Exhibit 10.8


 





EXECUTION VERSION


 


AMENDMENT NO. 1 


 


TO


 


INVESTOR RIGHTS AGREEMENT



dated as of



June 30, 2016



among



MHR FUND MANAGEMENT, LLC,


 


LIBERTY GLOBAL INCORPORATED LIMITED,


 


DISCOVERY LIGHTNING INVESTMENTS LTD.,


 


LIONS GATE ENTERTAINMENT CORP.,


 


LIBERTY GLOBAL PLC,


 


DISCOVERY COMMUNICATIONS, INC.


 


and


 


the Mammoth Funds (as defined herein)








     


     


    

 


AMENDMENT NO. 1 TO INVESTOR RIGHTS
AGREEMENT


 


AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
(this “Amendment”) dated as of June 30, 2016 among MHR Fund Management, LLC, a Delaware limited liability company
(“Mammoth”), Liberty Global Incorporated Limited, a limited company organized under the laws of England
and Wales (“Leopard”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England
and Wales (“Dragon”), Lions Gate Entertainment Corp., a corporation organized under the laws of British
Columbia, Canada (the “Company”), Liberty Global plc, a public limited company organized under the laws of England
and Wales (“Leopard Parent”), Discovery Communications, Inc., a Delaware corporation (“Dragon Parent”
and, together with Mammoth and Leopard Parent, the “Investors” and each, an “Investor”),
and the affiliated funds of Mammoth party hereto (the “Mammoth Funds”) (collectively the “Parties”).


 


W I T N E S S E T H :


 


WHEREAS, the Parties entered into an Investor
Rights Agreement, dated as of November 10, 2015 (the “Agreement”; capitalized terms used but not defined herein
shall have the meanings set forth in the Agreement); and


 


WHEREAS, the Company, Orion Arm Acquisition
Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (“Orion”), and Starz, a
Delaware corporation, are entering into an Agreement and Plan of Merger, dated as of June 30, 2016, (the “Merger Agreement”,
and the transactions contemplated therein, the “Merger”) upon the terms and subject to the conditions
in force on such date; and


 


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


 


WHEREAS, in connection with the Merger Agreement
and the Mammoth Voting Agreement, the Parties desire to amend the Agreement.


 


NOW, THEREFORE, in consideration of the
covenants and agreements contained herein, the parties hereto agree as follows:


 


1. Vote on Pre-Emptive Rights.
The following shall be added as a new Section 3.01(i) to the Agreement:


 


“(i)          (a)          For purposes of this Section 3.01(i), “Parent Stockholders’ Meeting” shall have the meaning set forth
in that certain


 




     


     


    

 


Agreement
and Plan of Merger, dated as of June 30, 2016 (the “Merger Agreement”), by and between the Company, Orion Arm
Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and Starz, a Delaware corporation.


 


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


 


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


 


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


 


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


 


3. Definition. The definition
of Common Share is amended to add the following words at the end: “, including, for the avoidance of doubt, the Parent Voting
Stock and the Parent Non-Voting Stock (in each case as defined in the Merger Agreement).”


 


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


 






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[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


 


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


 


Signature
Page to Amendment to Investor Rights Agreement


 




     


     


    

 


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


 


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


 


For Notices:


Liberty Global plc


Griffin House


161 Hammersmith Road


London W6 8BS


United Kingdom


Attention: General Counsel, Legal Department


Fax: +44 20 8483 6400


E-mail: [redacted]


 


with a copy to:


 


Liberty Global plc


12300 Liberty Boulevard

Englewood, CO 80112

Attention: General Counsel, Legal Department

Facsimile No.: (303) 220-6691

E-mail: [redacted]


 


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


 


Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: Robert Katz

Facsimile No.: (646) 848-8008

E-mail: rkatz@shearman.com


 


Signature
Page to Amendment to Investor Rights Agreement


 




     


     


    

 


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


 


For Notices:


Discovery Lightning Investments, Ltd

Chiswick Park Building 2

566 Chiswick High Road

London W4 5YB


Attention:  Roanne Weekes, SVP DNI Finance
and Director


Facsimile: +44 20 8811 3310


E-mail: As Provided Previously


 


with a copy to:






Discovery Communications, LLC


850 Third Avenue


New York, NY 10022


Attention: Bruce Campbell,
Chief


Development,


Distribution and Legal Officer


Facsimile No.: (212) 548-5848


E-mail: As Provided
Previously


 


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






Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jonathan Levitsky

Facsimile No.: (212) 909-6836

E-mail: jelevitsky@debevoise.com


 


Signature
Page to Amendment to Investor Rights Agreement


 




     


     


    

 


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


 


For Notices:


MHR Fund Management LLC

1345 Avenue of the Americas, Floor 42

New York, NY 10105

Attention: Janet Yeung

Facsimile No.: (212) 262-9356

Email: jyeung@mhrfund.com


 


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






Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: Phillip Mills


Brian Wolfe


Facsimile No.: (212) 701-5800

E-mail: phillip.mills@davispolk.com


 brian.wolfe@davispolk.com


 


Signature
Page to Amendment to Investor Rights Agreement


 




     


     


    

 


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


 


For Notices:


Discovery Communications, LLC


850 Third Avenue


New York, NY 10022


Attention: Bruce Campbell,
Chief


Development,


Distribution and Legal


Officer


Facsimile No.: (212) 548-5848


E-mail:


bruce_campbell@discovery.com


 


with a copy (which shall not 

constitute notice)
to:


 


Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jonathan Levitsky

Facsimile No.: (212) 909-6836

E-mail: jelevitsky@debevoise.com


 


Signature
Page to Amendment to Investor Rights Agreement


 




     


     


    




 


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



 


	 	
        MHR Capital Partners (100) LP 

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


 


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


 


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


 


Signature
Page to Amendment to Investor Rights Agreement


 




     


     


    

 


	 	
        MHR Institutional Partners III LP 

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


 


Signature
Page to Amendment to Investor Rights Agreement