Exhibit 10.1


 


EXECUTION VERSION


 


STOCK EXCHANGE AGREEMENT


 


This STOCK EXCHANGE
AGREEMENT, dated as of June 30, 2016, and effective as of any Specified Termination Event (defined below) (this “Agreement”),
is made by and among Lions Gate Entertainment Corp., a corporation organized and existing under the laws of British Columbia (“Lionsgate”),
Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Lionsgate (“Purchaser”),
and the stockholders listed on Schedule 1 (each a “Stockholder,” and collectively the “Stockholders”).


 


R E C I T A L S:


 


WHEREAS, concurrently
with the execution and delivery of this Agreement, Lionsgate, Starz, a Delaware corporation (“Starz”) and Orion
Arm Acquisition Inc., a Delaware corporation and a wholly owned Subsidiary of Lionsgate (“Merger Sub”), are
entering into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended or supplemented, the “Merger
Agreement”), that provides, among other things, for the merger of Merger Sub with and into Starz, upon the terms and
subject to the conditions set forth in the Merger Agreement;


 


WHEREAS, in connection
with the transactions contemplated by the Merger Agreement, Lionsgate, the Stockholders and Starz are entering into a Voting Agreement,
dated as of the date hereof, with respect to Lionsgate’s and the Stockholders’ shares of Starz Common Stock (as the
same may be amended or supplemented, the “Voting Agreement”);


 


WHEREAS, in connection
with the transactions contemplated by the Merger Agreement, Lionsgate, Starz, and certain stockholders of Lionsgate are entering
into a series of Voting Agreements, dated as of the date hereof, with respect to such stockholders’ shares of Lionsgate Common
Stock (collectively, as the same may be amended or supplemented, the “LDM Voting Agreements”);


 


WHEREAS, this Agreement
shall become effective upon the termination of the Merger Agreement in accordance with (i) Section 7.1(b)(iii) of the Merger Agreement
(Failure to Obtain Company Stockholder Approval), (ii) Section 7.1(c)(i) of the Merger Agreement (Company Superior Proposal) or
(iii) Section 7.1(d)(i) of the Merger Agreement (Change of Recommendation by Company) (any such termination, a “Specified
Termination Event”);


 


WHEREAS, as of the
date of this Agreement, each Stockholder owns, and at all times prior to the Closing will own, the number of shares of Series B
common stock, par value $0.01 per share (“Starz Series B Common Stock”), of Starz set forth opposite the name
of such Stockholder on Schedule 1, representing in the aggregate as of the date hereof approximately 69.6% of the total voting
power of the issued and outstanding shares of Starz Series B Common Stock;


 


WHEREAS, in the event
of a Specified Termination Event, each Stockholder wishes to transfer the Starz Exchange Shares (as defined below) to Purchaser
in exchange for the Lionsgate Exchange Consideration (as defined below), and Purchaser wishes to acquire the Starz Exchange Shares
from the Stockholders in exchange for the Lionsgate Exchange Consideration, on the terms and conditions set forth in this Agreement
(the “Exchange”);


 




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NOW, THEREFORE, the
Parties agree as follows:


 


Article
1


 


Effectiveness


 


Section 1.1           Effectiveness.
This Agreement shall become effective only upon the occurrence of a Specified Termination Event.


 


Article
2


 


Exchange of Shares


 


Section 2.1           Exchange.  Subject to the terms and conditions hereof, at the Closing:


 


(a)          Each
Stockholder shall convey, transfer and deliver to Purchaser, free and clear of any liens, pledges, charges and security interests
and similar encumbrances (“Liens”) (other than transfer restrictions imposed by applicable securities laws),
the shares of Starz Series B Common Stock (the “Starz Exchange Shares”), listed opposite such Stockholder’s
name on Schedule 1; and


 


(b)          Purchaser
shall convey, transfer and deliver to each Stockholder, free and clear of any Liens (other than transfer restrictions imposed by
applicable securities laws) for each Starz Exchange Share:


 


(i)           $7.26
in cash without interest thereon (the “Lionsgate Cash Consideration”); plus


 


(ii)          1.2642
shares of common stock, without par value, of Lionsgate (“Lionsgate Common Stock”) (the “Lionsgate
Exchange Shares,” together with the Lionsgate Cash Consideration, the “Lionsgate Exchange Consideration”);
provided, however, that in the event that either (x) John C.  Malone sends written notice to Purchaser at least five
(5) Business Days prior to the Closing that the Stockholders are irrevocably electing to receive the Lionsgate Alternate Cash Consideration
(as defined below), (y) the Exchange Approval Meeting has occurred and the Stockholder Approval (as defined below) shall not
have been obtained, or (z) 120 days have elapsed after the occurrence of a Specified Termination Event (such 120th
day, the “End Date”), Purchaser shall substitute $29.04 in cash without interest thereon for each Lionsgate
Exchange Share (the “Lionsgate Alternate Cash Consideration” and together with the Lionsgate Cash Consideration,
the “Lionsgate Alternate Exchange Consideration”).


