Exhibit 10.2


 





REGISTRATION
RIGHTS AGREEMENT


 


BY
AND AMONG


 


lions
gate entertainment corp.


 


AND


 


THE
PERSONS LISTED ON THE


 


SIGNATURE
PAGES HEREOF


 


DATED
AS OF October 21, 2016


 




    	 	 	 



     


    

 


Table
of contents


 


	 		Page
	 	 	 
	ARTICLE I DEFINITIONS	1
	1.1	Defined Terms	1
	1.2	General Interpretive Principles	6
	 	 	 
	ARTICLE II EFFECTIVENESS	6
	2.1	Effectiveness	6
	 	 	 
	ARTICLE III DEMAND REGISTRATION	6
	3.1	Demand Registration	6
	3.2	Effective Registration	7
	3.3	Underwritten Offerings	7
	3.4	Priority on Demand Registrations	8
	3.5	Withdrawal and Cancellation of Registration	8
	3.6	Registration Statement Form	9
	 	 	 
	ARTICLE IV PIGGYBACK REGISTRATIONS	9
	4.1	Holder Piggyback Registration	9
	4.2	Priority on Piggyback Registrations	10
	4.3	Withdrawals	11
	4.4	Underwritten Offerings	12
	 	 	 
	ARTICLE V SHELF REGISTRATION	12
	5.1	Shelf Registration Filing	12
	5.2	Required Period and Shelf Registration Procedures	12
	5.3	Underwritten Shelf Offerings	13
	 	 	 
	ARTICLE VI STANDSTILL AND SUSPENSION PERIODS	14
	6.1	Lionsgate Standstill Period	14
	6.2	Suspension Period	15
	6.3	Holder Standstill Period	16
	 	 	 
	ARTICLE VII REGISTRATION PROCEDURES	17
	7.1	Lionsgate Obligations	17
	7.2	Holder Obligations	21
	7.3	Hedging Transactions	21
	 	 	 
	ARTICLE VIII INDEMNIFICATION	22
	8.1	Indemnification by Lionsgate	22
	8.2	Indemnification by the Holders	23
	8.3	Notice of Claims, Etc.	23
	8.4	Contribution	24
	8.5	Indemnification Payments; Other Remedies; Primacy of Indemnification	25
	 	 	 
	ARTICLE IX REGISTRATION EXPENSES	26




 




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	ARTICLE X RULE 144	26
	 	 	 
	ARTICLE XI MISCELLANEOUS	27
	11.1	Notice Generally	27
	11.2	Successors and Assigns	28
	11.3	Amendments; Waivers	28
	11.4	AT&T Representative	28
	11.5	Calculations of Beneficial Ownership	29
	11.6	No Third Party Beneficiaries	29
	11.7	Injunctive Relief	29
	11.8	Termination of Registration Rights; Survival	29
	11.9	Attorney’s Fees	29
	11.10	Severability	29
	11.11	Headings	29
	11.12	Governing Law; Jurisdiction	30
	11.13	Counterparts and Facsimile Execution	30
	11.14	Entire Agreement	30
	11.15	Further Assurances	30




 




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REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of October 21, 2016, and effective as of the date of the consummation of the Starz Merger (as defined below) (the “Effective
Date”), 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.


 


WITNESSETH


 


WHEREAS, on June 30, 2016, Lionsgate entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with Starz (“Starz”), a Delaware
corporation, and Orion Arm Acquisition Inc. (“Merger Sub”), a Delaware corporation and an indirect wholly owned
subsidiary of Lionsgate, pursuant to which Merger Sub would merge with and into Starz, with Starz continuing as the surviving corporation
and becoming an indirect wholly owned subsidiary of Lionsgate (such transaction, the “Starz Merger”);


 


WHEREAS, pursuant to the Merger Agreement,
immediately prior to the Starz Merger, Lionsgate will effect a reorganization of the common stock of Lionsgate, no par value per
share (the “Existing Common Shares”), pursuant to which each Existing Common Share will be reclassified into
(a) 0.5 Class A voting shares, without par value (the “Class A voting shares”) and 0.5 Class B non-voting shares,
without par value (the “Class B non-voting shares”) of Lionsgate; and


