Common use of Antidilution Adjustment Clause in Contracts

Antidilution Adjustment. 23 FORM OF AMENDED AND RESTATED SHAREHOLDERS AGREEMENT --------------------------------------------------- THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of August 4, 1997 (this "Agreement"), by and among METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ INC., a corporation --------- organized under the laws of the State of Delaware and formerly known as P&F Acquisition Corp. (the "Company"), SEVEN NETWORK LIMITED, a corporation ------- organized under the laws of the Commonwealth of Australia ("Seven"); TRACINDA ----- CORPORATION, a corporation organized under the laws of the State of Nevada ("Tracinda"); METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ STUDIOS INC., a corporation organized under ---------- the laws of the State of Delaware ("MGM Studios") and formerly known as Metro- ----------- ▇▇▇▇▇▇▇-▇▇▇▇▇ Inc.; ▇▇. ▇▇▇▇▇ ▇. Mancuso ("▇▇. ▇▇▇▇▇▇▇"), and the Persons listed ----------- on the signature pages hereto (▇▇. ▇▇▇▇▇▇▇ and each such Person is herein referred to as an "Executive" and together as the "Executives")/1/, amends and --------- ---------- supersedes that certain Shareholders Agreement, dated as of October 10, 1996, by and among MGM Studios, Seven, Tracinda, the Company, ▇▇. ▇▇▇▇▇▇▇ and the other parties thereto (the "Original Shareholders Agreement"). -------------------------------

Antidilution Adjustment. 23 20 FORM OF AMENDED AND RESTATED SHAREHOLDERS INVESTORS -------------------------------------- SHAREHOLDER AGREEMENT --------------------------------------------------- --------------------- THIS AMENDED AND RESTATED SHAREHOLDERS INVESTORS SHAREHOLDER AGREEMENT, dated as of August 4, 1997 (this "Agreement"), by and among METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ INC., a corporation --------- organized under the laws of the State of Delaware and formerly known as P&F Acquisition Corp. (the "Company"), SEVEN NETWORK LIMITED, a corporation ------- organized under the laws of the Commonwealth of Australia ("Seven"); TRACINDA ----- CORPORATION, a corporation organized under the laws of the State of Nevada ("Tracinda"); METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ STUDIOS INC., a corporation organized under ---------- the laws of the State state of Delaware ("MGM Studios") and formerly known as Metro- ----------- P&F Acquisition Corp. ( the "Company"); METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ Inc.; STUDIOS INC., a corporation organized under the laws of the State of Delaware and formerly known as Metro-▇▇. ▇▇▇▇▇-▇▇▇▇▇ Inc. ("MGM Studios"); and ▇▇▇▇▇ ▇. Mancuso ▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇"), amends and supersedes that certain Investors Shareholder Agreement, dated as of October 16, 1996, by and among Seven, the Persons listed ----------- on the signature pages hereto (Company, Tracinda, MGM Studios and ▇▇. ▇▇▇▇▇▇▇ and each such Person is herein referred to as an "Executive" and together as the "Executives")/1/, amends and --------- ---------- supersedes that certain Shareholders Agreement, dated as of October 10, 1996, by and among MGM Studios, Seven, Tracinda, the Company, ▇▇. ▇▇▇▇▇▇▇ and the other parties thereto (the "Original Shareholders Investors Shareholder Agreement"). -------------------------------.

Antidilution Adjustment. 23 FORM OF 18 AMENDED AND RESTATED SHAREHOLDERS INVESTORS ------------------------------ SHAREHOLDER AGREEMENT --------------------------------------------------- --------------------- THIS AMENDED AND RESTATED SHAREHOLDERS INVESTORS SHAREHOLDER AGREEMENT, dated as of August 4, 1997 (this "Agreement"), by and among METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ INC., a corporation --------- organized under the laws of the State of Delaware and formerly known as P&F Acquisition Corp. (the "Company"), SEVEN NETWORK LIMITED, a --------- corporation ------- organized under the laws of the Commonwealth of Australia ("Seven"); ----- TRACINDA ----- CORPORATION, a corporation organized under the laws of the State of Nevada ("Tracinda"); METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ STUDIOS INC., a corporation organized under ---------- the -------- laws of the State state of Delaware ("MGM Studios") and formerly known as Metro- ----------- P&F Acquisition Corp. (the "Company"); METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ Inc.; STUDIOS INC., a corporation organized under the ------- laws of the State of Delaware and formerly known as Metro-▇▇. ▇▇▇▇▇-▇▇▇▇▇ Inc. ("MGM Studios"); and ▇▇▇▇▇ ▇. Mancuso ▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇"), amends and supersedes ------------- ----------- that certain Investors Shareholder Agreement, dated as of October 16, 1996, by and among Seven, the Persons listed ----------- on the signature pages hereto (Company, Tracinda, MGM Studios and ▇▇. ▇▇▇▇▇▇▇ and each such Person is herein referred to as an "Executive" and together as the "Executives")/1/, amends and --------- ---------- supersedes that certain Shareholders Agreement, dated as of October 10, 1996, by and among MGM Studios, Seven, Tracinda, the Company, ▇▇. ▇▇▇▇▇▇▇ and the other parties thereto (the "Original Shareholders Investors Shareholder Agreement"). ------------------------------------------------------------------------