 


Section 2.2           Closing.


 


(a)          The
closing of the Exchange (the “Closing”) shall take place at the offices of Wachtell, Lipton, Rosen & Katz,
51 West 52nd Street, New York, New York 10019 at 10:00 a.m.  (Eastern time) on the fifth (5th) Business Day following the satisfaction
or (to the extent permitted by Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth
in Article 5 (other than those conditions that by their nature are to be satisfied at the


 




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Closing, but subject
to the satisfaction or (to the extent permitted by Law) waiver of those conditions), or at such other place, time and date as shall
be agreed in writing among the Parties.  The date on which the Closing occurs is referred to in this Agreement as the “Closing
Date.”


 


(b)          At
the Closing:


 


(i)           Each
Stockholder shall deliver, or cause to be delivered, to Purchaser (1) either one or more original share certificate(s), duly
endorsed or with stock powers duly executed in favor of Purchaser, and with any required stock transfer stamps affixed thereto
or evidence of book entry delivery, representing all of such Stockholder’s Starz Exchange Shares; (2) the certificate
required by Section 5.2(b); (3) a duly executed certificate of non-foreign status, dated as of the Closing Date, substantially
in the form of the sample certification set forth in U.S.  Treasury Regulations Section 1.1445-2(b)(2)(iv)(A) or (B), as applicable;
and (4) all other certificates, instruments and documents executed and delivered by a Stockholder as are either necessary or as
Purchaser may reasonably request in order to effectively transfer ownership and control of such Stockholder’s Starz Exchange
Shares to Purchaser.


 


(ii)          Purchaser
shall deliver, or cause to be delivered, to each Stockholder, (1)  the Lionsgate Cash Consideration, and, if applicable, the
Lionsgate Alternate Cash Consideration, for such Stockholder’s Starz Exchange Shares pursuant to Section 2.1(b), by
wire transfer of immediately available funds to one or more bank accounts designated in writing by such Stockholder (such designation
to be made at least two (2) Business Days prior to the Closing Date); (2) if applicable, either one or more original share certificates
issued to and registered in the name of such Stockholder and with any required stock transfer stamps affixed thereto or evidence
of book entry delivery evidencing the issuance of, the number of the Lionsgate Exchange Shares to be conveyed to such Stockholder
pursuant to Section 2.1(b); and (3) the certificate required by Section 5.3(b).


 


Section 2.3           Further
Assurances.  If, at any time before or after the Closing, one of the Parties reasonably believes or is advised that any further
instruments, deeds, assignments or assurances are reasonably necessary or desirable to consummate the Exchange or to carry out
the purposes and intent of this Agreement at or after the Closing, then Lionsgate, Purchaser, each Stockholder and, as applicable,
their respective trustees, officers and directors shall execute and deliver all such proper instruments, deeds, assignments or
assurances and do all other things reasonably necessary or desirable to consummate the Exchange and to carry out the purposes and
intent of this Agreement.


 


Section 2.4           Adjustments.
Wherever in this Agreement there is a reference to a specific number of the Starz Exchange Shares or the Lionsgate Exchange Shares,
then, upon the occurrence of any subdivision, combination, reclassification or share dividend of the Starz Exchange Shares or the
Lionsgate Exchange Shares, the specific number of such shares so referenced in this Agreement shall automatically be proportionally
adjusted to reflect the effect on the outstanding shares of such class or series of shares by such subdivision, combination, reclassification
or share dividend.


 




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Section 2.5           Tax.
Each Party will have the right to deduct and withhold from any payment made pursuant to this Agreement such amounts as are required
to be deducted or withheld with respect to the making of such payment under any applicable tax Law.   To the extent any amounts
are so deducted or withheld, such amounts shall be paid to the appropriate tax authorities and treated for all purposes of this
Agreement as having been paid to the Person in respect of which such deduction or withholding was made. 


 


Article
3


 


Representations and Warranties


 


Section 3.1           Representations
and Warranties of Each Party.  Except as otherwise specified below, each of the Parties represents and warrants to the other
Parties, severally and not jointly and severally, solely with respect to itself, as follows:


 


(a)          Due
Organization and Good Standing.  If such Party is not an individual, it is duly incorporated or organized, validly existing
and in good standing (to the extent that its jurisdiction of organization recognizes the concept of good standing) under the laws
of its jurisdiction of incorporation or organization.


 


(b)          Authority.
Other than, in the case of Lionsgate, the Stockholder Approval (as defined below), it has all necessary power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.  The execution and delivery of this Agreement by it
has been duly and validly authorized by all requisite action, and no other proceedings on its part are necessary to authorize this
Agreement.  This Agreement has been duly and validly executed and delivered by it and, assuming the due authorization, execution
and delivery by the other parties to this Agreement, constitutes a legal, valid and binding obligation of it, enforceable against
such Party in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
It has not granted nor is it a party to any proxy, voting trust or other agreement that is inconsistent with, conflicts with or
violates any provision of this Agreement.


