因此，考虑到本协议中包含的前提和双方的契约
，以及其他良好和有价值的对价，特此确认其收到和充分性，本协议各方，为自己及其继承人和受让人，特此达成如下协议：
1.某些定义。就本协议而言，下列术语的含义如下：
“控制权的变更” means, with respect to any Person (the “Target Person”), (i) any transaction or series
of related transactions (whether by way of merger, share purchase or exchange, consolidation, license, lease, asset sale, disposition, business combination, tender offer, share transfer or similar transaction or otherwise) that results in another
Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) other than by any Person who, prior to such transaction or series of related transactions, is an Affiliate of the Target
Person, acquiring, directly or indirectly, beneficial ownership of a majority of (x) the issued and outstanding securities of the Target Person (or any direct or indirect parent company) or (y) the securities entitled to elect the board of
directors or equivalent governing body of the Target Person (or any direct or indirect parent company) or (ii) any sale, transfer or other disposition, directly or indirectly, to another Person or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of all or more than 50% of the assets (by value), or assets generating more than 50% of the gross revenues or net income, of the Target Person and its
Subsidiaries, taken together as a whole. For the avoidance of doubt, from and after the Closing, a Change of Control with respect to the Studio Entities and their Subsidiaries (taken as a whole) or Studio Business (including a sale or disposition of
all or substantially all of the assets of Studio Entities and their Subsidiaries (taken as a whole) or the Studio Business) shall be deemed a Change of Control of PubCo. For the avoidance of doubt, a Change of Control with respect to PubCo shall
include any merger or consolidation of PubCo with any Person if immediately after the consummation of such merger or consolidation, the holders of 100% of PubCo Common Shares outstanding immediately prior to such merger or consolidation do not hold
or have a right to receive voting securities representing in the aggregate more than 50% of the combined voting power of all of the outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company
is a subsidiary, the ultimate parent company thereof immediately after such merger or consolidation. For the avoidance of doubt, any spin-off, separation, distribution, share purchase or exchange,
consolidation, business combination, license, lease, asset sale, disposition, tender or exchange offer, share transfer, plan of arrangement, merger, amalgamation or similar transaction that results in the then current equity holders of Lions Gate
Entertainment Corp., or its successor (“LGEC”) receiving equity interests in the Issuer or its successor, including by way of a transfer of securities or assets to an entity that will become an independent, separately traded public company
from LGEC and where the equity interests of such public company are held solely (other than for immaterial holdings by other parties) by the then current equity holders of LGEC or the Issuer, in each case, will not constitute a Change of Control or
a Transaction hereunder.
“禁售期” "期"是指自收盘日开始
至（i）股价"期"（包括交易发生）发生之日和（ii）收盘日后五（5）年之日（以最早者为准）结束之期间。
“许可受让人” 卖方应指根据第6（b）节规定，在
禁售期到期前，允许发起人转让期权的任何人士。
“短时间销售
” 卖空交易是指根据1934年证券交易法修订的《证券交易条例》颁布的第200条所定义的所有卖空交易，“”“《交易所法案》”（注），以及所有类型的直接和间接
股票质押、远期销售合同、期权、看跌期权、看涨期权、掉期和类似安排（包括基于总回报的），以及通过非美国经纪商或外国
受监管经纪商的销售和其他交易。
“交易价格” 股价指股票在收盘后开始的连续三十（30）个交易日内任何二十（20）个交易日的每日收盘价（根据股份分割、股份分红、重组、资本重组等因素进行调整）。
H-2