 


WHEREAS, concurrently with the execution of
this Agreement, AT&T (as hereinafter defined) is entering into a Securities Issuance and Payment Agreement (the “Securities
Issuance Agreement”), dated as of the date hereof, and effective as of the Effective Date, by and among Lionsgate, Lions
Gate Entertainment Inc., a Delaware corporation, and AT&T, pursuant to which Lionsgate, at the option of Lions Gate Entertainment
Inc., will either pay cash or issue Class A voting shares and Class B non-voting shares to AT&T;


 


NOW, THEREFORE, in consideration of the foregoing
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:


 


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 8.3 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 3.4 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; provided that in no event shall Lionsgate, Discovery, Liberty, John C. Malone, MHR Fund Management,
LLC (“MHR”) or any of their respective Subsidiaries, controlled Affiliates, portfolio companies or affiliated
investment funds be considered an Affiliate of any Holder or Additional Holder or any of their respective Subsidiaries, Affiliates,
portfolio companies or affiliated investment funds (in each case, other than Lionsgate and its Subsidiaries and controlled Affiliates),
nor shall any Holder or Additional Holder or any of their respective Subsidiaries, Affiliates, portfolio companies or affiliated
investment funds (in each case, other than Lionsgate and its Subsidiaries and controlled Affiliates) be considered to be an Affiliate
of Lionsgate, Discovery, Liberty, John C. Malone, MHR or any of their respective Subsidiaries, controlled Affiliates, portfolio
companies or affiliated investment funds.


 


“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.


 


“AT&T” means AT&T
Media Holdings, Inc.


 


“AT&T Group” means
AT&T Inc., a Delaware corporation, and its Subsidiaries; provided, however, that for purposes of determining
(A) the AT&T Group’s awareness or knowledge of material adverse information relating to Lionsgate for purposes of Sections
3.5 and 4.3 hereunder and (B) whether the AT&T Group possesses material, non-public information with respect to
Lionsgate for purposes of Section 6.2(c) hereunder, the “AT&T Group” means (x) any director, officer
or employee of AT&T or any of its Subsidiaries who, if in possession of material non-public information regarding Lionsgate,
would restrict AT&T from trading in Lionsgate securities under the United States federal securities law.


 


“AT&T Representative”
means AT&T Media Holdings, Inc. or such other member of the AT&T 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 11.1.


 


“Bring-Down Suspension Notice”
has the meaning assigned to such term in Section 6.2(a) 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.


 




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“Class A voting shares”
has the meaning assigned to such term in the recitals.


 


“Class B non-voting shares”
has the meaning assigned to such term in the recitals.


 


“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
Class A voting shares and the Class B non-voting shares.


 


“Company Indemnified Person”
has the meaning assigned to such term in Section 8.2 hereof.


 


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


 


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


 


“Discovery” means Discovery
Communications, Inc.


 


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


 


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


 


“Existing Common Shares”
has the meaning assigned to such term in the recitals.


 


“Existing Investors” has
the meaning assigned to the term “Investors” in the Investor Rights Agreement.


 


“Existing Registration Rights Agreements”
has the meaning assigned to the term “Registration Rights Agreements” in the Investor Rights Agreement.


 


“FINRA” has the meaning
assigned to such term in Section 7.1(n) hereof.


 


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


 


“Indemnitors” has the meaning
assigned to such term in Section 8.5(c) hereof.


 


“Indemnified Person” has
the meaning assigned to such term in Section 8.1 hereof.


 


“Indemnitee” has the meaning
assigned to such term in Section 8.3 hereof.


 


“Inspectors” has the meaning
assigned to such term in Section 7.1(k) hereof.


 




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“Investor Rights Agreement”
means the Investor Rights Agreement, dated as of November 10, 2015, by and among Lionsgate, MHR Fund Management, LLC, Liberty,
Discovery, Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd. and the affiliated funds of MHR Fund Management,
LLC party thereto.


 


“Liberty” means Liberty
Global plc.


 


“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 8.1 hereof.


