Statement of Beneficial Ownership (sc 13d)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Lions Gate Entertainment Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

535919203

(CUSIP Number)

Jonathan E. Levitsky

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

212-909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 10, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 535919203		Page 2 of 11


1.	Name of reporting person Discovery Communications, Inc.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Source of funds WC
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6.	Citizenship or place of organization U.S.A.
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 5,000,000
		9.	Sole dispositive power 0
		10.	Shared dispositive power 5,000,000
11.	Aggregate amount beneficially owned by each reporting person 5,000,000
12.	Check if the aggregate amount in Row (11) excludes certain shares x⁽¹⁾
13.	Percent of class represented by amount in Row (11) 3.36%⁽²⁾
14.	Type of reporting person CO

(1).	See the last paragraph of Item 5 below.

(2).	All percentages are based on information contained in the Issuer’s Form S-3 filed on November 12, 2015, which disclosed that there were 148,620,773 Common Shares of the Issuer outstanding as of November 11, 2015.


CUSIP No. 535919203		Page 3 of 11


1.	Name of reporting person Discovery Lightning Investments Ltd.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Source of funds WC
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6.	Citizenship or place of organization United Kingdom
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 5,000,000
		9.	Sole dispositive power 0
		10.	Shared dispositive power 5,000,000
11.	Aggregate amount beneficially owned by each reporting person 5,000,000
12.	Check if the aggregate amount in Row (11) excludes certain shares x⁽¹⁾
13.	Percent of class represented by amount in Row (11) 3.36%⁽²⁾
14.	Type of reporting person CO

(1).	See the last paragraph of Item 5 below.

(2).	All percentages are based on information contained in the Issuer’s Form S-3 filed on November 12, 2015, which disclosed that there were 148,620,773 Common Shares of the Issuer outstanding as of November 11, 2015.

CONTINUATION PAGES TO SCHEDULE 13D

This Schedule 13D is being filed jointly by Discovery Communications, Inc. (“DCI”) and Discovery Lightning Investments Ltd. (“DLI”) (collectively, the “Reporting Persons”, and each, a “Reporting Person”) to report an acquisition of Common Shares, no par value, of the Issuer (the “Common Shares”).

Item 1

Security and Issuer

Common Shares, no par value.

Lions Gate Entertainment Corp.

250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8

2700 Colorado Avenue, Suite 200, Santa Monica, California 90404.

Item 2

Identity and Background

None of the Reporting Persons has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Information regarding the officers and directors of DCI and DLI is set forth on Annex A hereto.

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is filed as Exhibit 99.1 hereto.

Item 3

Source and Amount of Funds or Other Consideration

DLI, a wholly owned subsidiary of DCI, acquired 5,000,000 Common Shares for an aggregate purchase price of $195,100,000. DLI funded the purchase from cash on hand.

Item 4

Purpose of Transaction

On November 10, 2015, DLI entered into a Share Purchase Agreement (the “Share Purchase Agreement”) by and among certain funds affiliated with MHR Fund Management LLC (“MHR Fund Management”) (such funds, the “Selling Shareholders”), Liberty Global Incorporated Limited, a limited

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company organized under the laws of England and Wales (“Liberty”), and, solely for the limited purpose set forth in the Share Purchase Agreement, Liberty Global plc, a public limited company organized under the laws of England and Wales (“Liberty Parent”), and DCI, pursuant to which DLI agreed to purchase 5,000,000 Common Shares in the aggregate from the Selling Shareholders (collectively, the “Sales”). The Sales were consummated on November 12, 2015.

The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is attached hereto as Exhibit 99.7 and incorporated herein by reference.

The Reporting Persons acquired beneficial ownership of the Common Shares described in this Schedule 13D for investment purposes and in anticipation of a long-term strategic partnership between the Reporting Persons and the Issuer. Pursuant to the terms of the Investor Rights Agreement (as defined and described in Item 6 below) entered into in connection with its acquisition of the Common Shares, DCI has the right to nominate a member of the board of directors of the Issuer (the “Board”). On November 12, 2015, Mr. David M. Zaslav, the President and Chief Executive Officer of DCI, was appointed as a member of the Board, which simultaneously increased in size to 14 directors. The description of the Investor Rights Agreement in Item 6 is incorporated herein by reference.

Consistent with the Reporting Persons’ investment purposes, subject to the terms of the Voting and Standstill Agreement (as defined in Item 6 below), the Reporting Persons may engage in communications with, without limitation, management of the Issuer, one or more members of the Board or other relevant parties, and may make suggestions concerning the Issuer’s operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives, future plans of the Issuer and such other matters as the Reporting Persons may deem relevant to their investment in the shares. The description of the Voting and Standstill Agreement in Item 6 is incorporated herein by reference.

Subject to the terms of the Voting and Standstill Agreement, depending on various factors, including but not limited to the Issuer’s business, prospects, financial position and strategic direction, actions taken by the Board, other investment opportunities available to the Reporting Persons, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may take any actions with respect to their investment in the Issuer as they deem appropriate. The Reporting Persons intend to review their investment continually and evaluate on an ongoing basis various alternatives that are or may become available with respect to the Issuer and its securities. Subject to the terms of the Voting and Standstill Agreement, the Reporting Persons may from time to time acquire additional equity or debt securities or other instruments of the Issuer or dispose of such equity or debt securities or other instruments in any amount that the Reporting Persons may determine in their sole discretion, through open market transactions, privately negotiated transactions or otherwise. The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Subject to the terms of the Voting and Standstill Agreement, any such action may be taken or advocated by the Reporting Persons alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties, and could include one or more purposes, plans or proposals that relate to or would result in any of the transactions, matters or effects enumerated in Items 4(a) through (j) of Schedule 13D. Any actions taken by the Reporting Persons shall at all times be consistent with their obligations under the Voting and Standstill Agreement.

Except as set forth above, the Reporting Persons have no plans or proposals with respect to the Issuer.

Item 5

Interest in Securities of the Issuer

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Shares (including but not limited to footnotes to such information) are incorporated herein by reference.

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The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

DLI holds 5,000,000 Common Shares of the Issuer directly. Because DLI is an indirect wholly-owned subsidiary of DCI, DCI may be deemed to beneficially own the 5,000,000 Common Shares held directly by DLI, and share voting and investment power over such shares.

DLI is required to vote the Common Shares beneficially owned by it in respect of certain matters in accordance with the Voting and Standstill Agreement. See the description of the Voting and Standstill Agreement in Item 6, which is incorporated herein by reference. DLI is also subject to restrictions on the sale of its Common Shares pursuant to the Investor Rights Agreement and the Pledge Agreement (as defined in Item 6). See the description of the Investor Rights Agreement and the Pledge Agreement in Item 6, which is incorporated herein by reference.

The beneficial ownership information set forth above does not include any securities of the Issuer beneficially owned by the Selling Shareholders or their affiliates, including Mark H. Rachesky, M.D., John C. Malone, Liberty Parent or Liberty. As a result of the agreements described in Item 6 below, the Reporting Persons may be deemed to beneficially own and share voting power over the common shares owned by the Selling Shareholders, Liberty and John C. Malone and certain of their affiliates. Based on Amendment Number 20 to Schedule 13D, filed with the SEC on November 13, 2015, by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management, MHR Holdings LLC and Mark H. Rachesky, M.D., various funds affiliated with MHR Fund Management (including the Selling Shareholders) and Mark H. Rachesky, M.D. beneficially own an aggregate of 30,269,229 Common Shares of the Issuer (approximately 20.4% of the total number of Common Shares outstanding). Based on a Schedule 13D filed with the SEC on the date hereof by Mr. Malone, Mr. Malone beneficially owns 4,967,695 Common Shares (approximately 3.3% of the total number of Common Shares outstanding), including (A) 306,500 Common Shares held by the Malone Family Foundation and 250,000 Common Shares held by the Malone Family Land Preservation Foundation, as to which shares Mr. Malone disclaims beneficial ownership and (B) 539,657 Common Shares held by The John C. Malone June 2003 Charitable Remainder Unitrust and 3,871,538 Common Shares held by the Malone Starz 2015 Charitable Remainder Unitrust. Mr. Malone is also a director of DCI and, based on a Form 4 filed by Mr. Malone on November 4, 2015 and May 2, 2015, beneficially owns shares representing approximately 21.5% of its votes. Based on a Schedule 13D filed with the SEC on the date hereof by Liberty and Liberty Parent, Liberty Parent owns an aggregate of 5,000,000 Common Shares of the Issuer. Liberty is a wholly owned subsidiary of Liberty Parent. Mr. John C. Malone is a director and chairman of the board of Liberty Parent. Mr. Malone holds shares representing approximately 25% of the votes of Liberty Parent, based on Liberty Parent’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2015.

(c) On November 12, 2015, DLI consummated the purchase of 5,000,000 Common Shares at a price of $39.02 per share pursuant to the Share Purchase Agreement. See the description of the Share Purchase Agreement in Item 4 above, which is incorporated herein by reference.

On November 12, 2015, DLI entered into the Collar Transaction described in Item 6 under “Collar Transaction”, which is incorporated herein by reference.

(d) DLI is obligated to share with the Bank (as defined in Item 6 below) the economic benefit of any dividends paid during the term of the pledge described in Item 6 below based on a formula that takes into account a theoretical hedging position by the Bank. See Item 6 below.

(e) Not applicable.

Item 6 Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

Investor Rights Agreement.

On November 10, 2015, DCI and DLI entered into an investor rights agreement (the “Investor Rights Agreement”) with the Issuer, Liberty Parent, Liberty, and affiliates of MHR Fund Management. Pursuant to the Investor Rights Agreement, the Issuer has agreed to expand the size of its Board to 14 members and to appoint (a) Michael T. Fries, President and Chief Executive Officer of Liberty Global plc, (b) David M. Zaslav, President and Chief Executive Officer of DCI, and (c) Emily Fine, a Principal of MHR Fund Management, as directors to fill the resulting vacancies, effective as promptly as practicable on or after November 12, 2015, subject to the terms and conditions thereof.

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The Investor Rights Agreement provides that (1) for so long as funds affiliated with MHR Fund Management beneficially own at least 10,000,000 common shares in the aggregate, the Issuer will include three designees of MHR Fund Management (at least one of whom will be an independent director and will be subject to Board approval) on its slate of director nominees for election at each future annual meeting of the Issuer’s shareholders and (2) for so long as funds affiliated with MHR Fund Management beneficially own at least 5,000,000, but less than 10,000,000, common shares in the aggregate, the Issuer will include one designee of MHR Fund Management on its slate of director nominees for election at each future annual meeting of the Issuer’s shareholders. Mark H. Rachesky, M.D., the Chairman of the Board of the Issuer, and Ms. Fine count as designees of MHR Fund Management.

In addition, the Investor Rights Agreement provides that (1) for so long as Liberty Parent and DCI (together with certain of their affiliates) beneficially own at least 10,000,000 common shares in the aggregate, the Issuer will include one designee of Liberty Parent and one designee of DCI on its slate of director nominees for election at each future annual meeting of the Issuer’s shareholders and (2) for so long as Liberty Parent and DCI (together with certain of their affiliates) beneficially own at least 5,000,000, but less than 10,000,000, common shares in the aggregate, the Issuer will include one designee of Liberty Parent and DCI, collectively, on its slate of director nominees for election at each future annual meeting of the Issuer’s shareholders, selected by (a) Liberty Parent, if Liberty Parent individually exceeds such 5,000,000 common share threshold but DCI does not, (b) DCI, if DCI individually exceeds such 5,000,000 common share threshold but Liberty Parent does not and (c) Liberty Parent and DCI, jointly, if neither Liberty Parent nor DCI individually exceeds such 5,000,000 common share threshold. Mr. Zaslav counts as a designee of DCI and Mr. Fries counts as a designee of Liberty Parent.

Under the Investor Rights Agreement, Liberty Parent and DCI (together with certain of their affiliates) have agreed that they will not sell or transfer any of their common shares until November 10, 2016. After November 10, 2016, Liberty Parent and DCI (together with certain of their affiliates) have agreed that if they sell or transfer any of their common shares to a shareholder or group of shareholders that beneficially own 5% or more of the common shares, or that would result in a person or group of persons beneficially owning 5% or more of the common shares, any such transferee would have to agree to the standstill, transfer and voting provisions set forth in the Investor Rights Agreement and the Voting and Standstill Agreement (which is described below), subject to certain exceptions set forth in the Investor Rights Agreement.