 


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


 


(d)          Finders’
Fees.  Except for the fee payable by the Stockholders or their Affiliates to Kern Consulting, LLC, and except for the fees payable
by Parent or its Affiliates to PJT


 




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Partners LP, J.P.  Morgan
Securities LLC, and Deutsche Bank Securities Inc., there are no investment banker, broker, finder or other intermediary retained
by or authorized to act on behalf of it who might be entitled to any fee or commission upon consummation of the transactions contemplated
by this Agreement from such Stockholder or any of its Affiliates (in the case of a Stockholder) or Purchaser, Lionsgate or any
of their respective Affiliates (in the case of Purchaser and Lionsgate).


 


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


 


(f)          Investment
Intent.  It is acquiring the Lionsgate Exchange Shares and the Starz Exchange Shares, as applicable, for investment for its
own account and not with a view to, or for sale in connection with, any distribution thereof.  It has sufficient knowledge and experience
in financial and business matters so as to be capable of evaluating the merits and risks of its investment and is capable of bearing
the economic risks of such investment.  It further acknowledges that none of Stockholder or any of its Affiliates or representatives
(in the case of Purchaser and Lionsgate) or Purchaser, Lionsgate or any of their respective Affiliates or representatives (in the
case of a Stockholder) has rendered any investment advice or securities valuation advice to it, and that it is neither subscribing
for nor acquiring any interest in reliance upon, or with the expectation of, any such advice.  In the case of a Stockholder, each
Stockholder acknowledges that the Lionsgate Exchange Shares have not been registered under the Securities Act or any state or foreign
securities Laws, and agrees that the Lionsgate Exchange Shares may not be sold, transferred, offered for sale, pledged, hypothecated
or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration
available under the Securities Act, and without compliance with foreign securities Laws, in each case, to the extent applicable.
In the case of Purchaser, Purchaser acknowledges that the Starz Exchange Shares have not been registered under the Securities Act
or any state or foreign securities Laws, and agrees that the Starz Exchange Shares may not be sold, transferred, offered for sale,
pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from
such registration available under the Securities Act, and without compliance with foreign securities Laws, in each case, to the
extent applicable.  Each Party represents that it is an “accredited investor” (as defined in Rule 501(a) of Regulation
D under the Securities Act).


 




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(g)          No
Other Representations and Warranties.  It acknowledges and agrees that no other Party nor any other Party’s agents or
representatives makes or has made (i) any express or implied representation or warranty on behalf of such other Party other than
those expressly set forth in this Article 3 or (ii) any representations or warranties with respect to any financial projections,
financial forecasts or forward-looking information provided to it.


 


Section 3.2           Additional
Representations and Warranties of Stockholders.  Each Stockholder represents and warrants to Purchaser as follows:


 


(a)          Ownership;
Title to Starz Series B Common Stock.  As of the date of this Agreement, such Stockholder is the sole and exclusive record (except
to the extent such shares are held in the name of securities intermediaries in brokerage accounts) and beneficial owner of the
Starz Series B Common Stock set forth opposite such Stockholder’s name on Schedule 1, in each case, free and clear of any
Liens (other than transfer restrictions imposed by applicable securities laws), and no Stockholder “beneficially owns”
(as defined in Rule 13d-3 of the Exchange Act) any Series B Common Stock of Starz other than as set forth on Schedule 1.  Upon the
delivery by such Stockholder at the Closing of the Starz Exchange Shares in the manner provided in Section 2.2, Purchaser
will hold good and valid title to such Starz Exchange Shares, free and clear of all Liens (other than transfer restrictions imposed
by applicable securities laws).


 


(b)          No
Interest in Lionsgate.  As of the date of this Agreement, except as set forth on Schedule 2, such Stockholder does not own,
of record or beneficially, and at all times prior to the Closing will not so own, any shares of Lionsgate Common Stock or other
share capital of, or other voting or equity interests in, Lionsgate.


 


Section 3.3           Additional
Representations and Warranties of Lionsgate and Purchaser.  Lionsgate and Purchaser, jointly and severally, represent and warrant
to each Stockholder as follows:


 


(a)          Purchaser.
Lionsgate indirectly owns all of the outstanding shares of Purchaser.


 


(b)          Lionsgate
Exchange Shares.  Subject to receipt of the applicable Stockholder Approval (as defined below), the Lionsgate Exchange Shares
to be issued to each Stockholder at the Closing will be duly authorized and validly issued to the appropriate Stockholder in accordance
with the terms of Lionsgate’s organizational documents as they are in effect as of the Closing Date.


 


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


 


Article
4


 


Certain Covenants


 


Section 4.1           Confidentiality.
Except as required by applicable Law, prior to and following the Closing, no Party shall make, or permit any of its agents, representatives
or


 




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advisors to make, any
public announcement in respect of this Agreement or the transactions contemplated hereby without the prior written consent of each
other Party.


 


Section 4.2           Reasonable
Best Efforts.


