因此，考慮到本協議中包含的前提和雙方的契約
，以及其他良好和有價值的對價，特此確認其收到和充分性，本協議各方，為自己及其繼承人和受讓人，特此達成如下協議：
1.某些定義。就本協議而言，下列術語的含義如下：
控制權的變更 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"是指自收盤日開始
至（i）股價"期"（包括交易發生）發生之日和（ii）收盤日後五（5）年之日（以最早者為準）結束之期間。
許可受讓人 賣方應指根據第6（b）節規定，在
禁售期到期前，允許發起人轉讓期權的任何人士。
短時間銷售
賣空交易是指根據1934年證券交易法修訂的《證券交易條例》頒佈的第200條所定義的所有賣空交易，《交易所法案》（注），以及所有類型的直接和間接
股票質押、遠期銷售合同、期權、看跌期權、看漲期權、掉期和類似安排（包括基於總回報的），以及通過非美國經紀商或外國
受監管經紀商的銷售和其他交易。
交易價格 股價指股票在收盤後開始的連續三十（30）個交易日內任何二十（20）個交易日的每日收盤價（根據股份分割、股份分紅、重組、資本重組等因素進行調整）。
H-2