In addition, Liberty Parent and DCI have agreed to not solicit or hire any members of the Issuer’s senior management until November 10, 2018, subject to certain exceptions. The Issuer has also agreed to provide Liberty Parent, DCI and MHR Fund Management with certain pre-emptive rights on common shares that the Issuer may issue in the future for cash consideration. Furthermore, the Issuer has agreed that, until November 10, 2020, the Issuer will not adopt a “poison pill” or “shareholder rights plan” that would prevent Liberty Parent, DCI and Mr. Malone (together with certain of their affiliates) from beneficially owning at least 18.5% of the outstanding voting power in the aggregate.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Voting and Standstill Agreement.

On November 10, 2015, DCI and DLI entered into a voting and standstill agreement with the Issuer, Liberty Parent, Liberty, Mr. Malone and certain affiliates of MHR Fund Management (the “Voting and Standstill Agreement”). Under the Voting and Standstill Agreement, Liberty, DLI and Mr. Malone have agreed that, until November 10, 2020 (the “Standstill Period”), they (together with certain of their affiliates) will not beneficially own more than 18.5% of the Issuer’s outstanding voting power in the aggregate.

During the Standstill Period, Liberty Parent, DCI and Mr. Malone have each agreed to vote, in any vote of the Issuer’s shareholders, all of the common shares beneficially owned by them (together with certain of their affiliates) in the aggregate in excess of 13.5% of the Issuer’s outstanding voting power in the aggregate in the same proportion as the votes cast by shareholders other than Liberty Parent, DCI and Mr. Malone (together with certain of their affiliates). After the expiration of the Standstill Period, Liberty

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Parent, DCI and Mr. Malone have agreed to vote, in any vote of the Issuer’s shareholders on a merger, amalgamation, plan of arrangement, consolidation, business combination, third party tender offer, asset sale or other similar transaction involving the Issuer or any of the Issuer’s subsidiaries (and any proposal relating to the issuance of capital, increase in the authorized capital or amendment to any constitutional documents in connection with any of the foregoing), all of the common shares beneficially owned by them (together with certain of their affiliates) in excess of 18.5% of the Issuer’s outstanding voting power in the aggregate in the same proportion as the votes cast by shareholders other than Liberty Parent, DCI and Mr. Malone (together with certain of their affiliates). Although the Common Shares beneficially owned by each of DLI, Liberty and Mr. Malone will be aggregated for purposes of determining compliance with such ownership restrictions, the Reporting Persons do not have any agreement with Liberty or Mr. Malone regarding such limitation.

In addition, each of Liberty Parent, DCI, Mr. Malone and MHR Fund Management (together with certain of their affiliates) has agreed that as long as any of them have the right to nominate at least one representative to the Issuer’s Board, each of them will vote all of the Issuer’s common shares owned by them (together with certain of their affiliates) in favor of each of the other’s respective director nominees, subject to certain exceptions set forth in the Voting and Standstill Agreement. Furthermore, each of Liberty Parent, DCI, Mr. Malone and MHR Fund Management (together with certain of their affiliates) has agreed that, through the first anniversary of the Issuer’s 2016 Annual Meeting of Shareholders, each of them will take any and all action necessary to propose and support the continued appointment of Dr. Rachesky as Chairman of the Board and in favor of the other director nominees recommended by the Board.

Under the Voting and Standstill Agreement, Liberty Parent, DCI and Mr. Malone (together with certain of their affiliates) have also agreed that if they sell or transfer any of their common shares to a shareholder or group of shareholders that beneficially own 5% or more of our common shares, or that would result in a person or group of persons beneficially owning 5% or more of our common shares, any such transferee would have to agree to the standstill, transfer and voting provisions set forth in the Investor Rights Agreement and the Voting and Standstill Agreement.

The Voting and Standstill Agreement also includes certain other standstill restrictions on Liberty Parent, DCI and Mr. Malone that will be in effect during the Standstill Period.

The foregoing description of the Voting and Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Standstill Agreement, which is attached hereto as Exhibit 99.4 and incorporated herein by reference.

Registration Rights Agreements.

On November 10, 2015, DLI entered into a registration rights agreements with the Issuer, which provides DLI (together with certain of their affiliates) with certain registration rights, subject to the terms and conditions set forth therein. Among other things, DLI will be entitled to two demand registration rights to request that the Issuer register all or a portion of its common shares. In addition, in the event that the Issuer proposes to register any of the Issuer’s equity securities or securities convertible into or exchangeable for the Issuer’s equity securities, either for the Issuer’s own account or for the account of other security holders, DLI will be entitled to certain “piggyback” registration rights allowing them to include their shares in such registration, subject to customary limitations. As a result, whenever the Issuer proposes to file a registration statement under the Securities Act, other than with respect to a registration statement on Forms S-4 or S-8 or certain other exceptions, DLI will be entitled to notice of the registration and have the right, subject to certain limitations, to include their shares in the registration.

The registration rights described above will terminate on the first anniversary of the date that the DLI (together with certain of its affiliates) both (i) beneficially owns less than 2,971,601 common shares, subject to equitable adjustment (which amount, for the avoidance of doubt, represents approximately 2% of the Issuer’s common shares outstanding), and (ii) ceases to have a designated representative on the Board.

Liberty has entered into a similar registration rights agreement with the Issuer.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached hereto as Exhibit 99.4 and incorporated herein by reference.

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Collar Transaction.

On November 12, 2015, DLI entered into the Collar Transaction (the “Collar Transaction”) with Bank of America, N.A. (the “Bank”), pursuant to which DLI wrote covered call options and purchased put options over an aggregate of 2,500,000 Common Shares. The Collar Transaction is divided into three individual tranches (each a “Tranche”) with each Tranche divided into 25 individual components (each a “Component”); the expiration dates of the options included in the Components constituting Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; the expiration dates of the options included in the Components constituting Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the expiration dates of the Components constituting Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. Each Component relates to 33,334 Common Shares (or, in the case of the options included in the Components having the final expiration date for each Tranche, 33,317 Common Shares in the case of Tranche 1 and Tranche 2 and 33,318 Common Shares in the case of Tranche 3). On the relevant expiration date for each Component:

a. the call option will automatically be exercised if the volume weighted average trading price of the Common Shares on such date (the “Reference Price”) is greater than $52.677 (the “Call Strike Price”);

b. the put option will automatically be exercised if the Reference price is less than $33.167 (the “Put Strike Price”); and

c. the call right and the put right will expire unexercised if the Reference Price is equal to or greater than the Put Strike Price but less than or equal to the Call Strike Price.

The options will be settled in cash unless DLI elects physical settlement. In exchange for the Bank’s entering into the Transaction, DLI paid the Bank a premium of $ 3,599,595.00 and pledged 2,500,000 Common Shares of the Issuer (the “Pledged Shares”) to the Bank to secure its obligations under the Collar Transaction. In most circumstances, DLI retained voting rights in the Pledged Shares during the term of the pledge, but DLI is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank.

DLI has been advised that the Bank established its initial hedging short position in relation to the Collar Transaction (as well as in relation to a concurrent prepaid variable forward transaction with respect to shares held by Liberty in an underwritten public offering of borrowed Common Shares through J.P. Morgan Securities LLC (the “Underwriter”). In connection with that underwritten offering, DLI became a party to the underwriting agreement (the “Underwriting Agreement”) dated as of November 12, 2015 among the Issuer, the Bank, the Underwriter and Liberty. Under the terms of the Underwriting Agreement, DLI agreed not to sell or otherwise transfer any Common Shares, subject to exceptions, for 90 days after November 12, 2015, without the prior written consent of the Underwriter.

The foregoing description of the Collar Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Pledge Agreement, the Collar Confirmation and the Underwriting Agreement, which are filed as Exhibits 99.5, 99.6 and 99.8 hereto, and incorporated herein by reference.

Item 7

Material to be Filed as an Exhibit.


Exhibit		Description

99.1		Joint Filing Agreement, dated as of November 20, 2015, by and between Discovery Communications, Inc. and Discovery Lightning Investments Ltd.

99.2		Voting and Standstill Agreement, dated as of November 10, 2015, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery Communications, Inc., Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd., John C.

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		Malone and affiliates of MHR Fund Management, LLC (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (file number 1-14880) of the Issuer filed with the Securities and Exchange Commission on November 10, 2015).

99.3		Investor Rights Agreement, dated as of November 10, 2015, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery Communications, Inc., Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd. and affiliates of MHR Fund Management, LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (file number 1-14880) of the Issuer filed with the Securities and Exchange Commission on November 10, 2015).

99.4		Registration Rights Agreement, dated as of November 10, 2015, by and among Lions Gate Entertainment Corp. and Discovery Lightning Investments Ltd (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K (file number 1-14880) of the Issuer filed with the Securities and Exchange Commission on November 10, 2015).

99.5		Pledge Agreement, dated as of November 12, 2015, by and between Discovery Lightning Investments Ltd. and Bank of America, N.A.

99.6		Collar Confirmation, dated as of November 12, 2015, by and between Discovery Lightning Investments Ltd. and Bank of America, N.A.

99.7		Share Purchase Agreement, dated as of November 10, 2015, by and among Discovery Lightning Investments Ltd, each of the Selling Stockholders, Liberty Global Incorporated Limited and, solely for the limited purpose set forth in the Share Purchase Agreement and Liberty Global plc, Discovery Communications, Inc. (incorporated herein by reference to Exhibit 99.1 to Amendment Number 20 to Schedule 13D, filed by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and Mark H. Rachesky, M.D. with the Securities and Exchange Commission on November 13, 2015).

99.8		Underwriting Agreement, dated as of November 12, 2015, by and among Lions Gate Entertainment Corp., Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd., Bank of America, N.A. and the underwriters party thereto (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K (file number 1-14880) of the Issuer filed with the Securities and Exchange Commission on November 13, 2015).

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Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: November 20, 2015


DISCOVERY COMMUNICATIONS, INC.

By:	/s/ David M. Zaslav
	Name:	David M. Zaslav
	Title:	President and Chief Executive Officer

DISCOVERY LIGHTNING INVESTMENTS LTD.

By:	/s/ Roanne Weekes
	Name:	Roanne Weekes
	Title:	Director

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Annex A

Directors and Executive Officers of Discovery Communications, Inc.


Name	Address of Business/Principal Office	Principal Business/Occupation	Citizenship

David M. Zaslav	One Discovery Place Silver Spring, Maryland 20910	Director, President and Chief Executive Officer	U.S.A

Andrew Warren	One Discovery Place Silver Spring, Maryland 20910	Senior Executive Vice President and Chief Financial Officer	U.S.A

Kurt T. Wehner	One Discovery Place Silver Spring, Maryland 20910	Executive Vice President and Chief Accounting Officer	U.S.A

Jean-Briac Perrette Born	One Discovery Place Silver Spring, Maryland 20910	President, Discovery Networks International	U.S.A/France

Adria Alpert Romm	One Discovery Place Silver Spring, Maryland 20910	Chief Human Resources & Global Diversity Officer	U.S.A

Bruce L. Campbell	One Discovery Place Silver Spring, Maryland 20910	Chief Development, Distribution & Legal Officer	U.S.A

Paul Guagliardo	One Discovery Place Silver Spring, Maryland 20910	Chief Commercial Officer	U.S.A

David C. Leavy	One Discovery Place Silver Spring, Maryland 20910	Chief Communications Officer & Senior Executive Vice President, Corporate Marketing and business Operations	U.S.A

S. Decker Anstrom	One Discovery Place Silver Spring, Maryland 20910	Director	U.S.A

Robert R. Beck	One Discovery Place Silver Spring, Maryland 20910	Director; Independent Financial Consultant	U.S.A

Robert R. Bennett	One Discovery Place Silver Spring, Maryland 20910	Director; Managing Director of Hilltop Investments	U.S.A



Paul A. Gould	One Discovery Place Silver Spring, Maryland 20910	Director; Managing Director, Allen & Company, LLC	U.S.A

John C. Malone	One Discovery Place Silver Spring, Maryland 20910	Director; Chairman of Liberty Media Company, Liberty Interactive Corporation, Liberty Global, Inc. and Liberty TripAdvisor Holdings, Inc.	U.S.A

Robert J. Miron	One Discovery Place Silver Spring, Maryland 20910	Director and Chairman	U.S.A

Steven A. Miron	One Discovery Place Silver Spring, Maryland 20910	Director; CEO of BrightHouse Networks and Advance/Newhouse Communications	U.S.A

M. LaVoy Robison	One Discovery Place Silver Spring, Maryland 20910	Director; Director, The Anschutz Foundation	U.S.A

J. David Wargo	One Discovery Place Silver Spring, Maryland 20910	Director; President, Wargo & Company, Inc.	U.S.A

Directors and Executive Officers of Discovery Lightning Investments Ltd.