 


(a)          Governmental
and Third Party Approvals.  Each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable
to consummate and make effective, in the most expeditious manner practicable, the Exchange and the other transactions contemplated
hereby, including (i) preparing and filing as soon as practicable after the date hereof all forms, registrations and notices required
to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are reasonably necessary
to obtain any requisite approvals, consents, Orders, exemptions or waivers by any Governmental Authority or other third party,
including filings pursuant to the HSR Act or as required by any other Governmental Authority relating to antitrust, competition,
trade, pre-merger notification or other regulatory matters, (ii) obtaining all necessary consents, approvals, authorizations or
waivers from, and providing notices to, third parties, including providing any further information as may be required by such third
party; provided, however, that no consent of any third party (excluding Government Authorities) shall be a condition
to the closing of the transactions contemplated by this Agreement pursuant to Article 5, and (iii) the execution and delivery
of any additional instruments required by applicable Law necessary to consummate the transactions contemplated hereby and to fully
carry out the purposes of this Agreement.  Each of the Parties shall submit any notifications required pursuant to the HSR Act no
later than 10 Business Days following the date of a Specified Termination Event.  Each of the Parties hereto shall furnish to the
other Parties such necessary information and reasonable assistance as such other Party may reasonably request in connection with
the foregoing.  In addition, each of the Parties hereto shall consult with the other with respect to, provide any necessary information
with respect to and provide the other (or its counsel) copies of, all filings made by such Party with any third party or any other
information supplied by such Party to a third party in connection with this Agreement and the transactions contemplated by this
Agreement.


 


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


 




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in each case, unless
it consults with the other in advance and, to the extent permitted by such Governmental Authority or other third party, as applicable,
gives the other the opportunity to attend and participate thereat, and (iv) furnish the other with such necessary information and
reasonable assistance as the other Parties may reasonably request in connection with its preparation of necessary filings or submissions
of information to any such third party.


 


(c)          No
Divestitures.  In furtherance of the covenants set forth in Section 4.2(a), if any objections are asserted with respect
to the transactions contemplated hereby under any domestic or foreign antitrust or competition Law or if any Action is instituted
(or threatened to be instituted) by the Federal Trade Commission, the Department of Justice, Competition Bureau (Canada) or any
other applicable Governmental Authority challenging any of the transactions contemplated hereby or which would otherwise prohibit
or materially impair or delay the consummation of the transactions contemplated hereby, the Parties shall take all reasonable actions
necessary to resolve any such objections or Actions (or threatened Actions) so as to permit the transactions contemplated hereby
to close as soon as reasonably practicable; provided, however, that nothing in this Agreement shall obligate any
Party to become subject to, consent to or agree to, or otherwise take any action with respect to, any requirement, condition, understanding,
agreement or order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change
its respective assets or business (including that of their Affiliates) in any manner.


 


Section 4.3           Certain
Litigation.  The Parties shall promptly advise each other of any Action or stockholder litigation commenced after the date hereof
against such Party or any of its directors or trustees relating to this Agreement, the Exchange, and the transactions contemplated
hereby and shall keep the other Parties reasonably informed regarding any such Action or stockholder litigation against any such
Party or any of its directors or trustees.  The Stockholders shall give Lionsgate the opportunity to consult with Stockholders regarding
the defense or settlement of any such Action or stockholder litigation and shall consider Lionsgate’s views with respect
to such Action or stockholder litigation and shall not settle any such Action or stockholder litigation without the prior written
consent of Lionsgate (such consent not to be unreasonably withheld, conditioned or delayed).


 


Section 4.4           Listing.
Subject to receipt of the Stockholder Approval (as defined below), Lionsgate shall use reasonable best efforts to cause the Lionsgate
Exchange Shares to be authorized for listing on the NYSE, subject to official notice of issuance, as of immediately after the Closing.


 


Section 4.5           Shareholder
Approval.  If the Exchange Approval Meeting has not occurred prior to a Specified Termination Event, then, as promptly as practicable
following the occurrence of a Specified Termination Event, to the extent that Lionsgate is required by applicable stock exchange
rules to obtain stockholder approval of the issuance of the Lionsgate Exchange Shares, Lionsgate shall prepare and file with the
SEC, an appropriate proxy statement (the “Proxy Statement”) seeking approval of the transactions contemplated
by this Agreement (the “Stockholder Approval”).  Lionsgate shall use its reasonable best efforts to cause the
Proxy Statement to comply with the rules and regulations promulgated by the SEC.  Each Stockholder shall furnish all information
concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Proxy
Statement.  Lionsgate shall duly


 




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give notice of, convene
and hold a stockholders’ meeting (the “Stockholders’ Meeting”) as promptly as practicable following
the date the Proxy Statement is filed, but no later than 120 days after the Specified Termination Event, for the purpose of seeking
the Stockholder Approval (or adjournment of the Stockholders’ Meeting under certain circumstances) and shall, (a) recommend
to its stockholders approval of the issuance of Lionsgate Exchange Shares and include in the Proxy Statement such recommendation
and (b) use its reasonable best efforts to solicit such approval and obtain the Stockholder Approval.  Once the Stockholders’
Meeting has been called and noticed, Lionsgate may only adjourn or postpone the Stockholders’ Meeting (x) to the extent
necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance
of a vote on the Stockholder Approval, or (y) if, as of the time for which the Stockholders’ Meeting is originally scheduled,
there are insufficient shares of Lionsgate common stock represented (either in person or by proxy) to constitute a quorum necessary
to conduct the business of such meeting and, in any such case (clause (x) or (y)), only for a minimum period of time reasonable
under such circumstance.  Lionsgate shall ensure that the Stockholders’ Meeting is called, noticed, convened, held and conducted,
and that all proxies solicited in connection with the Stockholders’ Meeting are solicited in compliance with applicable Law,
the rules of NYSE and the organizational documents of Lionsgate.


