the commencement of such Action; provided, however, that the
failure of any Indemnitee to give said notice shall not relieve the indemnifying party of its
obligations under Sections 7.1 or 7.2 hereof, except to the extent that the indemnifying party is
actually prejudiced by such failure. In case an Action is brought against any Indemnitee, and such
Indemnitee notifies the indemnifying party of the commencement thereof, each indemnifying party
shall be entitled to participate therein and, to the extent it elects to do so by written notice
delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense
thereof with counsel selected by such Indemnitee and reasonably satisfactory to such indemnifying
party. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own
counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such
Indemnitee, unless (i) the employment of such counsel shall have been authorized in writing by the
indemnifying party, (ii) the indemnifying party shall not have employed counsel to take charge of
the defense of such Action, reasonably promptly after notice of the commencement thereof or (iii)
such Indemnitee reasonably shall have concluded that there may be defenses available to it which
are different from or additional to those available to the indemnifying party which, if the
indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a
conflict of interest for such counsel or materially prejudice the prosecution of the defenses
available to such Indemnitee. If any of the events specified in clauses (i), (ii) or (iii) of the
preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses
of counsel for the Indemnitee shall be borne by the indemnifying party; it being understood,
however, that the indemnifying party shall not, in connection with any one such claim or
proceeding, or separate but substantially similar or related claims or proceedings arising out of
the same general allegations or circumstances, be liable for the fees and expenses of more than one
separate firm of attorneys (together with appropriate local counsel) at any time for all
Indemnitees hereunder, or for fees and expenses that are not reasonable. Anything in this Section
7.3 to the contrary notwithstanding, an indemnifying party shall not be liable for the settlement
of any action effected without its prior written consent (which consent shall not unreasonably be
withheld or delayed), but if settled with the prior written consent of the indemnifying party, or
if there shall be a final judgment adverse to the Indemnitee, the indemnifying party agrees to
indemnify the Indemnitee from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior consent of the Indemnitee (which consent
shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any
settlement or compromise, with respect to any pending or threatened action or claim in respect of
which the Indemnitee would be



21









 









entitled to indemnification or contribution hereunder (whether or not the Indemnitee is an actual
party to such action or claim), which (i) does not include as a term thereof the unconditional
release of the Indemnitee from all liability in respect of such action or claim or (ii) includes an
admission of fault, culpability or a failure to act by or on behalf of the Indemnitee.







     7.4 Contribution. If the indemnification provided for in this Article VII is unavailable or
insufficient to hold harmless an Indemnitee in respect of any Losses, then each indemnifying party
shall, in lieu of indemnifying such Indemnitee, contribute to the amount paid or payable by such
Indemnitee as a result of such Losses in such proportion as appropriate to reflect the relative
fault of the indemnifying party, on the one hand, and the Indemnitee, on the other hand, which
relative fault shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by such Indemnitee or indemnifying party, and such parties’
relative intent, knowledge, access to information and opportunity to correct or mitigate the damage
in respect of or prevent the untrue statement or omission giving rise to such indemnification
obligation; provided, however, that a Holder’s aggregate liability under this
Section 7.4 shall be limited to an amount equal to the net proceeds (after deducting the
underwriter’s discount but before deducting expenses) received by such Holder from the sale of such
Holder’s Registrable Securities pursuant to such registration. The parties hereto agree that it
would not be just and equitable if contributions pursuant to this Section 7.4 were determined
solely by pro rata allocation or by any other method of allocation which did not take account of
the equitable considerations referred to above. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who is not guilty of such fraudulent misrepresentation.







     7.5 Indemnification Payments; Other Remedies; Primacy of Indemnification.



          (a) Periodic payments of amounts required to be paid pursuant to this Article VII shall be
made during the course of the investigation or defense, as and when reasonably itemized bills
therefor are delivered to the indemnifying party in respect of any particular Loss as incurred.



          (b) The remedies provided in this Article VII are not exclusive and shall not limit any rights
or remedies that may otherwise be available to an Indemnitee at law or in equity.