Name	Address of Business/Principal Office	Principal Business/Occupation	Citizenship

Dominic Coles	566 Chiswick High Road, Discovery House, Chiswick Park Building 2, London, United Kingdom W4 5YB	Director and Officer; Senior Vice President, Chief Financial Officer and Chief Operating Officer, DCI, Northern Europe	U.K.

Nicolas Bonard	566 Chiswick High Road, Discovery House, Chiswick Park Building 2, London, United Kingdom W4 5YB	Director and Officer; Senior Vice President, Discovery Global Enterprises	Switzerland

Roanne Weeke	566 Chiswick High Road, Discovery House, Chiswick Park Building 2, London, United Kingdom W4 5YB	Director and Officer; Senior Vice President, DNI Controller	Australia

Other than Mr. Malone (whose beneficial ownership is disclosed in item 5), to the knowledge of DCI and DLI, none of the foregoing directors or executive officers of DCI or DLI beneficially own any Issuer

Common Shares. None of the directors or executive officers of DCI or DLI has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.

Date: November 20, 2015


DISCOVERY COMMUNICATIONS, INC.

By:	/s/ David M. Zaslav
	Name:	David M. Zaslav
	Title:	President and Chief Executive Officer

DISCOVERY LIGHTNING INVESTMENTS LTD.

By:	/s/ Roanne Weekes
	Name:	Roanne Weekes
	Title:	Director

Exhibit 99.5

EXECUTION VERSION

PLEDGE AGREEMENT

COLLAR TRANSACTION

THIS PLEDGE AGREEMENT (this “Pledge Agreement”) is entered into as of November 12, 2015, between Discovery Lightning Investments Limited, a limited company incorporated in England and Wales (“Pledgor”), and Bank of America, N.A. (“Secured Party”).

WHEREAS, Pledgor and Secured Party have entered into (i) a collar transaction, as evidenced by a confirmation dated the date hereof (the “Collar Confirmation”) which supplements, forms a part of, and is subject to an agreement in the form of the ISDA 2002 Master Agreement (the “Master Agreement”) between Pledgor and Secured Party as if the parties had executed an agreement in such form, without any Schedule thereto, but containing all elections, modifications and amendments thereto made in such Collar Confirmation (the Collar Confirmation, the Master Agreement, and any other agreement entered into between the parties that provides that the Pledgor’s obligations thereunder are secured under this Pledge Agreement, as amended, modified or supplemented from time to time, collectively, the “Collar Transaction Documents”) with respect to the common shares, without par value (the “Shares”) of Lions Gate Entertainment Corp. (the “Issuer”); and

WHEREAS, Pledgor and Secured Party are entering into this Pledge Agreement in order to secure Pledgor’s obligations under the Collar Transaction Documents;

NOW, THEREFORE, in consideration of their mutual covenants contained herein and to secure the full and punctual observance and performance by Pledgor of all Secured Obligations (as defined herein), the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows:

Section 1. Definitions. Capitalized terms used herein and not defined herein have the meaning set forth or incorporated in the Collar Transaction Documents. As used herein, the following words and phrases shall have the following meanings:

“Additions and Substitutions” has the meaning provided in Section 2(a) of this Pledge Agreement.

“Affected Component” has the meaning provided in Section 5(f)(ii) of this Pledge Agreement.

“Authorized Officer” of Pledgor means any officer, managing member or general partner (or any officer thereof), as applicable, as to whom Pledgor shall have delivered notice to Secured Party that such managing member, general partner or officer is authorized to act hereunder on behalf of Pledgor.

“Bankruptcy Code” means the United States Bankruptcy Code, Title 11 of the United States Code, as amended.

“Base Number” means, with respect to a Component (as defined in the Collar Confirmation), the Number of Shares (as defined in the Collar Confirmation) for such Component.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to close under the laws of, or are in fact closed, in New York.

“Cash” means U.S. Dollars.

“Collar Confirmation” has the meaning provided in the recitals to this Pledge Agreement.

“Collar Transaction Documents” has the meaning provided in the recitals to this Pledge Agreement.

“Collateral” has the meaning provided in Section 2(a) of this Pledge Agreement.

“Collateral Account” means the account in the name of Pledgor established and maintained at the Custodian with account number 602976.1.

“Collateral Event of Default” means, at any time, the occurrence of either of the following: (A) failure of the Collateral to include Shares at least equal in number to the aggregate Base Numbers for all Components outstanding at such time; or (B) failure at any time of the Security Interests (other than as a result of action or omission of Secured Party or any Person with a claim against Secured Party or Custodian) to constitute valid and perfected security interests in all of the Collateral, subject to no prior or equal Lien in favor of any Person other than Secured Party or Custodian or any person claiming by or through Secured Party or Custodian, or assertion of such by Pledgor in writing. For the avoidance of doubt, the Collateral shall include Shares rehypothecated pursuant to Section 5(f) of this Pledge Agreement.

“Control” means “control” as defined in Section 8-106 and Section 9-106 of the UCC.

“Custodian” means Bank of America, N.A. and its successors.

“Default Event” means (i) any Collateral Event of Default, (ii) any Event of Default (as defined in the Collar Transaction Documents) with respect to Pledgor for which an Early Termination Date (as defined in the Collar Transaction Documents) has occurred or been designated or (iii) any Termination Event (as defined in the Collar Transaction Documents) as to which Pledgor is the sole Affected Party (as defined in the Collar Transaction Documents) and for which an Early Termination Date (as defined in the Collar Transaction Documents) has occurred or been designated; provided, however, that Secured Party shall, with respect to any event described in clause (ii) or (iii) above, provide written notice to Pledgor not less than one Business Day prior to the designation of an Early Termination Date.

“Initial Shares” means a number of Shares equal to the aggregate Number of Shares for all Components as of the Trade Date.

“Investor Rights Agreement” means the Investor Rights Agreement, dated November 10, 2015, among MHR Fund Management, LLC, Pledgor, Liberty Global Incorporated Limited, Lions Gate Entertainment Corp., Liberty Global plc, Discovery Communications, Inc. and the Mammoth Funds (as defined therein).

“Investor Rights Agreement Restriction” means the restriction under Section 4.01 of the Investor Rights Agreement, as such provision is in effect on the date hereof.

“Issuer” has the meaning provided in the recitals to this Pledge Agreement. The term “Issuer” shall also include the issuer of or obligor on any shares or other securities or property that holders of the shares of Lions Gate Entertainment Corp. or any successors thereto receive as a result of a spin-off, recapitalization, merger, consolidation or other corporate action of Lions Gate Entertainment Corp or any successor.

“Lien” means any lien, mortgage, security interest, pledge, charge or encumbrance of any kind.

“Master Agreement” has the meaning provided in the recitals to this Pledge Agreement.

“Permitted Lien” means (i) any tax Lien in respect of any amount that is either not yet due or being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and with respect to which the Pledgor has set aside adequate reserves, (ii) any inchoate (i.e., pre-docketed) tax Lien arising under Section 6321 of the U.S. Internal Revenue Code of 1986, as amended, in respect of an amount that is being (or is expected, in the ordinary course of Pledgor’s business, to be) contested in good faith by appropriate proceedings promptly instituted and diligently conducted and with respect to which the Pledgor has set aside (or expects, in the ordinary course of Pledgor’s business, to set aside) adequate reserves, (iii) any other Lien arising by operation of law, (iv) Liens in favor of Secured Party or any person claiming by or through Secured Party or (v) Liens in favor of Custodian or any person claiming by or through Custodian.

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Pledged Items” means, as of any date, any and all securities (or security entitlements in respect thereof) and instruments, cash, financial assets or other property delivered by Pledgor or otherwise received by or on behalf of Secured Party to be held by or on behalf of Secured Party under this Pledge Agreement as Collateral hereunder, including without limitation the Initial Shares delivered pursuant to Section 5.

“Pledgor” has the meaning provided in the introductory paragraph of this Pledge Agreement.

“Secured Obligations” means, at any time, any and all obligations, covenants and agreements of any kind whatsoever of Pledgor to Secured Party under (i) the Collar Transaction Documents and (ii) this Pledge Agreement, whether with respect to the payment of money, delivery of securities or other instruments or property or otherwise, whether now in existence or hereafter arising.

“Secured Party” has the meaning provided in the introductory paragraph of this Pledge Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Law Transfer Restrictions” means, with respect to the Shares, any Transfer Restriction under the Securities Act due to Pledgor being an “affiliate” (within the meaning of Rule 144 under the Securities Act) of the Issuer or the relevant securities constituting “restricted securities” (within the meaning of Rule 144 under the Securities Act) but only to the extent Secured Party has not completed its sale of a number of Shares equal to the Number of Shares (as defined in the Collar Transaction Documents) pursuant to the registration statement in accordance with the Underwriting Agreement (as defined in the Collar Transaction Documents).

“Security Interests” means the security interests in the Collateral created hereby.

“Shares” has the meaning provided in the recitals to this Pledge Agreement. The term “Shares” shall also include any security entitlements in respect thereof and any securities or other property that constitutes Shares under the Collar Transaction Documents.

“Transfer Restriction” means, with respect to any property or item of Collateral (including, in the case of securities, security entitlements in respect thereof), any condition to or restriction on the ability

of the holder thereof to sell, assign or otherwise transfer such property or item of Collateral, including, without limitation, (i) any requirement that any pledge, sale, assignment, transfer or exercise or enforcement of, or with respect to, such property or item of Collateral be consented to or approved by any Person, including, without limitation, the issuer thereof or any other obligor thereon, (ii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such property or item of Collateral, (iii) any requirement of the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any Person to the issuer of, any other obligor on or any registrar or transfer agent for, such property or item of Collateral, prior to the sale, pledge, assignment or other transfer or exercise or enforcement of, or with respect to, such property or item of Collateral, (iv) any registration or qualification requirement or prospectus delivery requirement for such property or item of Collateral pursuant to any applicable federal, state or foreign securities law (including, without limitation, any such requirement arising under the Securities Act), and (v) any legend or other notification appearing on any certificate representing such property or item of Collateral to the effect that any such condition or restriction exists; provided, however, that each of the following shall not constitute a “Transfer Restriction” (collectively, “Excluded Transfer Restrictions”): (i) the required delivery of any assignment, stock power, instruction or entitlement order from the seller, pledgor, assignor or transferor of a security or other item of Collateral, together with any evidence of the authority of the Person executing or delivering such assignment, stock power, instruction or entitlement order and (ii) the fact that the Secured Party may use Shares delivered in connection with physical settlement under the Collar Confirmation only to close out open borrowings created in the course of Secured Party’s or its affiliates’ hedging activities related to its exposure under the Collar Confirmation.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Used Shares” has the meaning provided in Section 5(f)(i) of this Pledge Agreement.

“Voting Agreement” means the Voting and Standstill Agreement, dated November 10, 2015, among Lions Gate Entertainment Corp., Pledgor, Liberty Global Incorporated Limited, John C. Malone, MHR Fund Management, LLC, Liberty Global PLC, Discovery Communications, Inc. and the Mammoth Funds (as defined therein).

“Voting Agreement Restriction” means the restrictions under Section 4.01 of the Voting Agreement, as such provision is in effect on the date hereof.