 


“Mammoth Letter Agreement”
has the meaning assigned to the term “Mammoth Letter Agreement” in the Investor Rights Agreement.


 


“Merger Agreement” has
the meaning assigned to such term in the recitals.


 


“Merger Sub” has the meaning
assigned to such term in the recitals.


 


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


 


“Permitted Assignee” means
any member of the AT&T 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 4.2 hereof.


 


“Piggyback Registration”
has the meaning assigned to such term in Section 4.1 hereof.


 


“Piggyback Request” has
the meaning assigned to such term in Section 4.1 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 7.1(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


 




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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 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 3.1 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.


 


“Securities Issuance Agreement”
has the meaning assigned to such term in the recitals.


 


“Shelf Registration Statement”
has the meaning assigned to such term in Section 5.1(a) hereof.


 


“Starz” has the meaning
assigned to such term in the recitals.


 


“Starz Merger” has the
meaning assigned to such term in the recitals.


 


“Subsidiary” means, with
respect to any Person, any entity of which securities or other ownership interests having voting power to elect a majority of the
board of directors or other persons performing similar functions are directly or indirectly owned by such Person.


 




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“Suspension Notice” has
the meaning assigned to such term in Section 6.2(b) hereof.


 


“Suspension Period” has
the meaning assigned to such term in Section 6.2(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.


 


“Voting and Standstill Agreement”
has the meaning assigned to the term “Voting and Standstill Agreement” in the Investor Rights Agreement.


 


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.”


 


ARTICLE II


 


EFFECTIVENESS


 


2.1           Effectiveness.
This Agreement shall become effective upon the completion of the Starz Merger. In the event the Starz Merger is not completed,
this Agreement shall have no force or effect.


 


ARTICLE III


 


DEMAND REGISTRATION


 


3.1           Demand
Registration. Subject to the provisions contained in this Section 3.1 and in Sections 6.2 and 6.3 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;


 




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(b)          more
than one (1) Demand Registration in any 12 month period or, in the aggregate, more than one (1) Demand Registration (by the AT&T
Group pursuant to this Agreement) or demand registration by Discovery (pursuant to the registration rights agreement, dated November
10, 2015, between Lionsgate and Discovery) or demand registration by Liberty (pursuant to the registration rights agreement, November
10, 2015, between Lionsgate and Liberty) in any six 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 3.1 and in Sections 6.2 and 6.3 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.


 


3.2           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 3.5); (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 3.4 hereof, the Requesting Holders
are cut back to fewer than 75% of the Registrable Securities requested to be registered in the aggregate and at the time of the
request there was not in effect the Shelf Registration Statement.


 


3.3           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; provided that such offering shall cover such aggregate number of Registrable
Securities that have an aggregate anticipated offering price of at least $10,000,000 (based on the market price of the Registrable
Securities as of the date of the Demand Request).


 




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3.4           Priority
on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities
pursuant to a Demand Registration), subject to Article IV, 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.


 


3.5           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 III in accordance with the first sentence of Section 4.3 hereof (i) when the request
for cancellation is based upon material adverse information relating to Lionsgate that the AT&T Group was not 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 AT&T Group was aware of at the time of the Demand 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


 




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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 IX 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).


 


3.6           Registration
Statement Form. Registrations under this Article III 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 IV


 


PIGGYBACK REGISTRATIONS


 


4.1           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 in connection with any merger, acquisition or other business combination or 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 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 


 




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Registration”). Subject to Sections 6.2
and 6.3 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 4.1 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 4.1 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 IX hereof.


