LIONS GATE ENTERTAINMENT CORP.
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404
Dr. Mark
H. Rachesky
40 West 57 th Street, 24 th Floor
New York, NY 10019
Lions Gate
Entertainment Corp. (the “ Company ” or “
we ”) is pleased to extend this invitation to you to
join our slate of nominees for election to the Company’s
Board of Directors (the “ Board ”) at the 2009
meeting of the Company’s shareholders (the “ Annual
Meeting ”).
For good and
valuable consideration the sufficiency of which is hereby
acknowledged, the Company hereby agrees to include you in its slate
of nominees for election to the Board at our Annual Meeting, and we
will recommend that the Company’s shareholders vote in favor
of your election. We will support you for election in a manner no
less rigorous or favorable than the manner in which the Company
supports all its other nominees. You hereby consent to serve as a
member of the Board if elected at the Annual Meeting.
You agree that you
and your affiliated entities at any time and from time to time
(including, among any others, MHR INSTITUTIONAL PARTNERS IIA LP,
MHR INSTITUTIONAL ADVISORS II LLC, MHR INSTITUTIONAL PARTNERS III
LP, MHR INSTITUTIONAL ADVISORS III LLC and MHR FUND MANAGEMENT LLC)
(the “ MHR Group ”) that own, of record or
beneficially, common shares of the Company (“ Common
Shares ”) as of the record date for the Annual Meeting,
shall vote, or cause to be voted, such shares for all of the
directors nominated by the Company for election at the Annual
Meeting.
The Company hereby
agrees, provided that the MHR Group owns, of record or
beneficially, at least 23,165,278 Common Shares in the aggregate on
the date hereof which, as calculated based on the number of Common
Shares disclosed as outstanding in the Company’s Form 10-K
for the fiscal year ended March 31, 2009 (the “ 2009
Form 10-K ”), represented approximately 19.8% of the
outstanding Common Shares, that it will enter into a registration
rights agreement with the MHR Group by no later than
September 30, 2009, on terms similar to such agreements that
the MHR Group has entered into with other publicly traded companies
(the “ Registration Rights Agreement ”). In
furtherance of the foregoing, and notwithstanding contrary terms of
such agreements that the MHR Group has previously entered into (the
“ MHR Group Agreements ”), the Registration
Rights Agreement shall provide, among other things,
that:
(a) Demand
Registration Rights . The MHR Group shall be entitled to two
(2) demand registrations (whether or not underwritten, with
the managing underwriter, if any, to be chosen by the Company,
which managing underwriter shall be of national standing and
reasonably acceptable to the MHR Group) in the aggregate; provided
that the Company shall only be required to effect one
(1) demand registration by the MHR Group in any 12-month
period. The MHR Group shall have first priority to register and to
sell all of the securities that the MHR Group requested to be
registered and/or sold pursuant to any of its demand rights before
the
Company or any
holder of Common Shares that owns at that time at least 10% of the
then outstanding Common Shares and is party to a registration
rights agreement with the Company (a “ 10% Holder
”) shall be entitled to participate in any such demand
registration or sales pursuant to such demand registration,
provided that the Company or any such 10% Holder may participate
only if such participation would not, in the determination of the
managing underwriter, adversely affect the price or success of the
MHR Group’s demand registration. Furthermore, from the date
that the MHR Group delivers a notice to exercise a demand
registration until the conclusion of such offering (for a total
period of up to 90 days), the Company shall not register any
of its securities for sale for its own account or for the account
of any other person other than as permitted in clause
(b) below.
(b)
Piggyback Registration Rights . If the Company at any time
proposes to register for sale or sells any Common Shares (or
securities convertible into or exchangeable for Common Shares),
pursuant to a registration statement, including in each case
pursuant to any shelf registration statement (including pursuant to
clause (c) below) and including by effecting any underwritten
public offering, for its own account or for the account of any
other person (collectively, an “ Offering ”)
(other than pursuant to business combination transactions, employee
benefit plans and other customary exceptions to be negotiated and
set out in the Registration Rights Agreement, but similar to such
terms in the MHR Group Agreements), the MHR Group shall be entitled
to participate in such Offering; provided that such party who
initiated such Offering shall have first priority to register and
sell all of such securities that such party requested to be sold.
In the event that such Offering is for the account of (i) the
Company, then the MHR Group and any other person entitled to
piggyback registration rights with respect to such registration
statement shall be entitled to participate on a pro rata basis
based on their relative percentage interests in the Company, and
(ii) any other person, then (x) the MHR Group and any
other person entitled to piggyback registration rights with respect
to such registration statement shall be entitled to participate on
a pro rata basis based on their relative percentage interests in
the Company and (y) if the MHR Group and / or another person
exercises piggyback registration rights with respect to such
registration statement, the Company shall be entitled to
participate on a pro rata basis up to the sum of the number of such
securities proposed to be included by (A) the MHR Group and
(B) the other person(s), unless the managing underwriter
determines that inclusion of additional securities by the Company
above such sum of (A) and (B), will not adversely affect the
price or success of such sale by the initiating party, the MHR
Group or any other participating person(s), provided that in all
such cases set out in the foregoing clauses (i) and (ii), such
participation would not, in the determination of the managing
underwriter, adversely affect the price or success of such sale by
the initiating party.
(c) Shelf
Registration Rights . The Company shall file within sixty
(60) days following any request of the MHR Group (a “
Shelf Request ”), and shall use its reasonable efforts
to have declared effective by the Securities and Exchange
Commission (the “ Commission ”) as soon as
practicable, a shelf registration statement relating to the offer
and sale of all registrable securities then held by the MHR Group
(or their respective affiliates and successors) to the public, from
time to time, on a delayed or continuous basis, which registration
statement may be a universal shelf registration statement that may
also relate to the offer and sale of other securities of the
Company (a “ Shelf Registration Statement ”);
provided that if the Company files the Shelf Registration Statement
prior to the execution of the Registration Rights Agreement, the
Company shall include in such Shelf Registration Statement all the
securities held by the MHR Group on the date of such filing and if
on the date of such execution the Shelf Registration Statement is
not effective, the Company shall use its reasonable efforts to have
the Registration Statement declared effective by the Commission as
soon as practicable after such execution. The MHR Group shall be
entitled to exercise subsequent Shelf Requests only if at the time
of such
5
subsequent
Shelf Request, the MHR Group beneficially owns in the aggregate at
least one (1) million additional Common Shares not beneficially
owned by the MHR Group as of the date of the immediately prior
Shelf Request. The Company shall be required to effect an
underwritten public offering (with the managing underwriter to be
chosen by the Company, which managing underwriter shall be of
national standing and reasonably acceptable to the MHR Group)
pursuant to a shelf registration statement if the MHR Group
requests to sell at least 2.3 million Common Shares held by
the MHR Group. If during the 30-day period prior to the date that
the MHR Group initiates an underwritten public offering under any
Shelf Registration Statement, the Company has already initiated,
and is pursuing in good faith at the time the MHR Group makes such
initiation, an underwritten public offering for its own account
(“ Company Offering ”), then in such event, the
MHR Group shall cease its process for an und
|