 


Section 4.6           Termination
of Irrevocable Proxies. Each applicable Stockholder and Lionsgate shall cause their Affiliates to, take all actions to revoke
and terminate the irrevocable proxies, dated as of March 27, 2015, granted by LG Leopard Canada LP, a Canadian limited partnership
and an indirect wholly owned subsidiary of Lionsgate, in favor of such Stockholder.


 


Article
5


 


Conditions Precedent


 


Section 5.1           Conditions
to Obligations of Purchaser and Stockholder.  The obligations of Lionsgate, Purchaser and each Stockholder to consummate the
transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following conditions (except
to the extent waived in writing by Lionsgate, Purchaser and each Stockholder):


 


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


 


(b)          Antitrust
Waiting Periods.  Any waiting period applicable to consummation of the Exchange under the HSR Act or the Competition Laws of
Germany shall have expired or been terminated.


 


(c)          Takeover
Defenses.  Starz shall not have adopted any shareholder rights plan or other anti-takeover provisions which would materially
and adversely affect any Stockholder, Lionsgate or Purchaser’s ability to perform its obligations and consummate the transactions


 




    	 	9	 



     


    

 


contemplated hereunder
or to acquire any share capital of, or other voting or equity interests in, Starz.


 


(d)          State
Takeover Statutes.  No “fair price,” “business combination,” “control share acquisition”
or other state takeover statute or similar Law shall be applicable to this Agreement or any of the transactions contemplated hereby.


 


Section 5.2           Conditions
to Obligations of Lionsgate and Purchaser.  The obligation of Lionsgate and Purchaser to consummate the transactions contemplated
hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions (except to the extent
waived in writing by Lionsgate and Purchaser):


 


(a)          Stockholder
Representations and Warranties; Covenants.  The representations and warranties of each Stockholder contained in Section 3.2(a)
shall be true and correct in all respects at and as of the Closing Date with the same effect as though made at and as of such time
(except for representations that are as of a specific date which representations shall be true and correct in all respects as of
such date).  The other representations and warranties of each Stockholder contained in Article 3 shall be true and correct
in all material respects at and as of the Closing Date with the same effect as though made at and as of such time (except for representations
that are as of a specific date which representations shall be true and correct in all material respects as of such date).  Each
Stockholder shall have in all material respects duly performed and complied with all agreements, covenants and conditions required
by this Agreement to be performed or complied with by Stockholder at or prior to the Closing.


 


(b)          Stockholder
Certificate.  Each Stockholder shall have delivered to Purchaser a certificate, dated as of the Closing Date, signed by such
Stockholder certifying that the conditions set forth in Section 5.2(a) above are satisfied.


 


(c)          Other
Closing Deliverables.  Each Stockholder shall have delivered or shall have caused to be delivered to Purchaser the closing deliverables
contemplated by Section 2.2(b)(i).


 


(d)          Stockholder
Approval.  Either (i) the Exchange Approval Meeting has occurred or (ii) the End Date shall have occurred.


 


Section 5.3           Conditions
to Obligations of Stockholders.  The obligation of each Stockholder to consummate the transactions contemplated hereby shall
be subject to the fulfillment at or prior to the Closing of the following additional conditions (except to the extent waived in
writing by such Stockholder):


 


(a)          Lionsgate
and Purchaser Representations and Warranties; Covenants. The representations and warranties
of Lionsgate and Purchaser contained in Article 3 shall be true and correct in all material respects at and as of the Closing
Date with the same effect as though made at and as of such time (except for representations that are as of a specific date which
representations shall be true and correct in all material respects as of such date).  Lionsgate and Purchaser shall have in all
material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed
or complied with by Lionsgate and Purchaser at or prior to the Closing.


 




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(b)          Officer
Certificate.  Purchaser shall have delivered to Stockholders a certificate, dated as of the Closing Date, signed by a duly authorized
officer of Purchaser certifying that the conditions set forth in Section 5.3(a) are satisfied.


 


(c)          Other
Closing Deliverables.  Purchaser shall have delivered to Stockholder the closing deliverables contemplated by Section 2.2(b)(ii).