Section 2. The Security Interests. In order to secure the full and punctual observance and performance by Pledgor of all Secured Obligations:

(a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, a first priority security interest in and to, and a lien upon, and right of set-off against, and transfers to Secured Party for security, with power of sale, all of Pledgor’s right, title and interest in and to (i) the Pledged Items; (ii) all additions to and substitutions, including without limitation any additional or substitute shares of any capital stock of any class, issued by Issuer in respect of any Shares constituting Collateral (such additions and substitutions, “Additions and Substitutions”); (iii) the Collateral Account and all cash, instruments, securities and other financial assets (including security entitlements) (each as defined in Section 8-102 or Section 9-102 of the UCC, as applicable), including the Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; (iv) all interest, income, proceeds, distributions and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, with respect to Pledgor) from or in connection with any of the foregoing (including, without limitation, any shares of capital stock issued by

any issuer in respect of any Shares or other securities constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Shares or other securities constituting Collateral, or into which any such Shares or other securities are converted, in connection with any merger or similar event or otherwise, and any security entitlements in respect of any of the foregoing) and (v) all powers and rights now owned or hereafter acquired under or with respect to the Pledged Items or the Additions and Substitutions (clauses (i) through (v) being herein collectively called the “Collateral”). Secured Party shall have all of the rights, remedies and recourse with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Pledge Agreement.

(b) On or prior to the date hereof, Pledgor shall deliver to Secured Party in the manner described in Section 5(a)(ii) in pledge hereunder Collateral consisting of the Initial Shares.

(c) In the event that the Issuer at any time issues to Pledgor in respect of any Shares constituting Collateral hereunder any Additions or Substitutions, Pledgor shall immediately deliver to Secured Party in accordance with Section 5(a) all Additions and Substitutions as additional Collateral hereunder.

(d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection with the Secured Obligations.

(e) The parties hereto expressly agree that (i) all rights, assets and property at any time held in or credited to the Collateral Account other than Cash or other monies shall be treated as financial assets (as defined in Section 8-102 of the UCC) and (ii) until all Secured Obligations are satisfied in full, the Custodian will act only on entitlement orders (as defined in Section 8-102 of the UCC) or other instructions of Secured Party (without further consent of Pledgor).

Section 3. Representations and Warranties of Pledgor. Pledgor hereby represents, warrants and covenants to Secured Party on the date hereof, on the Trade Date and on each date on which Pledgor delivers or Secured Party otherwise receives Collateral that:

(a) Pledgor (i) owns and, at all times prior to the release of the Collateral pursuant to the terms of this Pledge Agreement, will own the Collateral free and clear of any Liens (other than the Security Interests and Permitted Liens) or Transfer Restrictions (other than any Securities Law Transfer Restrictions or the Voting Agreement Restriction or Investor Rights Agreement Restriction) and (ii) is not and will not become a party to or otherwise be bound by any agreement, other than this Pledge Agreement, the Account Control Agreement, and the Custodial Services Agreement that (x) restricts in any manner the rights, except as otherwise provided herein or therein or in the Voting Agreement or the Investor Rights Agreement, of any present or future owner (other than any future owner described in clause (y)) of the Collateral in respect thereof, (y) restricts in any manner (1) the rights of Secured Party to the extent Secured Party becomes the owner of any Collateral pursuant to the terms of the Collar Transaction Documents or this Pledge Agreement, (2) the rights of any other Person to whom Secured Party transfers or causes the transfer of any Collateral pursuant to the terms of the Collar Transaction Documents or this Pledge Agreement, or (3) the rights of any subsequent transferee of any of the foregoing, or (z) provides any Person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) with Control with respect to any Collateral. There are no restrictive legends on the certificate or certificates evidencing the Shares constituting Collateral.

(b) This Pledge Agreement has been duly executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

(c)

(i)

(A) The transactions contemplated by the Collar Transaction Documents and this Pledge Agreement is a “Hedging Transaction” (as defined in the Voting Agreement) in respect of Shares and (B) assuming Secured Party is a “Financial Institution” (as defined in the Voting Agreement), (x) Secured Party is a “Hedging Counterparty” (as defined in the Voting Agreement) in connection with such Hedging Transaction, and (y) neither the entry into or performance of the Collar Transaction Documents and this Pledge Agreement nor any (a) payment or settlement, (b) granting of any lien, pledge, security interest or other encumbrance in or on the Shares to Secured Party, (c) rehypothecation of any Shares by Secured Party, or (d) transfer to, by or at the request of Secured Party in connection with an exercise of remedies by Secured Party, in each case pursuant to the Collar Transaction Documents and this Pledge Agreement, shall constitute a “Transfer” within the meaning of the Voting Agreement.

(ii)

(A) The transactions contemplated by the Collar Transaction Documents and this Pledge Agreement is a “Hedging Transaction” (as defined in the Investor Rights Agreement) in respect of Shares and (B) assuming Secured Party is a “Financial Institution” (as defined in the Investor Rights Agreement), (x) Secured Party is a “Hedging Counterparty” (as defined in the Investor Rights Agreement) in connection with such Hedging Transaction, and (y) neither the entry into or performance of the Collar Transaction Documents and this Pledge Agreement nor any (a) payment or settlement (including, following the first anniversary of the date of the Investor Rights Agreement, physical settlement), (b) granting of any lien, pledge, security interest or other encumbrance in or on the Shares to Secured Party, (c) rehypothecation of any Shares by Secured Party, or (d) transfer to, by or at the request of Secured Party in connection with an exercise of remedies by Secured Party, in each case pursuant to the Collar Transaction Documents and this Pledge Agreement, shall constitute a “Transfer” within the meaning of the Investor Rights Agreement.

(d) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a Lien, security interest or other encumbrance of any kind on such Collateral.

(e) None of Pledgor’s execution, delivery or performance of this Pledge Agreement, the Collar Transaction Documents, or Secured Party’s exercise of any of its rights and remedies with respect to this Pledge Agreement or the Collar Transaction Documents, (i) will violate or conflict with the terms of Pledgor’s organizational documents, (ii) will in any material respect violate or conflict with any agreement made by or applicable to Pledgor or (iii) will in any material respect violate or conflict with any law, rule, provision, policy or order applicable to Pledgor or the Collateral (subject to compliance with any applicable federal or state securities or “blue sky” laws in connection with any disposition of Collateral pursuant to the exercise of default remedies).

(f) Any securities at any time pledged hereunder (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof, the District of Columbia or Canada and (i) certificated (and the certificate or certificates in respect of such Collateral are and will be located in the United States) and (A) registered in the name of Pledgor, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance reasonably satisfactory to the Custodian and Secured Party, or (B) held through a securities intermediary whose jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Custodian or held through a securities intermediary whose jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided, that this representation shall not be deemed to be breached if, at any time, any such securities are issued by an issuer that is not organized under the laws of Canada or the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected Security Interest in such Collateral, in respect of which Secured Party will have Control, subject to no prior Lien other than Permitted Liens. The parties hereto agree to negotiate in good faith any such procedures or amendments.

(g) Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC), (A) the delivery of certificates evidencing any such investment property consisting of certificated Shares or other securities registered in the name of Pledgor to Secured Party in accordance with Section 5(a)(i), or the delivery of any such investment property consisting of uncertificated Shares or other securities in accordance with Section 5(a)(ii) or 5(a)(iii), as applicable, and (B) in each case, the crediting of such investment property to the Collateral Account, (ii) in the case of Collateral not consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or Cash, the filing of a UCC-1 financing statement with an appropriate filing office, or (iii) in the case of Cash, the crediting of such Cash to the Collateral Account in accordance with Section 5(b), Secured Party will have, in each case, a valid and perfected Security Interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral consisting of investment property) Control, subject to no prior Lien other than Permitted Liens.

(h) No recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Pledge Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the Security Interests.

(i) Pledgor has not performed and will not perform any acts, other than those expressly permitted by the Collar Transaction Documents, that might prevent Secured Party from enforcing any of the terms of this Pledge Agreement or that might limit Secured Party in any such enforcement.

(j) There is not pending or, to Pledgor’s knowledge, threatened against Pledgor, any action, suit or proceeding before any court, tribunal, governmental body, agency or official or any arbitrator that could be reasonably expected to affect the legality, validity or enforceability against Pledgor of this Pledge Agreement or Pledgor’s ability to perform Pledgor’s obligations under this Pledge Agreement.

(k) Pledgor is a limited liability company organized solely under the laws of the England and Wales.

(l) No local filing is required to perfect any Security Interest in the Collateral.

Section 4. Certain Covenants of Pledgor. Pledgor agrees that, so long as any Secured Obligation remains outstanding:

(a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur.

(b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, undated stock or bond powers or other instruments of transfer, agreement or other papers that may in Secured Party’s reasonable discretion as notified to Pledgor be necessary or desirable in order (i) to create, preserve, or perfect any Security Interest granted pursuant hereto, (ii) to create or maintain Control with respect to any such Security Interests in the Collateral or any part thereof or (iii) to enable Secured Party to exercise and enforce its rights hereunder with respect to such Security Interest. To the extent permitted by applicable law, Pledgor hereby authorizes Secured Party to execute and file, in the name of Pledgor as debtor, UCC financing or continuation statements that Secured Party in its sole discretion may deem necessary or desirable to further perfect, or maintain the perfection of, the Security Interests.

(c) Pledgor shall warrant and defend Pledgor’s title to the Collateral, subject to the rights of Secured Party and any person with a claim against Secured Party or Custodian, against the claims and demands of all persons. Secured Party may elect, but without an obligation to do so, to discharge any Lien (other than a Permitted Lien) of any third party (other than any person with a claim against Secured Party or Custodian) on any of the Collateral, if, after notice from Secured Party to Pledgor of the existence of such Lien, the Pledgor does not cause such Lien to be lifted or stayed or bonded within one Business Day of effective delivery of such notice.

(d) [Reserved].

(e) Pledgor agrees that Pledgor shall not (i) create or permit to exist any Lien (other than any Permitted Lien) or any Transfer Restriction (other than any Securities Law Transfer Restrictions or the Voting Agreement Restriction or Investor Rights Agreement Restriction) upon or with respect to the Collateral, (ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (iii) enter into or consent to any agreement pursuant to which any Person other than Pledgor, Secured Party and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have Control in respect of any Collateral.

Section 5. Maintenance and Administration of the Collateral.

(a) Any delivery by Pledgor of investment property (as defined in Section 9-102(a)(49) of the UCC) as Collateral to Secured Party shall be effected (i) in the case of such Collateral consisting of certificated Shares or other certificated securities registered in the name of Pledgor, by delivery of certificates representing such Shares or other securities to the Custodian, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Custodian and Secured Party, and the crediting by the Custodian of such securities to the Collateral Account, (ii) in the case of such Collateral consisting of uncertificated Shares or other securities (including, without limitation, the Initial Shares) in respect of which security entitlements are held by Pledgor through a securities intermediary (including, without limitation, Secured Party or the Custodian), by the crediting of such Shares or securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary or, at the option of the Custodian, at another securities intermediary satisfactory to the Custodian and Secured Party and the crediting by the Custodian of such Shares or securities to the Collateral Account, (iii) in the case of such Collateral consisting of uncertificated Shares or other securities registered by the issuer thereof or its transfer agent, by the registering of such Shares or other securities in the name of the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (iv) in the case of any other Collateral, by complying with such alternative delivery instructions as Secured Party shall provide to Pledgor in writing.

(b) Any delivery by Pledgor of Cash as Collateral shall be effected by the delivery of such Cash to the Collateral Account.

(c) If on any Business Day Secured Party determines that a Collateral Event of Default shall have occurred, Secured Party shall promptly notify Pledgor of such determination by telephone call to an Authorized Officer of Pledgor, followed by a written confirmation of such call.

(d) Secured Party may, after the occurrence and during the continuance of a Default Event, cause any or all of the Collateral pledged hereunder not registered in the name of Secured Party or its nominee to be transferred of record into the name of Secured Party or its nominee. Pledgor shall promptly give to Secured Party copies of any notices or other communications received by Pledgor with respect to Collateral pledged hereunder registered in the name of Pledgor or Pledgor’s nominee.