          (c) Primacy of Indemnification. Lionsgate hereby acknowledges that certain of the
Indemnified Persons have certain rights to indemnification, advancement of expenses and/or
insurance provided by MHR Fund Management LLC and/or certain of its Affiliates (collectively, the
“Fund Indemnitors”). Lionsgate hereby agrees that (i) it is the indemnitor of first resort
(i.e., its obligations to the Indemnified Persons are primary and any obligation of the Fund
Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by any
of the Indemnified Persons are secondary to any such obligation of Lionsgate), (ii) that it shall
be liable for the full amount of all Losses to the extent legally permitted and as required by the
terms of this Agreement and the articles and other organizational documents of Lionsgate (or any
other agreement between Lionsgate and the relevant Indemnified Person), without regard to any
rights any Indemnified Person may have against the Fund Indemnitors, and (iii) it irrevocably
waives, relinquishes and releases the Fund Indemnitors from any and all



22









 









claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any
other recovery of any kind in respect thereof and (y) that any Indemnified Person must seek
indemnification from any Fund Indemnitor before Lionsgate must perform its indemnification
obligations under this Agreement. No advancement or payment by the Fund Indemnitors on behalf of
any Indemnified Person with respect to any claim for which such Indemnified Person has sought
indemnification from Lionsgate hereunder shall affect the foregoing. The Fund Indemnitors shall
have a right of contribution and/or be subrogated to the extent of such advancement or payment to
all of the rights of recovery which any Indemnified Person would have had against Lionsgate if the
Fund Indemnitors had not advanced or paid any amount to or on behalf of such Indemnified Person.
Lionsgate and the Indemnified Persons agree that the Fund Indemnitors are express third party
beneficiaries of this Article VII.







ARTICLE VIII




REGISTRATION EXPENSES




     In connection with any offerings pursuant to a Registration Statement hereunder, Lionsgate
shall pay (i) all registration and filing fees, (ii) all fees and expenses of compliance with state
securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection
with “blue sky” laws qualifications of the Registrable Securities), (iii) printing and duplicating
expenses, (iv) internal expenses of Lionsgate (including all salaries and expenses of its officers
and employees performing legal or accounting duties), (v) fees and disbursements of counsel for
Lionsgate and fees and expenses of independent certified public accountants retained by Lionsgate
(including the expenses of any comfort letters or costs associated with the delivery by independent
certified public accountants of a comfort letter or comfort letters or with any required special
audits), (vi) the reasonable fees and expenses of any special experts retained by Lionsgate, (vii)
fees and expenses in connection with any review of underwriting arrangements by FINRA, (viii)
reasonable fees and expenses of not more than one counsel for the Participating Holders (as a
group), (ix) fees and expenses in connection with listing, if applicable, the Registrable
Securities on a securities exchange or the Nasdaq National Market, and (x) all duplicating,
distribution and delivery expenses. In connection any offerings pursuant to a Registration
Statement, each Participating Holder shall pay (a) any underwriting fees, discounts or commissions
attributable to the sale of Registrable Securities by such Participating Holder in connection with
an Underwritten Offering; (b) any out-of-pocket expenses of such Participating Holder including any
fees and expenses of brokers or counsel to such Participating Holder (other than as set forth in
clause (viii) of the immediately preceding sentence); and (c) any applicable transfer taxes.







ARTICLE IX




RULE 144




     With a view to making available to the Holders the benefits of Rule 144 and any other similar
rule or regulation of the Commission that may at any time permit a Holder to sell Registrable
Securities of Lionsgate to the public without registration or pursuant to a registration on Form
S-3, Lionsgate covenants that, from and after the time that and for so long as it is subject to
Section 13 or 15(d) of the Exchange Act thereafter, it shall use its reasonable efforts to



23









 









file in a timely manner all reports required to be filed by it under the Exchange Act, and
that it shall comply with the requirements of Rule 144(c), as such Rule may be amended from time to
time (or any similar rule or regulation hereafter adopted by the Commission), regarding the
availability of current public information to the extent required to enable any Holder to sell
Registrable Securities without registration under the Securities Act pursuant to the resale
provisions of Rule 144 (or any similar rule or regulation). Upon the request of any Holder,
Lionsgate shall promptly deliver to such Holder a written statement as to whether it has complied
with such requirements and, upon such Holder’s compliance with the applicable provisions of Rule
144 and its delivery of such documents and certificates as Lionsgate’s transfer agent may
reasonably request in connection therewith, shall take such reasonable action as may be required
(including using its reasonable efforts to cause legal counsel to issue an appropriate opinion) to
cause its transfer agent to effectuate any transfer of Registrable Securities properly requested by
such Holder, in accordance with the terms and conditions of Rule 144.







