Exhibit 10.7


 


EXECUTION VERSION


 


AMENDMENT TO


 


VOTING AND STANDSTILL AGREEMENT


 


dated as of


 


June 30, 2016


 


among


 


LIONS GATE ENTERTAINMENT CORP.,


 


LIBERTY GLOBAL INCORPORATED LIMITED,


 


DISCOVERY LIGHTNING INVESTMENTS LTD.,


 


JOHN C. MALONE,


 


MHR FUND MANAGEMENT, LLC,


 


LIBERTY GLOBAL PLC,


 


DISCOVERY COMMUNICATIONS, INC.


 


and


 


the Mammoth Funds (as defined herein)


 




     


     


    

 


VOTING AND STANDSTILL AGREEMENT


 


This AMENDMENT TO VOTING AND STANDSTILL AGREEMENT
(this “Amendment”) dated as of June 30, 2016 among MHR Fund Management, LLC, a Delaware limited liability company
(“Mammoth”), the affiliated funds of Mammoth party hereto (the “Mammoth Funds”), 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”),
John C. Malone (“M”), Lions Gate Entertainment Corp., a corporation organized under the laws of British
Columbia, Canada (subject to Section 1.02(b) thereto, the “Company”), Liberty Global plc, a public limited company
organized under the laws of England and Wales (“Leopard Parent”), and Discovery Communications, Inc., a Delaware
corporation (“Dragon Parent” and, together with Mammoth, Leopard Parent and M, the “Investors”
and each, an “Investor”) (collectively the “Parties”).


 


W I T N E S S E T H :


 


WHEREAS, the Parties entered into a Voting and
Standstill 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, the Company and Orion are entering
into a Stock Exchange Agreement, dated as of June 30, 2016, with the stockholders listed on Schedule 1 thereto (the “2016
Exchange Agreement”), upon the terms and subject to the conditions in force on such date; and


 


WHEREAS, in connection with the Merger Agreement
and the 2016 Exchange 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.  Initial Excess Securities.
The definition of “Initial Excess Securities” is amended to replace the reference to “13.5% of the Total Voting
Power” therein with “the greater of (a) 13.5% of the Total Voting Power and (b) if either the Merger (as defined in
the Merger Agreement) or the Exchange (as defined in the Stock Exchange Agreement, dated as of June 30, 2016, by and among the


 






     


     


    

 


Company, Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and the stockholders
listed on Schedule 1 thereto) occurs, the lesser of (i) 14.2% of the Total Voting Power and (ii) that percentage of the Total Voting
Power that the LDM Investors and their respective Affiliates and any Person that is a member of a group with any such Persons shall
have immediately following the consummation of the Merger or the Exchange, as the case may be”.


 


2.  Standstill.  The
following words shall be added at the end of Section 2.01(a) of the Agreement: “; provided, further, that any LDM
Investor shall be permitted to acquire Parent Non-Voting Stock (as defined in the Merger Agreement) pursuant to the transactions
contemplated by the Merger Agreement, dated as of June 30, 2016 (the “Merger Agreement”), by and among the Company,
Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and Starz, a Delaware
corporation.”


 


3. Definitions.


 


(a)            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).”


 


(b)            The definition of Voting Securities is amended to add
the following words after “Common Shares”:  “entitled to vote in the election of directors of the Company”.


 


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


 


[Signature Pages Follow]


 




    	 	2	 



     


    

 


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.


 


	 	LIBERTY GLOBAL

INCORPORATED LIMITED
	 	 
	 	By:	/s/ Jeremy Evans
	 	 	Name:	Jeremy Evans
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	LIBERTY GLOBAL 

INCORPORATED LIMITED
	 	 
	 	By:	/s/ Jeremy Evans
	 	 	Name:	Jeremy Evans
	 	 	Title:	Authorized Signatory


 


	 	For Notices:
	 	Leopard
	 	Griffin House
	 	161 Hammersmith Road
	 	London W6 8BS
	 	United Kingdom
	 	Attention: General Counsel, Legal 
	 	Department
	 	Fax:  +44 20 8483 6400
	 	E-mail: As Provided Previously
	 	 
	 	with a copy to:
	 	 
	 	Leopard
	 	12300 Liberty Boulevard
	 	Englewood, CO 80112
	 	Attention: General Counsel, Legal
	 	 Department
	 	Facsimile No.: (303) 220-6691
	 	E-mail: As Provided Previously
	 	 
	 	with a copy (which shall not
	 	constitute notice) to:


 


Signature
Page to Amendment to Standstill and Voting Agreement


 




     


     


    

 


	 	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 Standstill and Voting 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 Standstill and Voting Agreement


 




     


     


    

 


	 	/s/ John C. Malone
	 	John C. Malone


 


	 	For Notices:
	 	John C. Malone
	 	12300 Liberty Blvd., 2nd Floor
	 	Englewood, CO 80112
	 	Facsimile No.: (720) 875-5394
	 	Email: As Provided Previously
	 	 
	 	with a copy (which shall not
	 	constitute notice) to:
	 	 
	 	Sherman & Howard L.L.C.
	 	633 17th Street, Suite 3000
	 	Denver, CO  80202
	 	Attention: Steven D. Miller
	 	Facsimile No.: (303) 298-0940
	 	Email: smiller@shermanhoward.com


 


Signature
Page to Amendment to Standstill and Voting 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 Standstill and Voting 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 Standstill and Voting 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 Standstill and Voting Agreement


 






    3


     


    




 


	 	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 Standstill and Voting Agreement


 






    

     

    

 





	 	Lions Gate Entertainment Corp.
	 	 
	 	By:	/s/ Wayne Levin
	 	 	Name:	Wayne Levin




	 	 	Title:	General Counsel and Chief Strategy Officer




 


 


	 	For Notices:
	 	 
	 	Lions Gate Entertainment Corp.

    2700 Colorado Avenue 

    Santa Monica, CA 90404

    Attention: Wayne Levin, General Counsel 

    and Chief Strategic Officer 

    Facsimile No.: (310) 496-1359 

    Email: wlevin@lionsgate.com
	 	 	 	 






 


	 	with a copy (which shall not constitute notice) to:
	 	 
	 	Wachtell, Lipton, Rosen & Katz
	 	51 West 52nd Street
	 	NY, NY 10019
	 	Attention: David E. Shapiro
	 	Facsimile No.: 212-403-2000
	 	Email: DEShapiro@wlrk.com





 





Signature Page to Amendment to Standstill and Voting
Agreement