(e) Pledgor agrees that Pledgor shall forthwith upon demand pay to Secured Party:

(i)

the amount of any taxes that Secured Party may have been required to pay by reason of the Security Interests or to free any of the Collateral from any Lien thereon (other than any Permitted Lien) if Pledgor shall not, within one Business Day of Secured Party’s demand, have caused such Lien to be lifted or stayed or bonded, and

(ii)

the amount of any and all out-of-pocket expenses, including the fees and disbursements of counsel and of any other experts, that Secured Party may incur in connection with (A) the enforcement of this Pledge Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of the Security Interests, (B) the collection, sale or other disposition of any of the Collateral, (C) the exercise by Secured Party of any of the rights conferred upon it hereunder or (D) any Default Event.

Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 5% plus the prime rate as published in The Wall Street Journal, Eastern Edition in effect from time to time during the period from the date hereof to the date of the termination of this Pledge Agreement.

(f) Right of Use.

(i)

In the event Pledgor permits Secured Party to take by rehypothecation Shares then held in the Collateral Account pursuant to the provisions under the heading “Increased Cost of Stock Borrow” in the Collar Confirmation, Secured Party shall rehypothecate a number of Shares (any Shares so rehypothecated, “Used Shares”) in an amount equal to the lesser of (x) the number of Affected Shares (as defined in the Collar Transaction Documents) and (y) the number of Shares then held in the Collateral Account.

(ii)

At any time and from time to time, Used Shares shall be allocated to Components (each Component to which Used Shares have been allocated, an “Affected Component”) in increasing order of maturity until the aggregate of the Number of Shares (as defined in the Collar Confirmation) in respect of Affected Components is equal to or greater than the aggregate number of Used Shares at such time.

(iii)

Secured Party shall deliver or pay (in each case, by causing to be credited to the Collateral Account) on the distribution date for any cash or non-cash distribution in respect of Used Shares, an amount in respect of such cash or non-cash distribution equal to the Replacement Dividend Amount less the amount (if any) that Secured Party is required by applicable law to deduct or withhold for or on account of any Tax (as defined in the Collar Transaction Documents). “Replacement Dividend Amount” shall mean the sum of (A) the gross amount per Share of any cash or non-cash distribution in respect of Used Shares to the extent the number of Used Shares does not exceed Secured Party’s Theoretical Delta (as defined in the Collar Transaction Documents) and (B) the amount per Share of any cash or non-cash distribution that Secured Party receives (or would have received had it held the Used Shares) in respect of Used Shares, net of any withholding or deduction for or on account of any Tax, on a number of Used Shares equal to the excess (if any) of the number of Used Shares over Secured Party’s Theoretical Delta.

(iv)

Secured Party shall, subject to Section 5(f)(v) of this Pledge Agreement return Used Shares to the Collateral Account on the applicable Settlement Date or Cash Settlement Payment Date (each as defined in the Collar Confirmation) for the Affected Component to which such Used Shares have been allocated in accordance with Section 5(f)(ii) of this Pledge Agreement. For the avoidance of doubt, Pledgor shall not have the right to demand the return of any Used Shares prior to the applicable Settlement Date, Cash Settlement Payment Date or Unwind Amount Payment Date (as defined in the Collar Transaction Documents).

(v)

If Physical Settlement (as defined in the Collar Confirmation) is applicable to any Affected Component, (A) Pledgor hereby authorizes Secured Party to retain the Used Shares allocated to such Affected Component in satisfaction of Pledgor’s obligation to deliver the Number of Shares to be Delivered (as defined in the Collar Confirmation) in respect such Affected Component (and the Number of Shares to be Delivered in respect such Affected Component shall be reduced by the number of Used Shares so retained) and (B) if the Number of Shares to Be Delivered in respect of an Affected Component exceeds the number of Used Shares so retained, Secured Party shall be entitled to direct the Custodian to deliver or cause to be delivered to Secured Party or an affiliate of Secured Party designated by Secured Party, a number of Shares in the Collateral Account corresponding to such excess in satisfaction of Pledgor’s obligation to deliver Shares to the Secured Party. If the Used Shares allocated to an Affected Component exceeds the Number of Shares to be Delivered in respect of such Affected Component to which Physical Settlement applies or if Cash Settlement applies to such Affected Component or if such Affected Component is terminated (in whole or in part) pursuant to an Optional Early Termination (as defined in the Collar Transaction Documents), Secured Party shall return such excess Used Shares (in the case of Physical Settlement), all such Used Shares (in the case of Cash Settlement or an Optional Early Termination of such Affected Component in whole) or a pro rata portion of such Used Shares (in the case of an Optional Early Termination of such Affected Component in part) to the

Collateral Account on the applicable Settlement Date, Cash Settlement Payment Date or Unwind Amount Payment Date, unless Secured Party determines that such return would cause an Increased Cost of Stock Borrow under the Collar Confirmation, in which case such Used Shares shall be retained by Secured Party and reallocated in accordance with Section 5(f)(ii) of this Pledge Agreement.

(vi)

Following a Default Event, Secured Party shall be entitled to rehypothecate any Collateral not already rehypothecated, but only in accordance with the limitations set forth below in Section 7(b).

(g) If, at any time, Pledgor is obligated pursuant to the Collar Transaction Documents to (x) deliver any Shares to the Secured Party, or (y) pay or deliver any other Collateral to the Secured Party, unless Pledgor shall have otherwise timely satisfied such obligation, then (i) Secured Party shall be entitled to direct the Custodian to deliver or cause to be delivered to Secured Party or an affiliate of Secured Party designated by Secured Party, from the Collateral Account, Shares for any Shares required to be delivered pursuant to clause (x), or (ii) Secured Party shall be entitled to direct the Custodian to pay or deliver, or cause to be paid or delivered to Secured Party, from the Collateral Account, other Collateral owed or required to be delivered pursuant to clause (y), as applicable, in each case, to the extent of and in satisfaction of Pledgor’s obligations under the Collar Transaction Documents. Upon any such delivery under clause (i) or payment or delivery under clause (ii), Secured Party or such affiliate of Secured Party shall hold such Shares or other Collateral absolutely and free from any claim or right whatsoever (including, without limitation, any claim or right of Pledgor).

Section 6. Income and Voting Rights in Collateral.

(a) On or after the date hereof, all cash and non-cash proceeds of the Collateral, including, without limitation, any dividends, interest and other distributions on the Collateral, received by Secured Party or the Custodian shall be credited to the Collateral Account, subject to the Lien created hereunder.

(b) If Pledgor shall be obligated under the Collar Transaction Documents to deliver or pay any dividends, interest, or other distributions to Secured Party, then if and to the extent that such dividends, interest, or other distributions are credited to and remain in the Collateral Account and unless Pledgor shall have otherwise satisfied such obligation, Secured Party shall be entitled to direct the Custodian to pay or deliver to or as directed by Secured Party from the Collateral Account such dividends, interest, or other distributions and apply such dividends, interest, or other distributions in satisfaction of such obligation of Pledgor.

(c) Unless a Default Event, Event of Default or a Potential Event of Default (as defined in the Collar Transaction Documents) shall have occurred and be continuing, Secured Party shall direct the Custodian to pay to Pledgor from the Collateral Account any cash distributions on the Shares credited to the Collateral Account to the extent any excess remains after Pledgor has satisfied its obligations under the Collar Transaction Documents to pay amounts in respect of such cash distributions to Secured Party. Unless a Default Event, Event of Default or Potential Event of Default shall have occurred and be continuing, Secured Party shall direct the Custodian to deliver to Pledgor from the Collateral Account any non-cash distributions on the Shares (other than any such non-cash distribution of Shares or that constitutes a Spin-off (as defined in the Collar Confirmation)) credited to the Collateral Account to the extent Pledgor has satisfied its obligations under the Collar Transaction Documents to deliver amounts or assets in respect of such distributions to Secured Party. If an Event of Default has occurred and is continuing, unless Secured Party shall have declared an Early Termination Date (as defined in the Collar Transaction Documents) within 60 days of Pledgor’s notice to Secured Party of the occurrence of such Event of Default, such Event of Default shall be deemed to have been permanently waived by the Secured Party solely for purposes of this Section 6(c).

(d) Any proceeds of the Collateral that are received by Pledgor contrary to the provisions of this Pledge Agreement shall be received in trust for the benefit of Secured Party, shall be segregated from other property of Pledgor and shall immediately be delivered over to Secured Party to be credited to the Collateral Account to be held as Collateral in the same form as received or otherwise delivered to Secured Party as Secured Party may instruct (with any necessary endorsement).

(e) Unless a Default Event shall have occurred and be continuing, (i) Pledgor shall have the exclusive right, from time to time, to vote and to give all consents, ratifications and waivers with respect to the Collateral and (ii) Secured Party shall not instruct the Custodian with respect to voting any of the Collateral.

(f) If a Default Event shall have occurred and be continuing Secured Party shall have the right, to the extent permitted by law and subject to the limitations set forth below in Section 7(b), (i) to deliver to the Custodian a written notice of the occurrence and continuance of such Default Event (provided that Secured Party shall promptly rescind any such notice if such Default Event ceases to be continuing) and (ii) while such notice is effective, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Section 7. Remedies upon Default Events.

(a) If any Default Event shall have occurred and be continuing, Secured Party may exercise all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, may:

(i)

purchase or cause to be purchased by an affiliate from the Collateral Account, Collateral consisting of Shares or other securities with a market value, as reasonably determined by the Secured Party, up to the value sufficient to satisfy in full all Secured Obligations then due and payable, and set off against or apply to the Secured Party’s obligation to pay the purchase price, the Secured Obligations then due and payable, whereupon Secured Party shall hold such Shares or other securities absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that Pledgor has or may have under any law now existing or hereafter adopted;

(ii)

sell or cause the sale of any Collateral as may be necessary to generate proceeds up to the amount sufficient to satisfy in full all Secured Obligations, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem satisfactory;

(iii)

apply any Cash on deposit in the Collateral Account to any Secured Obligation; and

(iv)

take any combination of the actions described in clauses (i) through (iii) above;

provided that Secured Party shall give Pledgor not less than three day’s prior written notice of the time and place of any delivery, sale or other intended disposition of any of the Collateral, except any Collateral that threatens to decline speedily in value, including, without limitation, equity securities, or is of a type customarily sold on a recognized market. Secured Party and Pledgor agree that such notice constitutes “reasonable authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. Pledgor and Secured Party hereby acknowledge and agree that the Shares are of a type customarily sold on a recognized market.

Pledgor covenants and agrees that Pledgor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-611 of the UCC shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Secured Party may determine. Secured Party shall not be obligated to make any such sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the buyer thereof, but Secured Party shall not incur any liability in case of the failure of such buyer to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

(b) Pledgor and Secured Party agree that Secured Party shall not be entitled to exercise its rights, including, without limitation, voting rights, and remedies hereunder in a manner that would cause Secured Party or its affiliates, or any “group” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) that includes (or may be deemed to include) Secured Party or its affiliates, to become at any one time the beneficial owner, within the meaning of Section 13 or Section 16 of the Exchange Act, of more than 9.0% of the Shares of the Issuer then outstanding. Pledgor hereby (i) acknowledges that selling or otherwise disposing of the Collateral in accordance with the restriction set forth in this Section 7(b) may result in prices and terms less favorable to Secured Party than those that could be obtained by selling or otherwise disposing of the Collateral without regard to such restriction and (ii) agrees and acknowledges that no method of sale or other disposition of Collateral shall be deemed commercially unreasonable because of any action taken or not taken by Secured Party to comply with such restrictions.

(c) Pledgor hereby irrevocably appoints Secured Party Pledgor’s true and lawful attorney, with full power of substitution, in the name of Pledgor, Secured Party or otherwise, for the sole use and benefit of Secured Party, but at the expense of Pledgor, to the extent permitted by law, to exercise, at any time and from time to time while a Default Event has occurred and is continuing, all or any of the following powers with respect to all or any of the Collateral:

(i)

to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof;

(ii)

to settle, compromise, compound, prosecute or defend any action or proceeding in respect thereof;

(iii)

to sell, transfer, assign or otherwise deal in or with the same or the proceeds thereof, as fully and effectually as if Secured Party were the absolute owner thereof (including, without limitation, the giving of instructions and entitlement orders in respect thereof); and

(iv)

to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto.