 


4.2           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 4.1 and any other Persons, including the Existing Investors, 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, (y)
second, the securities of any Existing Investor proposed to be included by such Existing Investor and (z) third, any other securities
(or, in the case of a Holder, the Registrable Securities) proposed to be included by the Piggybacking Holders (other than the Existing
Investors). 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)) pro rata among all the Existing Investors based for each such Existing Investor on the percentage derived by dividing (i)
the aggregate number of Common Shares that such Existing Investor holds by (ii) the total number of Common Shares that all such
Existing Investors hold in the aggregate. Any reduction in the number of securities to be included in a Registration Statement
pursuant to the foregoing clause (z) shall be effected by allocating the number of securities to be included (after including securities
contemplated by clauses (x) and (y)) pro rata


 




    	 	10	 



     


    

 


among all the Piggybacking Holders (other than the Existing
Investors) 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 (other than the
Existing Investors) 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, (y) second, the securities of any Existing Investor proposed to be included
by such Existing Investor and by Lionsgate and (z) third, any other securities (or in the case of Holders, the Registrable Securities)
proposed to be included by the Piggybacking Holders (other than the Existing Investors). 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)) pro rata among the Existing Investors based for each such
Existing Investor on the percentage derived by dividing (i) the aggregate number of Common Shares that such Existing Investor holds
by (ii) the total number of Common Shares that all such Existing Investors 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
Existing Investors 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. Any reduction in the number of securities to be included in a Registration Statement pursuant to the
foregoing clause (z) shall be effected by allocating the number of securities to be included (after including securities contemplated
by clauses (x) and (y)) pro rata among the Piggybacking Holders (other than the Existing Investors) 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 (other than the Existing Investors) hold in the aggregate.


 


4.3           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 IV 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 the AT&T Group was
not 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 AT&T 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


 




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(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 IX 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).


 


4.4           Underwritten
Offerings. In connection with the exercise of any registration rights granted to Holders pursuant to this Article IV,
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 7.2(d) hereof.


 


ARTICLE V


 


SHELF REGISTRATION


 


5.1           Shelf
Registration Filing.


 


(a)           Subject
to Section 5.1(b) and Sections 6.2 and 6.3 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 5.3(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 5.1(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 5.1(a) may only be made if such subsequent
Shelf Request covers all of the Registrable Securities then issued to the Holders pursuant to the Securities Issuance Agreement.


 


5.2           Required
Period and Shelf Registration Procedures. Subject to Section 5.1 and to any Suspension Period(s) referred to below,
Lionsgate shall (i) cause the Shelf 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


 




    	 	12	 



     


    

 


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.


 


5.3           Underwritten
Shelf Offerings.


 


(a)           Subject
to Section 5.3(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 all Registrable Securities 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 V 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 5.1 and 5.3(a), subject to Lionsgate’s compliance with its obligations under Article IV
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 5.3(a) if,
within the 30-day period prior to any election by a Holder pursuant to Section 5.3(a), Lionsgate has issued a notice
to the Holders pursuant to Section 4.1 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 4.1 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 Common Shares for
its own account pursuant to Section 4.1 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 4.1 hereof shall not pre-empt Lionsgate’s obligations pursuant to Section 5.1 or 5.3(a)
or


 




    	 	13	 



     


    

 


restrict the Holders’ rights to sell, or offer to sell,
any Registrable Securities in any Underwritten Offering requested pursuant to Section 5.1 or 5.3(a) during the 30-day
period commencing on the day immediately following the date that the AT&T 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 5.3(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 VI


 


STANDSTILL AND SUSPENSION PERIODS


 


6.1           Lionsgate
Standstill Period. Subject to Sections 3.4 and 5.3(c), in the event of (i) any Demand Registration pursuant to
Section 3.1 hereof in which the Requesting Holders are registering more than 1,000,000 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 3.3 hereof or (iii) any Underwritten Offering on a Shelf Registration Statement pursuant
to Section 5.3(a) hereof, Lionsgate agrees not to, without the prior written consent of the Holders, (x) offer, sell,
contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly,
or file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, relating
to, any securities of Lionsgate that are substantially similar to such Registrable Securities, including but not limited to any
options or warrants to purchase Common Shares or any securities that are convertible into or exchangeable for, or that represent
the right to receive, Common Shares or any such substantially similar securities, or publicly disclose the intention to make any
offer, sale, pledge, disposition or filing or (y) enter into any swap or other agreement that transfers, in whole or in part, any
of the economic consequences of ownership of the Common Shares or any such other securities, whether any such transaction described
in clause (x) or (y) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise (in each
case, other than (A) any securities issued upon the exercise of any option or warrant or the conversion, exchange or redemption
of any security outstanding as of the beginning of the applicable standstill period, (B) any options, restricted stock units or
other equity awards granted to employees, officers or directors pursuant to any of Lionsgate’s employee or director stock
option, incentive or benefit plans existing as of the beginning of the applicable standstill period or assumed by Lionsgate in
connection with any merger, acquisition or other business combination, (C) any securities issued pursuant to Lionsgate’s
employee stock purchase plan or pursuant to equity awards of any kind under any of Lionsgate’s employee or director stock
option, incentive or benefit plans existing as of the beginning of the applicable standstill period or assumed by Lionsgate in
connection with any merger, acquisition or other business combination, (D) the filing of any registration statement on Form S-8
or other appropriate form as required by the Act, and any amendments to such forms, in respect of any


