STOCK EXCHANGE AGREEMENTStock Exchange Agreement • March 30th, 2015 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
This STOCK EXCHANGE AGREEMENT, dated as of February 10, 2015 (this “Agreement”), is made by and among Lions Gate Entertainment Corp., a British Columbia corporation (“LGF”), LG Leopard Canada LP, a Canadian limited partnership and indirect wholly-owned subsidiary of LGF (“Purchaser”), and the stockholders listed on Schedule 1 (each a “Stockholder” and collectively the “Stockholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 30th, 2015 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
FORM OF IRREVOCABLE PROXYLions Gate Entertainment Corp /Cn/ • March 30th, 2015 • Services-motion picture & video tape production
This proxy (this “Proxy”) is granted in connection with the Stock Exchange Agreement (the “Agreement”), dated as of February 10, 2015, by and between Lions Gate Entertainment Corp., a British Columbia corporation (“LGF”), LG Leopard Canada LP, an Ontario limited partnership and indirect wholly-owned entity of LGF (“Purchaser”), [Proxyholder] (the “Proxyholder”) and the stockholders listed on Schedule 1 thereto. For the purposes of this Proxy, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.