(d) Upon any delivery or sale of all or any part of any Collateral made either under the power of delivery or sale given hereunder or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Pledge Agreement, Secured Party is hereby irrevocably appointed the true and lawful attorney of Pledgor, in the name and stead of Pledgor, to make all necessary deeds, bills of sale, instruments of assignment, transfer or conveyance of the property, and all instructions and entitlement orders in respect of the property, thus delivered or sold. For that purpose Secured Party may execute all such documents, instruments, instructions and entitlement orders. This power of attorney shall be deemed coupled with an interest, and Pledgor hereby ratifies and confirms that which Pledgor’s attorney acting under such power, or such attorney’s successors or agents, shall lawfully do by virtue of this Pledge Agreement. If so requested by Secured Party or by any buyer of the Collateral or a portion thereof, Pledgor shall further ratify and confirm any such delivery or sale by executing and delivering to Secured Party or to such buyer or buyers at the expense of Pledgor all proper deeds, bills of sale, instruments of assignment, conveyance or transfer, releases, instructions and entitlement orders as may be designated in any such request.

(e) If a Default Event shall have occurred and be continuing, Secured Party may proceed to realize upon the Security Interests in the Collateral against any one or more of the types of Collateral, at any time, as Secured Party shall determine in its sole discretion subject to the foregoing provisions of this Section 7. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral shall be applied by Secured Party in the following order of priorities:

first, to the payment to Secured Party of the expenses of such sale or other realization, including reasonable compensation to the agents and counsel of Secured Party, and all expenses, liabilities and advances incurred or made by Secured Party in connection therewith, including brokerage fees in connection with the sale by Secured Party of any Collateral, and any expenses described in Section 5(e);

second, to the payment to Secured Party of the aggregate amount (or the value of any delivery or other performance) owed by Pledgor to Secured Party under the Secured Obligations; and

finally, if all of the Secured Obligations have been fully discharged or sufficient funds have been set aside by Secured Party at the request of Pledgor for the discharge thereof, any remaining proceeds shall be released to Pledgor.

(f) The Secured Party agrees that it will not give any entitlement order directing a disposition or transfer of Shares except (i) as expressly permitted by the Collar Transaction Documents or this Pledge Agreement or (ii) pursuant to the exercise of its rights as a secured party under the UCC following a Default Event that has occurred and is continuing.

(g) If a Default Event occurs, it shall be deemed to be continuing unless (i) it is expressly waived by Secured Party in writing or (ii) it is cured in accordance with the terms of this Pledge Agreement or the Collar Transaction Documents prior to any action having been taken by Secured Party pursuant to this Section.

Section 8. Set-off. (a) In addition to and without limiting any right to set off that Secured Party may have as a matter of law, pursuant to contract or otherwise, Secured Party may reduce (at any time when a Default Event shall have occurred and shall be continuing) any amount payable by or other obligation of Secured Party to Pledgor by its set-off against any amount payable by or other obligation of Pledgor to Secured Party arising under the Collar Transaction Documents (whether or not matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that such amounts are set off, such obligations will be discharged promptly and in all respects. Secured Party shall give notice to Pledgor after any set-off effected pursuant to this Section 8.

(b) In the exercise of its set-off rights as set forth in this Section 8, Secured Party may set off any obligation it may have to release from the Security Interests or return to Pledgor any Collateral consisting of cash pursuant to the terms of this Pledge Agreement (whether or not then due) against any right Secured Party may have against Pledgor pursuant to this Pledge Agreement to receive a payment of cash pursuant to any provision of the Collar Transaction Documents or this Pledge Agreement. If an obligation or right is unascertained at the time of any such set-off, Secured Party may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the Secured Party shall account to the Pledgor at the time such obligation or right is ascertained.

Section 9. Miscellaneous.

(a) To the extent permitted by law, the unenforceability or invalidity of any provision or provisions of this Pledge Agreement shall not render any other provision or provisions herein contained unenforceable or invalid.

(b) Any provision of this Pledge Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Pledgor and Secured Party or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(c) All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard forms of telecommunication. Notices to Pledgor shall be directed to Pledgor at:


Discovery Lightning Investments Limited
Discovery House, Chiswick Park Building 2
566 Chiswick High Road
London W4 5YB
Facsimile:		+44 20 8811 3310
Attention:		Roanne Weekes, SVP DNI Finance and Director


With a copy to:

Discovery Communications, LLC
850 Third Avenue
New York, NY 10022
Facsimile:		212-548-5848
Attention:		Bruce Campbell, Chief Development, Distribution and Legal Officer

Shearman & Sterling LLP
599 Lexington Avenue,
New York, NY 10022
Facsimile:		646-848-7367
Attention:		Patrick Clancy, Donna Parisi, Harald Halbhuber

With mandatory e-mail to all of the following addresses:
E-mail: stephanie_marks@discovery.com, eugenia_collis@discovery.com, renee_valerino@discovery.com, roanne_weekes@discovery.com, dparisi@shearman.com, harald.halbhuber@shearman.com, patrick.clancy@shearman.com

and notices to Secured Party shall be directed to:


Bank of America, N.A.
c/o Bank of America Merrill Lynch
2 King Edward Street
London, EC1A 1HQ, UK
Attention:		Strategic Equity Solutions Group
Facsimile No:		+44 20 7996 2030

With mandatory e-mail to all of the following addresses:
E-mail: sambacor.ndiaye@baml.com, kevin.e.o’sullivan@baml.com, sem.hamzaoui@baml.com, ekaterina.sidorenko@baml.com, francois.lu@baml.com, yury.d.mulman@baml.com.

(d) All calculations and determinations required hereunder shall be made by Secured Party acting in good faith and in a reasonable manner.

(e) THIS PLEDGE AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING HERETO SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE); PROVIDED THAT AS TO COLLATERAL LOCATED IN ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, SECURED PARTY SHALL HAVE, IN ADDITION TO ANY RIGHTS UNDER THE LAW OF THE STATE OF NEW YORK, ALL OF THE RIGHTS TO WHICH A SECURED PARTY IS ENTITLED UNDER THE LAW OF SUCH OTHER JURISDICTION. THE PARTIES HERETO HEREBY AGREE THE CUSTODIAN’S JURISDICTION, WITHIN THE MEANING OF SECTION 8-110(e) OF THE UCC, INSOFAR AS IT ACTS AS A SECURITIES INTERMEDIARY HEREUNDER OR IN RESPECT HEREOF, IS THE STATE OF NEW YORK.

(f) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS PLEDGE AGREEMENT OR OTHER DOCUMENT RELATED HERETO. EACH PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

(g) EACH PARTY TO THIS PLEDGE AGREEMENT HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY FOR ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS PLEDGE AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO, OR THE ACTIONS OF SECURED PARTY OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(h) This Pledge Agreement may be executed, acknowledged and delivered in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

(i) The parties hereto agree and acknowledge that this Pledge Agreement shall be a “Credit Support Document” (as defined in the Master Agreement) under the Collar Transaction Documents with respect to Pledgor.

(j) Safe Harbors.

(i)

The parties hereto intend (but Pledgor does not represent or warrant or covenant) that (A) Secured Party is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code, (B) the Collar Confirmation is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery thereunder or in connection therewith is a “settlement payment” and/or “margin payment” and a “transfer” within the meaning of Sections 546(e) and 548(d) of the Bankruptcy Code, (C) the Collar Confirmation is a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery thereunder or in connection therewith is a “transfer” within the meaning of Section 546(g) of the Bankruptcy Code, (D) this Pledge Agreement is a “security agreement or arrangement” or other “credit enhancement” that forms a part of and is related to such “securities contract” and such “swap agreement,”

within the meaning of Section 362(b) of the Bankruptcy Code, (E) the rights given to Secured Party hereunder and under the Collar Confirmation and the Master Agreement upon the occurrence of an Event of Default with respect to the other party constitute “contractual rights” to cause the liquidation, termination or acceleration of, and to offset or net out termination values, payment amounts and other transfer obligations under or in connection with a “securities contract” and a “swap agreement” and “contractual rights” under a security agreement or arrangement forming a part of or related to a “securities contract” and a “swap agreement,” as such terms are used in Sections 555, 560, 561, 362(b)(6) and 362(b)(17) of the Bankruptcy Code, and (F) Secured Party is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 546(g), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.

(ii)

The parties hereto intend (but neither Secured Party nor Pledgor represent or warrant or covenant) that this Pledge Agreement, together with the Custodial Services Agreement and the Account Control Agreement, shall constitute a “security financial collateral agreement” for purposes of the Financial Collateral Arrangements (No. 2) Regulations 2003 (as amended) and Section 17 thereof shall apply to the Section 7 hereof.

(k) Subject to the following, neither Pledgor nor Secured Party may assign its rights or obligations under this Pledge Agreement, except with the prior written consent of the other party. Notwithstanding the foregoing, (i) Secured Party may, from time to time, without the consent of Pledgor assign any or all of its rights or obligations hereunder in part or in whole to an assignee to which the Collar Confirmation has been assigned in accordance with the Collar Confirmation, and (ii) Pledgor may, from time to time, without the consent of Secured Party, assign its rights, obligations and liabilities hereunder to a Person to which the Collar Transaction Documents have been assigned in accordance with the Collar Transaction Documents, but only to the extent of such assignment of the Collar Transaction Documents, and Pledgor will be deemed released from its rights, obligations and liabilities under this Pledge Agreement to the extent of such assignment of this Pledge Agreement.

(l) If there is any inconsistency between this Pledge Agreement, the Account Control Agreement and the Custodial Services Agreement, the following will prevail in the order of precedence indicated: (i) this Pledge Agreement; (ii) the Account Control Agreement; and (iii) the Custodial Services Agreement.

Section 10. Process Agent, Service of Process. Pledgor irrevocably appoints Discovery Communications, LLC, located at 850 Third Avenue, New York, NY 10022, for Pledgor and on Pledgor’s behalf, as its agent to receive service of process in any suit, action or proceeding relating to any dispute arising out of or in connection with this Pledge Agreement. If for any reason Pledgor’s process agent is unable to act as such, Pledgor will promptly notify Secured Party and within 30 days appoint a substitute process agent acceptable to Secured Party. Pledgor irrevocably consents to service of process given in the manner provided for notices in Section 9(c).

Section 11. Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the payment and performance in full of the Secured Obligations and termination by the parties; (ii) be binding upon Pledgor and (iii) inure to the benefit of, and be enforceable by, Secured Party and its successors and permitted transferees and assigns.

Section 12. Termination of Pledge Agreement.

(a) This Pledge Agreement and the rights granted by Pledgor in the Collateral shall cease and terminate upon satisfaction in full of all of the Secured Obligations (other than indemnification obligations that shall not have been the subject of a demand against Pledgor). Any Collateral remaining at the time of such termination shall be fully released and discharged from the Security Interests and delivered to Pledgor by Secured Party, all at the request and expense of Pledgor.

(b)

(i)

Upon satisfaction by Pledgor of all Secured Obligations (other than Secured Obligations in respect of indemnities that have not been claimed) in respect of any Component of any Tranche (including any obligation to pay or deliver any amounts in respect of any Cash Payment Settlement Date or Settlement Date (each as defined in the Collar Transaction Documents), as applicable, for each Component of such Tranche), unless an Event of Default or Potential Event of Default (as defined in the Collar Transaction Documents) shall have occurred and be continuing or a Collateral Event of Default shall have occurred and be continuing or would occur as a result of the following release and discharge, Secured Party shall (i) fully release and discharge from the Security Interests a number of Shares equal to the excess, if any, of the Number of Shares (as defined in the Collar Transaction Documents) of such Component over the number of Shares delivered to Secured Party (if any) in satisfaction of Pledgor’s Secured Obligations in respect of such Component and (ii) direct the Custodian to deliver such excess number of Shares at the direction of the Pledgor.

(ii)

In the event of any Optional Early Termination (as defined in the Collar Transaction Documents), upon satisfaction by Pledgor of all Secured Obligations (other than Secured Obligations in respect of indemnities that have not been claimed) in respect of such Optional Early Termination (including each obligation to pay amounts in respect of each related Unwind Amount Prepayment Date and Unwind Amount Payment Date (each as defined in the Collar Transaction Documents), as applicable), unless an Event of Default or Potential Event of Default (as defined in the Collar Transaction Documents) shall have occurred and be continuing or a Collateral Event of Default shall have occurred and be continuing or would occur as a result of the following release and discharge, Secured Party shall (i) fully release and discharge from the Security Interests a number of Shares equal to number of Shares subject to such Optional Early Termination and (ii) direct the Custodian to deliver such number of Shares at the direction of the Pledgor.