ARTICLE X




MISCELLANEOUS








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



if to any Holder or the MHR Representative, at:



MHR Fund Management LLC

40 West 57th Street, 24th Floor

New York, NY 10019

Attn: Hal Goldstein

Telephone: (212) 262-0005

Facsimile: (212) 262-9356



with copies to:



O’Melveny & Myers LLP Times Square Tower

7 Times Square

New York, NY 10036

Attn: Doron Lipshitz, Esq.

Telephone: (212) 326-2220

Facsimile: (212) 326-2061



and if to Lionsgate, at:



24









 








Lions Gate Entertainment Corp.

2700 Colorado Avenue, Suite 200

Santa Monica, California 90404

Attn: General Counsel

Telephone: (310) 255-3700

Facsimile: (310) 255-3870



with copies to:



Wachtell, Lipton, Rosen & Katz

51 W. 52nd Street

New York, NY 10019

Attn: James Cole, Jr.

Telephone: (212) 403-1000

Facsimile: (212) 403-2000


or at such other address as may be substituted by notice given as herein provided. The giving of
any notice required hereunder may be waived in writing by the party entitled to receive such
notice. Every notice, demand, request, consent, approval, declaration, delivery or other
communication hereunder shall be deemed to have been duly given or served and received on the date
on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback or three (3) Business Days after the same shall have been deposited in the United States
mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is
earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it
holds the number of Registrable Securities set forth next to its name on Schedule I
attached hereto. Any member of the MHR Group that desires to become an Additional Holder in
accordance with the terms of this Agreement shall provide written notice to Lionsgate setting forth
its address and the number of Registrable Securities held by such Person and agreeing to be bound
by the terms hereof, and upon receipt of such notice Lionsgate shall amend Schedule I
attached hereto to reflect such Additional Holder, its address and the number of Registrable
Securities held thereby without any further action or consent required from the parties to this
Agreement. From time to time and promptly following a written request by Lionsgate, each such
Holder and Additional Holder shall provide written notice to Lionsgate of any increase or decrease
in the number of Registrable Securities held by such Person, and upon receipt of any such notice,
Lionsgate shall amend Schedule I attached hereto to reflect such increase or decrease in
the number of Registrable Securities held by such Person without any further action or consent
required from the parties to this Agreement; provided that if any such Holder or Additional
Holder discloses such increase or decrease in the number of Registrable Securities held by such
person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or
Additional Holder, as the case may be, shall be deemed to have provided notice to Lionsgate as
provided in this sentence. Solely for purposes of this Agreement, in determining the number of
Registrable Securities outstanding at any time and the Holders thereof, Lionsgate shall be entitled
to rely conclusively on Schedule I attached hereto (as so amended in accordance with the
terms of this Agreement to reflect all such written notices received by Lionsgate from time to
time).



25









 









     10.2 Successors and Assigns. This Agreement may not be assigned by any Holder other than to a
Permitted Assignee ( provided, however, that such Permitted Assignee agrees in
writing to be bound by the terms of this Agreement), whereupon such Permitted Assignee shall be
deemed to be a Holder for all purposes of this Agreement. Subject to the preceding sentence, this
Agreement shall be binding upon and inure to the benefit of the parties hereto and all successors
to Lionsgate and the Holders.







     10.3 Amendments; Waivers. Subject to Section 10.4, (a) any provision of this Agreement
affecting a party may be amended or modified only by a written agreement signed by each such
affected party and (b) no provision of this Agreement affecting a party may be waived except
pursuant to a writing signed by each such affected party.







     10.4 MHR Representative. Lionsgate shall be entitled to rely upon the written
communications of the MHR Representative, acting on behalf of any Holder, relating to matters
addressed in this Agreement as communications of the Holders, including, without limitation,
elections by Holders to exercise registration rights and any amendments, waivers or consents made
pursuant to this Agreement. Any notice or communication delivered to the MHR Representative shall
be deemed to have been delivered to each Holder for all purposes hereof. Each of the Holders shall
use their reasonable efforts to conduct all written communications to Lionsgate pursuant to this
Agreement through the MHR Representative.