 


Article
6


 


Termination


 


Section 6.1           Termination.
This Agreement may be terminated at any time prior to the Closing:


 


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


 


(b)          by
Purchaser by written notice to the Stockholders, if a breach of any representation or warranty or failure to perform any covenant
or agreement on the part of any Stockholder set forth in this Agreement shall have occurred that would cause the condition set
forth in Section 5.2(a) not to be satisfied and such breach is uncurable or has not been cured within ten (10) days following
written notice thereof to the Stockholders;


 


(c)          by
any Stockholder by written notice to Purchaser, if a breach of any representation or warranty or failure to perform any covenant
or agreement on the part of Purchaser or Lionsgate set forth in this Agreement shall have occurred that would cause the condition
set forth in Section 5.3(a) not to be satisfied and such breach is uncurable or has not been cured within ten (10) days
following written notice thereof to Purchaser;


 


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


 


(e)          by
either Purchaser or any Stockholder if the Closing shall not have occurred by the date that is six months after the occurrence
of a Specified Termination Event; provided, however, that if the Closing shall not have occurred by such date solely
because the conditions set forth in Section 5.1(b) have not been satisfied by such date, either the Stockholders or Lionsgate
may extend such date for a period not to exceed ninety (90) days by written notice to the other (such date, as may be so extended,
the “Outside Date”); provided, further, that the right to terminate this Agreement under this
Section 6.1(e) or extend the Outside Date shall not be available to any Party if the failure of the Closing to occur by
the Outside Date shall have been caused by, or resulted from, the failure of such Party to perform or observe the covenants and
agreements of such Party set forth in this Agreement or a breach of such Party’s representations and warranties set forth
in this Agreement.


 




    	 	11	 



     


    

 


Section 6.2           Effect
of Termination.


 


(a)          If
this Agreement is terminated pursuant to Section 6.1, this Agreement shall become void and of no effect without liability
of any Party (or any of its directors, officers, employees, stockholders, Affiliates, agents, successors or assigns) to the other
Parties, provided that no such termination (nor any provision of this Agreement) shall relieve any Party from liability
for any damages for fraud or for intentional breach of any covenant or agreement hereunder.  The provisions of this Section 6.2,
Section 4.1, Article 7 and Article 8 shall survive any termination hereof pursuant to Section 6.1.


 


Article
7


 


Definitions


 


Section 7.1           Certain
Terms.  The following terms have the meanings given to them below:


 


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


 


“Affiliate”
means with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first Person, where “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract or otherwise; provided, that, except as otherwise specified in this Agreement, none of
Starz, Liberty Media Corporation, Liberty Interactive Corporation, Liberty TripAdvisor Holdings, Inc., Liberty Broadband Corporation,
Liberty Global PLC, Discovery Communications, Inc.  or any of their respective Affiliates will be treated as Affiliates of any Stockholder
or any Affiliate of any Stockholder for any purpose hereunder; and provided, further, that none of MHR Advisors LLC,
MHR Institutional Advisors II LLC, MHR Institutional Advisors III LLC, MHR Capital Partners Master Account LP, MHR Capital Partners
(100) LP, MHR Institutional Partners II LP, MHR Institutional Partners IIA LP, MHR Institutional Partners III LP, MHRC LLC, MHRC
II LLC, MHR Fund Management LLC, MHR Holdings LLC, Mark H.  Rachesky, M.D.  or any of their respective Affiliates will be treated
as Affiliates of Lionsgate or Purchaser or any of their Subsidiaries or any of their respective Affiliates for any purpose hereunder.
In the case of individual Stockholder, such Stockholder’s Affiliates shall include members of such Stockholder’s immediate
family.


 


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


 


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


 




    	 	12	 



     


    

 


“Exchange
Approval Meeting” means the Parent Stockholders’ Meeting as defined in the Merger Agreement or, if the Parent Stockholders’
Meeting is not held, the Stockholders’ Meeting.


 


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


 


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


 


“NYSE”
means the New York Stock Exchange.


 


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


 


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


 


“SEC”
means the Securities and Exchange Commission.


 


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


 


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


 


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


 


Section 7.2           Construction.
The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The words “Party” or
“Parties” shall refer to parties to this Agreement.  The headings of Articles and Sections in this Agreement and the
captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.
All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth
in full herein.  Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning given to such
term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.
Whenever the words “include,”


 




    	 	13	 



     


    

 


“includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,”
whether or not they are in fact followed by those words or words of like import.  Unless the context otherwise requires (i) “or”
is disjunctive but not necessarily exclusive and (ii) the use in this Agreement of a pronoun in reference to a party hereto includes
the masculine, feminine or neuter, as the context may require.  “Writing,” “written” and comparable terms
refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any
agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with
the terms hereof and thereof.  References to any Person include the successors and permitted assigns of that Person.  References
from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  Any reference
in this Agreement to Dollars or $ shall mean U.S.  dollars.  Any reference to “days” means calendar days unless Business
Days are expressly specified.  If any action under this Agreement is required to be done or taken on a day that is not a Business
Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.
The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict
construction shall be applied against any party.