(iii)

If any Used Shares have been returned to the Collateral Account pursuant to Section 5(f)(v), such Used Shares shall be the first Shares delivered at the direction of the Pledgor pursuant to this Section 12(b).

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have signed this Pledge Agreement as of the date and year first above written.


PLEDGOR:

DISCOVERY LIGHTNING INVESTMENTS LIMITED

By:

		Name:
		Title:

[Signature Page to Pledge Agreement]


SECURED PARTY:

BANK OF AMERICA, N.A.

By:

	Name:	Yuay Mulman
	Title:	Director

[Signature Page to Pledge Agreement]

Exhibit 99.6

EXECUTION VERSION


Date:		12 November 2015

To:		Discovery Lightning Investments Limited, a limited company incorporated in England and Wales with registered number 9784516
		Attention: Roanne Weekes

From:		Bank of America, N.A.

Dear Sir or Madam

The purpose of this communication (this “Confirmation”) is to confirm the terms and conditions of a Collar Transaction (the “Transaction”) entered into between Bank of America, N.A. (“Party A” or “Bank”) and Discovery Lightning Investments Limited (“Party B” or “Counterparty”) on the Trade Date specified below. This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

This Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. This Confirmation, together with all other documents confirming the Transaction entered into between us and referring to an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA Form”), shall supplement, form a part of, and be subject to an agreement (the “Agreement”) in the form of the ISDA Form as if Bank and Counterparty had, on the Trade Date of the Transaction, executed an agreement in such form (but without any Schedule except for (i) the election of New York law as the governing law, (ii) the election of Multiple Transaction Payment Netting as applicable, (iii) the selection of the Settlement Currency as the Termination Currency, (iv) the agreement of each party, for the purposes of Section 4(a)(i) and 4(a)(ii), to deliver the documents set out in paragraph (m)(ii) of “Other Provisions” herein and in Annex 2 hereto and (v) the incorporation of any other modifications to the ISDA Form specified below). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction. The Transaction under this Confirmation shall be the only transaction under the Agreement and shall not be subject to any other (existing or deemed) master agreement to which Bank and Counterparty are parties.

The definitions and provisions contained in the 2006 ISDA Definitions (other than Articles 10 through 17) (the “Swap Definitions”) and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the Swap Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions shall govern. In the event of any inconsistency between either set of Definitions and this Confirmation, this Confirmation will govern. Any reference to a currency shall have the meaning contained in the 1998 FX and Currency Option Definitions, as published by ISDA, the Emerging Markets Traders Association and The Foreign Exchange Committee. For purposes of the Equity Definitions, the Transaction is a Share Option Transaction.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:


Trade Date:		12 November 2015

Effective Date:		18 November 2015

Option Style:		European

Option Type:		Collar (combination of a Put and a Call). Notwithstanding anything to the contrary herein, the Transaction shall constitute a single, inseparable transaction.


Put Seller (Call Buyer):		Bank

Call Seller (Put Buyer):		Counterparty

Components:		The Transaction will be divided into 3 individual tranches (each a “Tranche” and together the “Tranches”) and each Tranche will be divided into 25 individual components (each a “Component” and together the “Components”), as set forth in Annex 1 hereto, in each case with the terms set forth in this Confirmation and, in particular, with the Number of Options and scheduled Expiration Dates set forth in this Confirmation. The payments and deliveries to be made upon settlement of the Transaction pursuant to the Settlement Terms below will be determined separately for each Component of each Tranche as if such Component were a separate Transaction under the Agreement, but for all other purposes under the Agreement (including, without limitation, under Sections 5 and 6 of the Agreement) the Components for all Tranches, together, will be treated as one Transaction.

Option Entitlement:		One Share

Shares:		The common shares, without par value of Lions Gate Entertainment Corporation (the “Issuer”) (Bloomberg Code: BBG000K1TOM8) or security entitlements in respect thereof.

Total Number of Shares:		2,500,000

Number of Options:		As provided in Annex 1 of this Confirmation in relation to each Component.

Call Strike Price:		In respect of each Component, the product of (i) the Call Strike Percentage set out in Annex 1 hereto and (ii) the Initial Price.

Put Strike Price:		In respect of each Component, the product of (i) the Put Strike Percentage set out in Annex 1 hereto and (ii) the Initial Price.

Initial Price:		USD 39.02

Premium:		USD 3,599,595.00 in the aggregate for all Components, payable by Counterparty

Premium Payment Date:		Effective Date

Exchange:		The New York Stock Exchange

Related Exchange(s):		All Exchanges

Procedures for Exercise:

Expiration Date:		For each Component, as set out in Annex 1 hereto (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for another Component); provided that, if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and that is not or is not deemed to be an Expiration Date in respect of any other Component under the Transaction; provided, further, that if the Expiration Date for any


		Component has not occurred pursuant to the preceding proviso as of the eighth Scheduled Trading Day following the originally scheduled Expiration Date for the last Component of the applicable Tranche under the Transaction, such eighth Scheduled Trading Day shall be the Expiration Date for such Component (irrespective of whether such day is an Expiration Date in respect of any other Component) and, if that eighth Scheduled Trading Day is a Disrupted Day or an Expiration Date for more than one Component, the Calculation Agent shall determine the Reference Price or Settlement Price, as applicable, based on its commercially reasonable and good faith estimate of the value for the Shares as of the Valuation Time on that eighth Scheduled Trading Day.

		Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case (i) the Calculation Agent shall make adjustments to the number of Shares for the relevant Component for which such day shall be the Expiration Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Shares for such Component and (ii) the Settlement Price for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day, taking into account the nature and duration of such Market Disruption Event on such day.

		Section 6.6 of the Equity Definitions shall not apply to any Valuation Date and the final sentence of Section 3.1(f) of the Equity Definitions shall not apply to any Expiration Date.

Market Disruption Event:		Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof, and by replacing the words “or (iii) an Early Closure” with “(iii) an Early Closure that the Calculation Agent determines is material”.

		Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Automatic Exercise:		Applicable; provided that “In-the-Money” means (i) in respect of the Put, that the Reference Price is less than the Put Strike Price or (ii) in respect of the Call, that the Reference Price is greater than the Call Strike Price. The Reference Price shall be the Settlement Price.

Settlement Terms:

Settlement Currency:		USD

Settlement Method Election:		Applicable


Default Settlement Method:		Cash

Electing Party:		Counterparty

Settlement Method Election Date:		For each Component, the date that is no later than three Scheduled Trading Days prior to the scheduled Expiration Date for such Component.

Settlement Price:		If Cash Settlement is applicable, the volume weighted average trading price per Share during the regular trading session on the Exchange, as determined by the Calculation Agent as of the Valuation Time on the relevant Valuation Date for the period of time from 9:30 a.m. New York City time on such Valuation Date to 4:00 p.m. New York City time on such Valuation Date, with reference to Bloomberg page “LGF<Equity> AQR” (or any successor thereto), or if such price is not so reported for any reason on such Valuation Date, such Settlement Price will be as reasonably determined by the Calculation Agent.

Cash Settlement Payment Date:		If Cash Settlement is applicable, in respect of each Component, one Settlement Cycle immediately following the Valuation Date.

Distributions:

Cash Distributions:		In respect of any Component, if any cash distribution per Share is declared by the Issuer for which the ex-dividend date falls during the period from and including the Trade Date to and including the Valuation Date or Expiration Date for that Component, as determined by the Calculation Agent, then on the relevant cash distribution payment date, even if that date falls after the Valuation Date or Expiration Date, Counterparty shall pay to Bank a cash amount in the Settlement Currency equal to the product of (i) the Number of Options multiplied by the Option Entitlement for that Component, (ii) the gross amount per Share of any cash distribution and (iii) the Delta.

		In the event that the Issuer declares or announces a cash distribution the gross amount per Share of which is greater than or equal to the product of (x) 4% and (y) the closing price per Share on the Exchange as of the ex-dividend date for such cash distribution, in addition to the payment by Counterparty to Bank referred to in the immediately preceding paragraph, the Calculation Agent shall have the right to adjust any term of the Transaction in accordance with Calculation Agent Adjustment for Share Adjustments taking into consideration such payment.

		These provisions shall take precedence and be the only adjustments that would or could be made under this Confirmation in the event of any cash distribution.

Delta:		“Delta” shall be a percentage amount determined by Bank acting in good faith as the amount it theoretically would be short in order to hedge the equity price risk in respect of the Component at the close of business on the Exchange Business Day immediately prior to the relevant ex-dividend date (in the case of “Cash Distributions” above or “Non-cash Distributions” below) or on the Exchange Business Day referenced in “Cash Collateral” below, as applicable.


Cash Collateral:		In respect of any Component, if the Issuer declares or announces a cash distribution and Bank determines in good faith that the Delta at the close of business on the Exchange Business Day immediately after such declaration or announcement (the “Delta at Announcement”) is higher than the Trigger Percentage, then (A) Bank shall promptly notify Counterparty of its obligation to deliver cash collateral hereunder and (B) unless Bank and Counterparty agree otherwise, Counterparty shall, no later than the fourth Currency Business Day after such notification, deliver to the Secured Custody Account USD cash collateral in an amount equal to the product of (i) the Number of Options multiplied by the Option Entitlement for such Component, (ii) the declared or announced gross amount per Share of such cash distribution and (iii) the lower of (A) (1) the Delta at Announcement minus (2) the Trigger Percentage plus (3) 5% and (B) the Withholding Tax Rate plus 5%.

Withholding Tax Rate:		The withholding tax rate applicable to the payment or delivery to Counterparty of the relevant cash distribution, non-cash distribution or Spin-off, as determined by the Calculation Agent based on advice of counsel.

Trigger Percentage:		(i) 100% minus (ii) the sum of 5% and the Withholding Tax Rate.

Non-cash Distributions:		In respect of any Component, if any non-cash distribution (which for the avoidance of doubt shall include subscription rights issued pursuant to a rights issue), other than any non-cash distribution of Shares or that constitutes a Spin-off (as defined below), is declared by the Issuer for which the ex-dividend date falls during the period from and including the Trade Date to and including the Valuation Date or Expiration Date for that Component, as determined by the Calculation Agent, then (A) on the relevant distribution date, even if that date falls after the Valuation Date or Expiration Date, Counterparty shall physically deliver to Bank an amount of such non-cash distribution equal to the product of (i) the Number of Options multiplied by the Option Entitlement for that Component, (ii) the gross amount per Share of such non-cash distribution and (iii) the Delta and (B) the Calculation Agent shall have the right to adjust any term of the Transaction as if Calculation Agent Adjustment for Share Adjustments applied to such non-cash distribution, taking into consideration the delivery referred to in clause (A) hereof and, in connection with such adjustments, the Calculation Agent may reduce Counterparty’s delivery obligation pursuant to clause (A) hereof such that it does not exceed the amount of such non-cash distribution expected to be received by Counterparty on the “Collateral” under the Pledge Agreement, after application of the applicable Withholding Tax Rate, in which case the Calculation Agent shall compensate Bank for its loss by virtue of such reduced delivery obligation through other adjustments to the terms of the Transaction, which adjustments may include, for the avoidance of doubt, requiring a payment by Counterparty.


		This provision shall take precedence and be the only adjustment that would or could be made under this Confirmation in the event of any non-cash distribution other than any such non-cash distribution of Shares or that constitutes a Spin-off.

Extraordinary Dividends:		Notwithstanding anything to the contrary in the Equity Definitions, nothing shall constitute an Extraordinary Dividend.

Share Adjustments:

Potential Adjustment Events:		If an event occurs that constitutes both a Potential Adjustment Event under Section 11.2(e)(ii)(C) of the Equity Definitions and a Spin-off as described below, it shall be treated hereunder as a Spin-off and not as a Potential Adjustment Event.