 




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securities or any other of Lionsgate’s equity based securities
issuable pursuant to any employee benefit plan of Lionsgate existing as of the beginning of the applicable standstill period or
assumed by Lionsgate in connection with any merger, acquisition or other business combination, (E) any Common Shares issuable in
lieu of the payment of cash dividends pursuant to Lionsgate’s quarterly cash dividend policy, (F) any Common Shares or any
other of Lionsgate’s equity securities, in an amount up to an aggregate of 10.0% of Lionsgate’s fully-diluted shares
outstanding as the beginning of the applicable standstill period, issuable in connection with any transaction, including, without
limitation, a merger, acquisition or other business combination, an asset sale or a carve-out, and the filing of any registration
statement in connection therewith, (G) any Common Shares or any other of Lionsgate’s equity securities issuable in connection
with any rescission of purchases of Common Shares under Lionsgate’s 401(k) Plan and (H) any transaction or series of related
transactions involving up to $150,000,000 of Lionsgate’s equity or debt securities), (x) in the case of any Demand Registration
pursuant to Section 3.1 in which the Requesting Holders are registering more than 1,000,000 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 3.4, 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 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 5.3(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.


 


6.2           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 6.2(a) shall constitute a “Suspension Period.”


 




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(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 AT&T 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 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 the AT&T 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 AT&T Group shall not be in breach
of this Section 6.2(c) if Lionsgate (x) was aware of the material non-public information in the AT&T Group’s
possession at the time of the Holder’s sale (including, for the avoidance of doubt, non-public information in the AT&T
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.


 


6.3           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 3.1 or 4.1 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 (with an exception for transfers pursuant to hedging transactions
entered into prior to the time that AT&T had notice of such Underwritten Offering), covering the period commencing 15 days
prior to the effective date of the Registration Statement or, if


 




    	 	16	 



     


    

 


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 6.3 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 IV hereof; and (ii) if the aggregate restriction periods
in such Holder’s lock-up agreements entered into pursuant to this Section 6.3 shall not exceed an aggregate of
180 days during any 365-day period.


 


ARTICLE VII


 


REGISTRATION PROCEDURES


 


7.1           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 VII, if any other provision of this
Agreement is more favorable to the Holders than the provisions of this Article VII, such other provision shall apply):


 


(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 IV, 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;


 




    	 	17	 



     


    

 


(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 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 6.2 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


 




    	 	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;


 


(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 3.3 or 5.3 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 6.1 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


 




    	 	19	 



     


    

 


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 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.


 




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7.2           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 7.1(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 underwriting agreements, including customary
indemnity and contribution provisions and “lock-up” obligations substantially similar to Section 6.3 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.


 


7.3           Hedging
Transactions. The parties agree that the provisions of this agreement relating to the registration, offer and sale of Registrable
Securities apply also to any transaction which transfers some or all of the economic risk of ownership of Registrable Securities,
including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable
security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities
pledged to the counterparty to such transaction or of securities of the same class as the underlying Registrable Securities by
the counterparty to such transaction in connection therewith), and that the counterparty to such transaction shall be selected
in the sole discretion of the Holders.


 




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ARTICLE VIII


 


INDEMNIFICATION


 


8.1           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, 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


 




    	 	22	 



     


    

 


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 8.1 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.