     10.5 Calculations of Beneficial Ownership. All calculations of beneficial ownership
for purposes of this Agreement shall be calculated in accordance with Rule 13(d) of the Exchange
Act, as amended from time to time.







     10.6 No Third Party Beneficiaries. This Agreement is not intended to and shall not
confer any rights or remedies on any persons that are not party hereto other than as expressly set
forth in Section 7.5(c), Article VII and Section 10.4.







     10.7 Injunctive Relief. It is hereby agreed and acknowledged that it will be impossible to
measure in money the damages that would be suffered if the parties fail to comply with any of the
obligations herein imposed on them and that in the event of any such failure, an aggrieved Person
will be irreparably damaged and will not have an adequate remedy at law. Any such Person shall,
therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in
equity) to injunctive relief, including, without limitation, specific performance, to enforce such
obligations, and if any action should be brought in equity to enforce any of the provisions of this
Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at
law.







     10.8 Termination of Registration Rights; Survival. All rights granted to Holders under this
Agreement shall terminate on the first anniversary of the date that the MHR Group both (a)
beneficially owns in the aggregate less than 11,703,209 Common Shares (which amount, for the
avoidance of doubt, represents approximately 10% of the Common Shares outstanding as disclosed in
Lionsgate’s Form 10-K for the fiscal year ended March 31, 2009), subject to equitable adjustment
for any stock splits, stock dividends, combinations, reorganizations or similar events, so long as
such number of Common Shares (as adjusted) beneficially owned represents less than 10% of the
Common Shares outstanding at that time, and



26









 









(y) ceases to have a designated representative on the Board of Directors of Lionsgate. The
provisions of Articles VII, VIII and X shall survive any termination of this Agreement.







     10.9 Attorney’s Fees. In any action or proceeding brought to enforce any provision of
this Agreement or where any provision hereof is validly asserted as a defense, the successful party
shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees
in addition to any other available remedy.







     10.10 Severability. Wherever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.







     10.11 Headings. The headings used in this Agreement are for the convenience of reference only
and shall not, for any purpose, be deemed a part of this Agreement.







     10.12 Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each party to this Agreement
hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this
Agreement or any agreements or transactions contemplated hereby may be brought in the courts of the
State of New York or of the United States of America for the Southern District of New York and
hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any claim that such courts are an
inconvenient forum. Each party hereby irrevocably consents to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the address set forth in Section 10.1 hereof,
such service to become effective ten (10) days after such mailing.







     10.13 Counterparts and Facsimile Execution. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute one and the same instrument. This Agreement may be
executed by facsimile signatures.







     10.14 Entire Agreement. Except for that certain letter agreement by and between Mark H.
Rachesky, M.D. and Lionsgate, dated July 9, 2009 (other than paragraphs (a) through (e) of such
letter agreement), this Agreement (i) embodies the entire agreement and understanding between
Lionsgate and the Holders in respect of the subject matter contained herein and (ii) supersedes all
prior agreements and understandings between the parties with respect to the subject matter of this
Agreement.







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



[Remainder of page intentionally left blank.]




27









 










     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	 	LIONS GATE ENTERTAINMENT CORP.

 	 
	 	By:  	/s/ Wayne Levin
 	 
	 	 	Name:  	Wayne Levin 	 
	 	 	Title:  	EVP and General Counsel 	 
	 



	 	 	 	 	 
	 	MHR CAPITAL PARTNERS MASTER ACCOUNT LP

MHR CAPITAL PARTNERS (100) LP

By: MHR Advisors LLC

Its: General Partner	 
	 
	 	By:  	/s/ Hal Goldstein
 	 
	 	 	Name:  	Hal Goldstein 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	MHR INSTITUTIONAL PARTNERS II LP

MHR INSTITUTIONAL PARTNERS IIA LP

By: MHR Institutional Advisors II LLC

Its: General Partner 	 
	 
	 	By:  	/s/ Hal Goldstein
 	 
	 	 	Name:  	Hal Goldstein 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	MHR INSTITUTIONAL PARTNERS III LP