 


Article
8


 


Miscellaneous


 


Section 8.1           Notices.
All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given
(a) on the date of delivery if delivered personally or sent via facsimile or e-mail or (b) on the first Business Day following
the date of dispatch if sent by a nationally recognized overnight courier (providing proof of delivery), in each case to the parties
at the following addresses (or at such other address for a party as shall be specified by like notice); provided, that should
any such delivery be made by facsimile or e-mail, the sender shall also send a copy of the information so delivered on or before
the next Business Day by a nationally recognized overnight courier:


 


if to a Stockholder: at the address
of such Stockholder set forth on Schedule 1


 


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


 


Sherman & Howard L.L.C.

633 17th Street, Suite 3000

Denver, CO 80202


	Facsimile:	303 298-0940
	Attention:	Steven D.  Miller


 




    	 	14	 



     


    

 


if to Lionsgate or Purchaser: 


 


Lions Gate Entertainment Corp.

2700 Colorado Avenue

Santa Monica, California 90404





	Facsimile:	310-496-1359
	Attention:	Wayne Levin
	Email:	wlevin@lionsgate.com


 


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


 


Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019


	Facsimile:	212 403-2000
	Attention:	David E.  Shapiro
	 	Gordon S.  Moodie
	Email:	DEShapiro@wlrk.com
	 	GSMoodie@wlrk.com


 


Section 8.2           Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.  The exchange of copies of this Agreement and of signature pages
by facsimile or e-mail shall constitute effective execution and delivery of this Agreement as to the parties and may be used in
lieu of the original Agreement for all purposes.  Signatures of the parties transmitted by facsimile or e-mail shall be deemed to
be their original signatures for all purposes.


 


Section 8.3           Amendment;
Waiver.  This Agreement may be amended or supplemented at any time by additional written agreements signed by, or on behalf
of each of the Parties and by Starz provided that, in the case of Starz, such amendment will be subject to approval by a
majority of the independent directors of Starz (as independence is determined under the rules of The Nasdaq Stock Market).  This
Agreement may not be amended, modified or supplemented in any manner, and waivers of or consents to departures from the provisions
hereof may not be given, whether by course of conduct or otherwise, except by an instrument in writing specifically designated
as an amendment hereto, signed on behalf of (i) each of the Parties and (ii) Starz provided that, in the case of Starz,
such amendment will be subject to approval by a majority of the independent directors of Starz (as independence is determined under
the rules of The Nasdaq Stock Market).  No failure or delay by any Party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.  The rights and remedies provided herein shall be cumulative and not exclusive
of any rights or remedies provided by Law.


 




    	 	15	 



     


    

 


Section 8.4           Expenses.
Purchaser shall pay (i) up to an amount equal to $1,600,000.00, minus all amounts reimbursed pursuant to Section 8(j) of the Voting
Agreement, for reasonable out-of-pocket costs and expenses incurred by the Stockholders, including the reasonable fees, charges
and disbursements of counsel for the Stockholders in connection with the preparation, negotiation, execution and delivery of this
Agreement and (ii) any required filing fee in connection with the filings described in Section 4.2(a)(i).  Except as otherwise
provided herein, all costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby,
whether or not consummated, shall be paid by the party incurring such cost or expense.


 


Section 8.5           Governing
Law.  All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance
of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to its rules of conflict of laws.


 


Section 8.6           Entire
Agreement; Third Party Beneficiaries.  This Agreement (including the schedules and exhibits thereto and other documents and
the instruments referred to herein) constitutes the entire agreement, and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof and neither party is relying on any other oral or
written representation, agreement or understanding and no party makes any express or implied representation or warranty in connection
with the transactions contemplated by this Agreement other than as set forth in this Agreement.  This Agreement is not intended
to confer upon any Person other than the parties hereto and Starz, any rights or remedies.  The Parties hereby acknowledge and agree
that Starz is an express third party beneficiary of this Agreement, including, without limitation, Section 8.3, this Section
8.6, and the definition of Specified Termination Event, and the Parties shall not waive or amend such provisions without the
express written consent of Starz, which may be withheld in Starz’s sole discretion (as determined by the act of a majority
of the independent directors of the Company (as independence is determined under the rules of The Nasdaq Stock Market)).


 


Section 8.7           Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, insofar as the
foregoing can be accomplished without materially affecting the economic benefits anticipated by the parties to this Agreement.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the
fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled
to the greatest extent possible.


 


Section 8.8           Assignment.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part,
by operation of Law or otherwise by any of the Parties hereto without the prior written consent of the other Parties; provided
that this Agreement and the obligations hereunder shall be binding upon any Person to whom record or beneficial ownership of any
Starz Exchange Shares shall pass by operation of law or otherwise, including to the extent applicable, any Stockholder’s
heirs, guardians, administrators or successors (and any such Person shall agree to be bound by this Agreement).


 




    	 	16	 



     


    

 


Any assignment in violation
of the preceding sentence shall be void.  Subject to the preceding two sentences, this Agreement will be binding upon, inure to
the benefit of, and be enforceable by, the Parties and their respective successors and assigns.