 


8.2           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 8.1 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 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.


 


8.3           Notice
of Claims, Etc. Promptly after receipt by any Person entitled to indemnity under Section 8.1 or 8.2
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


 




    	 	23	 



     


    

 


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 Section 8.1 or 8.2 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 8.3 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 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.


 


8.4           Contribution.
If the indemnification provided for in this Article VIII 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


 




    	 	24	 



     


    

 


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 8.4
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 8.4 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.


 


8.5           Indemnification
Payments; Other Remedies; Primacy of Indemnification.


 


(a)           Periodic
payments of amounts required to be paid pursuant to this Article VIII 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 VIII 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 AT&T and/or certain of its Affiliates (collectively, the “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 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 Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors
from any and all claims (x) against the 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 Indemnitor before Lionsgate must
perform its indemnification obligations under this Agreement. No advancement or payment by the 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 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 Indemnitors had not advanced
or paid any amount to or on behalf of such Indemnified Person. Lionsgate and the Indemnified Persons agree that the Indemnitors
are express third party beneficiaries of this Article VIII.


 




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ARTICLE IX


 


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, 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 X


 


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 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.


 




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ARTICLE XI


 


MISCELLANEOUS


 


11.1         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 AT&T Representative,
at:


 


AT&T Media Holdings, Inc.


2260 E. Imperial Highway


El Segundo, CA 90245


Attn: Dan York, Chief Content Officer


with a copy to:


 


AT&T Media Holdings, Inc.


2260 E. Imperial Highway


El Segundo, CA 90245


Attn: Jim Meza, General Counsel


 


and if to Lionsgate, at:


 


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:    David E. Shapiro


             Gordon
S. Moodie


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


 




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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 AT&T 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).


 


11.2         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.


 


11.3         Amendments;
Waivers. Subject to Section 11.4, (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.


 


11.4         AT&T
Representative. Lionsgate shall be entitled to rely upon the written communications of the AT&T 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 AT&T 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 AT&T Representative.


 




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11.5         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.


 


11.6         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 8.5(c), Article VIII and 11.4.


 


11.7         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.


 


11.8         Termination
of Registration Rights; Survival. All rights granted to Holders under this Agreement shall terminate on the one year anniversary
of the date that the AT&T Group beneficially owns in the aggregate less than 60% of the Common Shares issued to the AT&T
Group pursuant to the Securities Issuance Agreement; provided, that in no event shall such termination occur prior to the
one year anniversary of the third Payment Date (as such term is defined in the Securities Issuance Agreement).


 


11.9         Non-Conflict.
The parties agree that this Agreement is not intended to be and is not inconsistent with the provisions of, and does not and will
not have the effect of denying or reducing the rights of any party to, the Investor Rights Agreement, the Mammoth Letter Agreement,
the Voting and Standstill Agreement or the Existing Registration Rights Agreements (including by reducing the number of securities
that the Existing Investors are otherwise entitled to include in a registration pursuant to the Existing Registration Rights Agreements)
and the parties agree that this Agreement shall be interpreted in all cases accordingly.


 


11.10       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.


 


11.11       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.


 


11.12       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.


 




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11.13       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 11.1 hereof, such service to become effective ten (10) days after such mailing.


 


11.14       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.


 


11.15       Entire
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.


 


11.16       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.]


 




    	 	30	 



     


    

  


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:	 General Counsel and Chief Strategic Officer
	 	 	 
	 	AT&T Media Holdings, Inc.
	 	 	 
	 	By:	 /s/ Daniel J. Fete
	 	Name:	 Daniel J. Fete
	 	Title:	 SVP - Corporate Development




  


Signature Page to Registration Rights Agreement


 




    	 	 	 



     


    

 


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


 




    	 	2	 



     


    

 


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.


 




    	 	3	 



     


    

 


SCHEDULE I


 


	Name of Holder/Additional

    Holder	 	Address of Holder/Additional

    Holder	 	Number of Registrable

    Securities Held
	AT&T Media Holdings, Inc.	 	
        2260 E. Imperial Highway

        El Segundo, CA 90245
	 	0