By: MHR Institutional Advisors III LLC

Its: General Partner
 	 
	 
	 	By:  	/s/ Hal Goldstein
 	 
	 	 	Name:  	Hal Goldstein 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	MHR FUND MANAGEMENT LLC

 	 
	 	By:  	/s/ Hal Goldstein
 	 
	 	 	Name:  	Hal Goldstein 	 
	 	 	Title:  	Managing Principal 	 
	 




28











 





EXHIBIT A


PLAN OF DISTRIBUTION




     The selling securityholders, or their pledgees, donees, transferees, or any of their
successors in interest selling shares received from a named selling securityholder as a gift,
partnership distribution or other non-sale-related transfer after the date of this prospectus (all
of whom may be selling securityholders), may sell the securities from time to time on any stock
exchange or automated interdealer quotation system on which the securities are listed, in the
over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices related to prevailing
market prices or at prices otherwise negotiated. The selling securityholders may sell the
securities by one or more of the following methods, without limitation:




	 	(a)	 	block trades in which the broker or dealer so engaged shall attempt to sell the
securities as agent but may position and resell a portion of the block as principal to
facilitate the transaction;






	 	(b)	 	purchases by a broker or dealer as principal and resale by the broker or dealer
for its own account pursuant to this prospectus;






	 	(c)	 	an exchange distribution in accordance with the rules of any stock exchange on
which the securities are listed;






	 	(d)	 	ordinary brokerage transactions and transactions in which the broker solicits
purchases;






	 	(e)	 	privately negotiated transactions;






	 	(f)	 	short sales;






	 	(g)	 	through the writing of options on the securities, whether or not the options
are listed on an options exchange;






	 	(h)	 	through the distribution of the securities by any selling securityholder to its
partners, members or stockholders;






	 	(i)	 	one or more underwritten offerings on a firm commitment or best efforts basis;
and






	 	(j)	 	any combination of any of these methods of sale.





     The selling securityholders may also transfer the securities by gift. The issuer does not
know of any arrangements by the selling securityholders for the sale of any of the securities.



     The selling securityholders may engage brokers and dealers, and any brokers or dealers may
arrange for other brokers or dealers to participate in effecting sales of the securities. These
brokers, dealers or underwriters may act as principals, or as an agent of a selling securityholder.



 









 







Broker-dealers may agree with a selling securityholder to sell a specified number of the
securities at a stipulated price per security. If the broker-dealer is unable to sell securities
acting as agent for a selling securityholder, it may purchase as principal any unsold securities at
the stipulated price. Broker-dealers who acquire securities as principals may thereafter resell
the securities from time to time in transactions on any stock exchange or automated interdealer
quotation system on which the securities are then listed, at prices and on terms then prevailing at
the time of sale, at prices related to the then-current market price or in negotiated transactions.
Broker-dealers may use block transactions and sales to and through broker-dealers, including
transactions of the nature described above. The selling securityholders may also sell the
securities in accordance with Rule 144 under the Securities Act of 1933, as amended, rather than
pursuant to this prospectus, regardless of whether the securities are covered by this prospectus.



     From time to time, one or more of the selling securityholders may pledge, hypothecate or grant
a security interest in some or all of the securities owned by them. The pledgees, secured parties
or persons to whom the securities have been hypothecated shall, upon foreclosure in the event of
default, be deemed to be selling securityholders. As and when a selling securityholder takes such
actions, the number of securities offered under this prospectus on behalf of such selling
securityholder shall decrease. The plan of distribution for that selling securityholder’s
securities shall otherwise remain unchanged. In addition, a selling securityholder may, from time
to time, sell the securities short, and, in those instances, this prospectus may be delivered in
connection with the short sales and the securities offered under this prospectus may be used to
cover short sales.



     To the extent required under the Securities Act of 1933, as amended, the aggregate amount of
selling securityholders’ securities being offered and the terms of the offering, the names of any
agents, brokers, dealers or underwriters and any applicable commission with respect to a particular
offer shall be set forth in an accompanying prospectus supplement. Any underwriters, dealers,
brokers or agents participating in the distribution of the securities may receive compensation in
the form of underwriting discounts, concessions, commissions or fees from a selling securityholder
and/or purchasers of selling securityholders’ securities for whom they may act (which compensation
as to a particular broker-dealer might be in excess of customary commissions).