 


Section 8.9           Specific
Performance.  The Parties agree that irreparable damage would occur to the Parties hereto, as well as Starz as an express third
party beneficiary hereof, if any provision of this Agreement were not performed in accordance with the terms hereof and that the
Parties, as well as Starz as an express third party beneficiary hereof, shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court specified
in Section 8.12, in addition to any other remedy to which they are entitled at law or in equity.


 


Section 8.10         Failure
or Delay Not Waiver; Remedies Cumulative.  No failure or delay on the part of any Party hereto in the exercise of any right
hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty
or agreement herein, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof
or of any other right.  All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights
or remedies otherwise available.


 


Section 8.11         Waiver
of Jury Trial.  EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HERBY
OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.


 


Section 8.12         Consent
to Jurisdiction.  Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery
of the State of Delaware (or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts,
any court of the United States located in the State of Delaware) in the event any dispute arises out of this Agreement or any of
the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction
by motion or other request for leave from such court, and (c) agrees that it will not bring any action relating to this Agreement
or any of the transactions contemplated by this Agreement in any court other than such court.


 




    	 	17	 



     


    

 


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


 


	 	LIONS GATE ENTERTAINMENT CORP.
	 	 	 
	 	By:	/s/ Wayne Levin
	 	 	Name: Wayne Levin
	 	 	Title: General Counsel and Chief Strategic Officer
	 	 	 
	 	ORION ARM ACQUISITION INC.
	 	 	 
	 	By:	/s/  Wayne Levin
	 	 	Name: Wayne Levin
	 	 	Title: President, General Counsel and Secretary


 


[Signature Page to Stock Exchange Agreement]


 




     


     


    

 


	 	JOHN C. MALONE
	 	 	 
	 	 	/s/ John C. Malone
	 	 	John C. Malone
	 	 	 
	 	LESLIE MALONE
	 	 	 
	 	 	/s/ Leslie Malone
	 	 	Leslie Malone


 


[Signature Page to Stock Exchange Agreement]


 




     


     


    

 


	 	THE TRACY L. NEAL TRUST A
	 	 	 
	 	By:	/s/ David Thomas III
	 	 	Name: David Thomas III
	 	 	Title: Trustee
	 	 	 
	 	THE EVAN D. MALONE TRUST A
	 	 	 
	 	By:	/s/ David Thomas III
	 	 	Name:  David Thomas III
	 	 	Title:  Trustee


 


[Signature Page to Stock Exchange Agreement]


 




     


     


    

 


	 	ROBERT R. BENNETT
	 	 
	 	/s/ Robert R. Bennett
	 	Robert R. Bennett  
	 	 
	 	DEBORAH J. BENNETT
	 	 
	 	/s/ Deborah J.
    Bennett
	 	Deborah J. Bennett  


 


	 	HILLTOP INVESTMENTS, LLC	 
	 	 	 	 
	 	By:	/s/ Robert R. Bennett	 
	 	 	Name:  Robert R. Bennett
	 	 	Title:  Manager


 


[Signature Page to Stock Exchange Agreement]


 




     


     


    

 


Schedule 1


 


	Stockholder	 	Starz Series B 
Common Stock	 
	 	 	 	 
	John C. Malone 
 12300 Liberty Blvd., 2nd Floor
 Englewood,
    CO  80112	 	 	5,832,020	 
	 	 	 	 	 
	Leslie Malone
 12300 Liberty Blvd., 2nd Floor
 Englewood, CO  80112	 	 	230,564	 
	 	 	 	 	 
	The Tracy L. Neal Trust A
 Attn: David Thomas, III, Trustee
 8400 East Prentice Avenue,
    Suite 1500
 Greenwood Village, CO 80111	 	 	52,508	 
	 	 	 	 	 
	The Evan D. Malone Trust A
 Attn: David Thomas, III, Trustee
 8400 East Prentice Avenue,
    Suite 1500
 Greenwood Village, CO 80111	 	 	71,637	 
	 	 	 	 	 
	Robert R.  and Deborah J. Bennett
 10900 Hilltop Road
 Parker, CO 80134	 	 	658,392	 
	 	 	 	 	 
	Hilltop Investments, LLC
 10900 Hilltop Road
 Parker, CO 80134	 	 	19,623	 




 




    	 	Schedule 1	 



     


    

 


Schedule 2


 


	Stockholder	 	Lionsgate
 Common
                                         Stock
	 
	The Malone Family Land Preservation Foundation
 12300 Liberty Blvd., 2nd Floor
 Englewood, CO  80112	 	 	250,000	 
	 	 	 	 	 
	The Malone Family Foundation
 12300 Liberty Blvd., 2nd Floor
 Englewood, CO  80112	 	 	306,500	 
	 	 	 	 	 
	The John C. Malone June 2003 Charitable Remainder Unitrust
 12300 Liberty Blvd.,
    2nd Floor
 Englewood, CO  80112	 	 	539,657	 
	 	 	 	 	 
	Malone Starz 2015 Charitable Remainder Unitrust
 12300 Liberty Blvd., 2nd Floor
 Englewood, CO  80112	 	 	3,871,538	 



 




    	 	Schedule 2