AMENDMENT TO VOTING AND STANDSTILL AGREEMENT
This AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (this “Amendment”) dated as of May 13, 2024 among MHR Fund Management, LLC, a Delaware limited liability company (“Mammoth”), the affiliated funds of Mammoth party hereto (the “Mammoth Funds”), Liberty Global Ventures Limited (f/k/a 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 (subject to Section 1.02(b) thereto, “LGEC”), Lionsgate Studios Corp., a corporation organized under the laws of British Columbia, Canada (“Pubco”), Liberty Global Ltd. (f/k/a Liberty Global plc), a Bermuda exempted company limited by shares (“Leopard Parent”), and Warner Bros. Discovery, Inc. (f/k/a Discovery Communications, Inc.), a Delaware corporation (“Dragon Parent” and, together with Mammoth and Leopard Parent, 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, as amended on June 30, 2016 (the “Agreement”; capitalized terms used but not defined herein shall have the meanings set forth in the Agreement); and
WHEREAS, LGEC, Screaming Eagle Acquisition Corp., a Cayman Islands exempted company, SEAC II Corp., a Cayman Islands exempted company and predecessor-in-interest to Pubco, SEAC MergerCo, a Cayman Islands exempted company, 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability company, LG Sirius Holdings ULC, a British Columbia unlimited liability company and LG Orion Holdings ULC, a British Columbia unlimited liability company, entered into a Business Combination Agreement, dated as of December 22, 2023, (the “Business Combination Agreement”, and the transactions contemplated therein, the “Transactions”) upon the terms and subject to the conditions in force on such date; and
WHEREAS, in connection with the Business Combination Agreement and Transactions, 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. Addition of Pubco. Pubco hereby agrees to the provisions of, and joins as a party to, the Agreement as in effect as of the date hereof, mutatis mutandis, and all references to “Company” in the Agreement shall be deemed to refer to each of the Company and Pubco, as applicable. By executing below, Pubco is deemed to have executed the Agreement with the same force and effect as if originally named a party thereto. For the avoidance of doubt, the Parties acknowledge that the provisions of Article 2 (excluding Section 2.01(c)), Section 3.01 and Section 3.04 of the Agreement do not apply to Pubco.
2. Investor Rights Agreement. The Parties hereby agree that all references in the Agreement to the Investor Rights Agreement shall, solely with respect to Pubco, be deemed to refer to the Investor Rights Agreement by and among Pubco, Leopard, Leopard Parent, Dragon, Dragon Parent, Mammoth and the Mammoth Funds, dated as of May 13, 2024 (the “Pubco IRA”), and the reference to Section 4.01(a) of the Investor Rights Agreement in Section 4.04(c) of the Agreement shall not apply with respect to Pubco.
3. Other Amendments.
(a) The definition of “Excess Securities” is hereby amended and restated in its entirety as follows:
“Excess Securities” means such number of Voting Securities representing the amount of Voting Power, if any, by which the Voting Power represented by Voting Securities beneficially owned, in the aggregate, by all LD Investors and their respective Affiliates and any Person that is a member