     The selling securityholders and any underwriters, brokers, dealers or agents that participate
in the distribution of the securities may be deemed to be “underwriters” within the meaning of the
Securities Act of 1933, as amended, and any discounts, concessions, commissions or fees received by
them and any profit on the resale of the securities sold by them may be deemed to be underwriting
discounts and commissions.



     A selling securityholder may enter into hedging transactions with broker-dealers and the
broker-dealers may engage in short sales of the securities in the course of hedging the positions
they assume with that selling securityholder, including, without limitation, in connection with
distributions of the securities by those broker-dealers. A selling securityholder may enter into
option or other transactions with broker-dealers that involve the delivery of the securities
offered hereby to the broker-dealers, who may then resell or otherwise transfer those securities.
A selling securityholder may also loan or pledge the securities offered hereby to a broker-dealer



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and the broker-dealer may sell the securities offered hereby so loaned or upon a default may
sell or otherwise transfer the pledged securities offered hereby.



     A selling securityholder may enter into derivative transactions with third parties, or sell
securities not covered by this prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement indicates, in connection with those derivatives, the third
parties may sell securities covered by this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third party may use securities pledged by the
selling securityholder or borrowed from the selling securityholder or others to settle those sales
or to close out any related open borrowings of stock, and may use securities received from the
selling securityholder in settlement of those derivatives to close out any related open borrowings
of stock. The third party in such sale transactions shall be an underwriter and, if not identified
in this prospectus, shall be identified in the applicable prospectus supplement (or a
post-effective amendment).



     The selling securityholders and other persons participating in the sale or distribution of the
securities shall be subject to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, including Regulation M. This regulation may
limit the timing of purchases and sales of any of the securities by the selling securityholders and
any other person. The anti-manipulation rules under the Securities Exchange Act of 1934 may apply
to sales of securities in the market and to the activities of the selling securityholders and their
affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the
distribution of the securities to engage in market-making activities with respect to the particular
securities being distributed for a period of up to five business days before the distribution.
These restrictions may affect the marketability of the securities and the ability of any person or
entity to engage in market-making activities with respect to the securities.



     The issuer has agreed to indemnify in certain circumstances the selling securityholders and
any brokers, dealers and agents (who may be deemed to be underwriters), if any, of the securities
covered by the registration statement, against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. The selling securityholders have agreed to indemnify the
issuer in certain circumstances against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.



     The issuer agreed to register the securities under the Securities Act of 1933, as amended, and
to keep the registration statement of which this prospectus is a part effective for a specified
period of time. The issuer has generally agreed to pay all expenses in connection with this
offering, including the fees and expenses of counsel of the selling securityholders, but not
including any underwriting discounts, concessions, commissions or fees of the selling
securityholders or any applicable transfer taxes.



     The issuer shall not receive any proceeds from sales of any securities by the selling
securityholders.



     The issuer cannot assure you that the selling securityholders shall sell all or any portion of
the securities offered hereby.



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SCHEDULE I




	 	 	 	 	 	 	 
	 	 	 	 	Number of
	 	 	 	 	Registrable
	Name of Holder/Additional Holder	 	Address of Holder/Additional Holder	 	Securities Held
	MHR Capital Partners Master Account LP

	 	40 West 57th Street, 24th Floor

New York, NY 10019
	 	 	2,370,023	 
	 

	 	 
	 	 	 	 
	MHR Capital Partners (100) LP

	 	40 West 57th Street, 24th Floor

New York, NY 10019
	 	 	316,650	 
	 

	 	 
	 	 	 	 
	MHR Institutional Partners II LP

	 	40 West 57th Street, 24th Floor

New York, NY 10019
	 	 	2,352,223	 
	 

	 	 
	 	 	 	 
	MHR Institutional Partners IIA LP

	 	40 West 57th Street, 24th Floor

New York, NY 10019
	 	 	5,925,953	 
	 

	 	 
	 	 	 	 
	MHR Institutional Partners III LP

	 	40 West 57th Street, 24th Floor

New York, NY 10019
	 	 	12,200,429	 
	 

	 	 
	 	 	 	 






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