Antidilution Adjustment. 23 FORM OF AMENDED AND RESTATED SHAREHOLDERS AGREEMENT --------------------------------------------------- ------------------------------------------- THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of August 4, 1997 (this "Agreement"), by and among METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ INC., a corporation --------- organized under the laws of the State of Delaware and formerly known as P&F Acquisition Corp. (the "Company"), SEVEN NETWORK LIMITED, a corporation ------- organized under the laws of the Commonwealth of Australia ("Seven"); TRACINDA ----- CORPORATION, a corporation organized under the laws of the State of Nevada ("Tracinda"); METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ STUDIOS INC., a corporation organized under ---------- the laws of the State of Delaware ("MGM Studios") and formerly known as Metro- ----------- ▇▇▇▇▇▇▇-▇▇▇▇▇ Inc.; ▇▇. ▇▇▇▇▇ ▇. Mancuso ("▇▇. ▇▇▇▇▇▇▇"), and the Persons listed ----------- on the signature pages hereto (▇▇. ▇▇▇▇▇▇▇ and each such Person is herein referred to as an "Executive" and together as the "Executives")/1/, amends and --------- ---------- supersedes that certain Shareholders Agreement, dated as of October 10, 1996, by and among MGM Studios, Seven, Tracinda, the Company, ▇▇. ▇▇▇▇▇▇▇ and the other parties thereto (the "Original Shareholders Agreement"). -------------------------------

Antidilution Adjustment. 23 20 FORM OF AMENDED AND RESTATED SHAREHOLDERS INVESTORS -------------------------------------- SHAREHOLDER AGREEMENT --------------------------------------------------- --------------------- THIS AMENDED AND RESTATED SHAREHOLDERS INVESTORS SHAREHOLDER AGREEMENT, dated as of August 4, 1997 (this "Agreement"), by and among METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ INC., a corporation --------- organized under the laws of the State of Delaware and formerly known as P&F Acquisition Corp. (the "Company"), SEVEN NETWORK LIMITED, a --------- corporation ------- organized under the laws of the Commonwealth of Australia ("Seven"); ----- TRACINDA ----- CORPORATION, a corporation organized under the laws of the State of Nevada ("Tracinda"); METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ STUDIOS INC., a corporation organized under ---------- the -------- laws of the State state of Delaware ("MGM Studios") and formerly known as Metro- ----------- P&F Acquisition Corp. ( the "Company"); METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ Inc.; STUDIOS INC., a corporation organized under the ------- laws of the State of Delaware and formerly known as Metro-▇▇. ▇▇▇▇▇-▇▇▇▇▇ Inc. ("MGM Studios"); and ▇▇▇▇▇ ▇. Mancuso ▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇"), amends and supersedes ------------- ----------- that certain Investors Shareholder Agreement, dated as of October 16, 1996, by and among Seven, the Persons listed ----------- on the signature pages hereto (Company, Tracinda, MGM Studios and ▇▇. ▇▇▇▇▇▇▇ and each such Person is herein referred to as an "Executive" and together as the "Executives")/1/, amends and --------- ---------- supersedes that certain Shareholders Agreement, dated as of October 10, 1996, by and among MGM Studios, Seven, Tracinda, the Company, ▇▇. ▇▇▇▇▇▇▇ and the other parties thereto (the "Original Shareholders Investors Shareholder Agreement"). ------------------------------------------------------------------------