Method of Adjustment:		Calculation Agent Adjustment For the purposes of Section 11.2(c) of the Equity Definitions (and in the case of clauses (ii) and (iii) below, Sections 11.2(a) and 11.2(e)(vii) of the Equity Definitions), (i) the words “provided that no adjustment will” in the final paragraph thereof will be replaced with the words “it being understood that adjustments may”, (ii) the words “diluting or concentrative” (in each place where they appear) will be replaced with the word “material”, and (iii) the words “or the Transaction” shall be added after the words “theoretical value of the relevant Shares”.

Spin-off:		A distribution of New Shares (the “Spin-off Shares”) of an issuer, including the Issuer (any such issuer, the “Spin-off Issuer”) to holders of the Shares (the “Original Shares”). Solely for purposes of this paragraph, “New Shares” means ordinary or common shares of the Spin-off Issuer other than Shares, including, for the avoidance of doubt, shares that are issued to separately track and reflect the economic performance of businesses and/or assets of the Spin-off Issuer, which shares are, or as of the ex-dividend date of such Spin-off are scheduled promptly to be, (i) publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors) and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

Bank Spin-off Election:		Separate Transactions Adjustments shall be applicable to such Spin-off unless the Calculation Agent determines that it cannot make a commercially reasonable adjustment under Separate Transactions Adjustments to preserve the fair value of the Transaction for the parties, in which case Basket Adjustments shall be applicable to such Spin-off.

Basket Adjustments:		If Basket Adjustments apply to any Spin-off, as of the ex-dividend date for such Spin-off, (i) “Shares” shall mean the Original Shares and the Spin-off Shares; (ii) the Transaction shall continue but as a Share Basket Option Transaction with an aggregate Number of Baskets equal to the aggregate Number of Shares prior to such Spin-off (and a Number of Baskets for each Component equal to the Number of Options multiplied by the Option Entitlement for such Component prior to such Spin-off), and each Basket shall


		consist of one Original Share and a number of Spin-off Shares that a holder of one Original Share would have been entitled to receive in such Spin-off (and references to Shares herein shall be interpreted as references to Baskets, as the context requires); and (iii) the Calculation Agent shall make such adjustments to the exercise, settlement, payment or any other terms of the Transaction as the Calculation Agent determines appropriate to preserve the fair value of the Transaction for the parties (including, without limitation, adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction), which may, but need not, be determined by reference to the adjustment(s) made in respect of such Spin-off by an options exchange to options on the Shares traded on such options exchange and, in connection with such adjustments, the Calculation Agent may reduce the number of Spin-off Shares underlying the Transaction such that it does not exceed the number of Spin-off Shares expected to be received by Counterparty in respect of the “Collateral” under the Pledge Agreement, after application of the applicable Withholding Tax Rate, in which case the Calculation Agent shall compensate Bank for its loss by virtue of such reduction through other adjustments to the terms of the Transaction, which adjustments may include, for the avoidance of doubt, requiring a payment by Counterparty. As of the ex-dividend date of any subsequent Spin-off, the Calculation Agent shall make adjustments to the composition of the Basket and other terms of the Transaction in accordance with the immediately preceding sentence.

Separate Transactions Adjustments:		If Separate Transactions Adjustments apply to any Spin-off, as of the ex-dividend date for such Spin-off, the Transaction shall be considered two separate Transactions, each with terms identical to the original Transaction (the “Original Transaction”), except that: (i) the “Shares” for the Original Transaction (the “Original Shares Transaction”) shall be the Original Shares and the “Shares” for the other transaction (the “Spin-off Shares Transaction”) shall be the Spin-off Shares, (ii) the Number of Options and Option Entitlement for each Component of the Original Shares Transaction shall remain unchanged from the Number of Options and Option Entitlement for the corresponding Component of the Original Transaction, (iii) the aggregate Number of Options for all Components of the Spin-off Shares Transaction shall equal the product of (A) the aggregate Number of Shares for the Original Transaction (as in effect immediately prior to the ex-dividend date for such Spin-off) and (B) the number of Spin-off Shares that a holder of one share of Original Shares would have owned or been entitled to receive in connection with such Spin-Off and the Option Entitlement for each Component of the Spin-off Shares Transaction shall remain unchanged from the Original Transaction, (iv) the Number of Options for each Component of the Spin-off Shares Transaction shall equal the product of (A) the Number of Options for such Component of the Original Transaction (as in effect immediately prior to the ex-dividend date for such Spin-off) and (B) the number of Spin-off Shares that a holder of one share of Original Shares would have owned or been entitled to receive in connection with such Spin-Off, and (v) the Put Strike Price and the Call Strike Price for each of the Original Shares Transaction and


		the Spin-off Shares Transaction shall be adjusted by the Calculation Agent to reflect the relative market values per share and dividend practices of the Original Shares and the Spin-off Shares immediately following the ex-dividend date for such Spin-off, as determined by the Calculation Agent, and to preserve the fair value of the Transaction for the parties (including, without limitation, adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Original Shares, the Spin-off Shares, the Original Shares Transaction or to the Spin-off Shares Transaction) and, in connection with such adjustments, the Calculation Agent may reduce the number of Spin-off Shares underlying the Transaction such that it does not exceed the number of Spin-off Shares expected to be received by Counterparty in respect of the “Collateral” under the Pledge Agreement, after application of the applicable Withholding Tax Rate, in which case the Calculation Agent shall compensate Bank for its loss by virtue of such reduction through other adjustments to the terms of the Transaction, which adjustments may include, for the avoidance of doubt, requiring a payment by Counterparty. Following a Spin-off to which Separate Transactions Adjustments are applicable, this Confirmation shall apply in all respects (except as provided above) to both the Original Shares Transaction and the Spin-off Shares Transaction as if each were a separate Transaction under the Agreement.

Extraordinary Events:

Consequences of Merger Events:

Share-for-Share:		Modified Calculation Agent Adjustment

Share-for-Other:		Modified Calculation Agent Adjustment

Share-for-Combined:		Modified Calculation Agent Adjustment

Tender Offer:		Applicable

Consequences of Tender Offers:

Share-for-Share:		Modified Calculation Agent Adjustment

Share-for-Other:		Modified Calculation Agent Adjustment

Share-for-Combined:		Modified Calculation Agent Adjustment

Amendment in respect of Merger Events and Tender Offers:		Section 12.1(l) of the Equity Definitions will be amended (A) by deleting the parenthetical phrase in both the third line thereof and the fifth line thereof and (B) by replacing the word “that” in both the third line thereof and the fifth line thereof with the words “whether or not such announcement”, and (C) by adding immediately after the words “Merger Event” in the third line thereof and after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” and (ii) Sections 12.2(b), 12.2(e),


		12.3(a) and 12.3(d) of the Equity Definitions will each be amended by replacing each occurrence of the words “Merger Date” and “Tender Offer Date”, as the case may be, with the words “Announcement Date”.

Composition of Combined Consideration:		Not Applicable; provided that, notwithstanding Sections 12.1(f) and 12.5(b) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be elected by a holder of the Shares, the Calculation Agent will determine such composition.

Nationalization, Insolvency or Delisting:		Cancellation and Payment (Calculation Agent Determination); provided that it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, retraded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Disruption Events:

Change in Law:		Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”, (ii) replacing the word “Shares” with “Hedge Positions” in the sixth line thereof, (iii) adding the words “, or holding, acquiring or disposing of Shares or any Hedge Positions relating to,” after the words “obligations under” in clause (Y) thereof, and (iv) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, (1) such applicable law, regulation or interpretation was not a law, regulation or interpretation either (x) publicly proposed as of the Trade Date and subsequently adopted in the form proposed or (y) publicly adopted (but not yet effective) as of the Trade Date, if not subsequently modified prior to its effectiveness and (2) the consequence of such law, regulation or interpretation is applied equally by the Bank to all of its similarly situated customers” after the semi-colon in the last line thereof.

		For the avoidance of doubt, the parties acknowledge and agree that the events referred to in clause (X) of Section 12.9(a)(ii) include Bank’s ability to dispose of the assets to be received by Bank upon a Physical Settlement or otherwise hereunder to close out open borrowings created in the course of Bank’s hedging activities related to its exposure under the Transaction without further registration under the Securities Act.

Failure to Deliver:		Not Applicable

Insolvency Filing:		Applicable

Hedging Disruption:		Applicable


Increased Cost of Hedging:		Not Applicable

Loss of Stock Borrow:		Not Applicable

Increased Cost of Stock Borrow:		Applicable; provided that Section 12.9(b)(v) is hereby amended and restated as follows:

		“On or promptly following the first Exchange Business Day following the Trade Date or effective delivery of a Borrow Condition Termination Notice on which (x) an Increased Cost of Stock Borrow exists (an “Increased Cost Condition”) or (y) the Hedging Party is unable, after using commercially reasonable efforts, to borrow (or maintain a borrowing of) Shares in an amount equal to the Hedging Shares (not to exceed the number of Shares underlying the Transaction) (a “Non-availability Condition”), the Hedging Party will notify the Non-Hedging Party by e-mail at the following e-mail address(es) (collectively, the “Counterparty Designees”): stephanie_marks@discovery.com, eugenia_collis@discovery.com, renee_valerino@discovery.com, roanne_weekes@discovery.com (such notice, a “Borrow Condition Notice”) (which the Non-Hedging Party shall confirm by return e-mail, it being understood that any failure to so confirm shall not affect the remainder of this provision) of (i) the number of Shares for which the Increased Cost Condition or Non- availability Condition, as applicable, exists (any such Shares from time to time, “Affected Shares”) and (ii) in the case of an Increased Cost Condition only, (A) the rate that the Hedging Party would incur (or has incurred) to borrow a number of Shares equal to the number of Affected Shares in respect of the Transaction (such rate from time to time, the “Stock Loan Rate”) and (B) the amount by which the costs that would be incurred (or have been incurred) by the Hedging Party to borrow or maintain a borrowing of Shares at the Stock Loan Rate exceed such costs that would have been incurred had the Stock Loan Rate been equal to the Initial Stock Loan Rate (such costs in respect of the number of Affected Shares from time to time, “Stock Loan Excess Costs”). In the event that an Increased Cost Condition or Non-availability Condition, as applicable, described in a Borrow Condition Notice ceases to exist, the Hedging Party will promptly notify the Non- Hedging Party by e-mail to the Counterparty Designees (such notice, a “Borrow Condition Termination Notice”) (which the Non-Hedging Party shall confirm by return e-mail, it being understood that any failure to so confirm shall not affect the remainder of this provision) of such cessation.

		In addition, the Hedging Party will notify the Non-Hedging Party by e-mail to the Counterparty Designees (such notice, a “Borrow Condition Update Notice”) (which the Non-Hedging Party shall confirm by return e-mail, it being understood that any failure to so confirm shall not affect the remainder of this provision) in the event of: (i) any increase or decrease in the Stock Loan Rate since the most recent effectively delivered Borrow Condition Update Notice or Borrow Condition Notice that results in the Stock Loan Rate exceeding (or ceasing to exceed) the Maximum Stock Loan Rate, (ii) any increase in the number of Affected Shares since the


		most recent effectively delivered Borrow Condition Update Notice or Borrow Condition Notice in excess of 50,000 Shares and (iii) any increase or decrease in the expected Monthly Payable Stock Loan Excess Costs (as defined below), as reasonably determined by the Hedging Party, since the most recent effectively delivered Borrow Condition Update Notice or Borrow Condition Notice in excess of $1,000. Each Borrow Condition Update Notice shall specify (i) the then-current number of Affected Shares and (ii) the then-current Stock Loan Rate.

		On or promptly following the final Exchange Business Day of each calendar month, the Hedging Party will notify the Non-Hedging Party by e-mail to the Counterparty Designees (which the Non-Hedging Party shall confirm by return e-mail, it being understood that any failure to so confirm shall not affect the remainder of this provision) of the aggregate Stock Loan Excess Costs during such calendar month the incurrence of which has not been avoided through a rehypothecation in accordance with the second succeeding paragraph of this Section 12.9(b)(v) (such non-avoided Stock Loan Excess Costs, “Monthly Payable Stock Loan Excess Costs”) and of a proposed Price Adjustment to account for such Stock Loan Excess Costs which proposed Price Adjustment may, for the avoidance of doubt, include requiring a payment by Counterparty (such notice, the “Monthly Borrow Cost Notice”). The Non-Hedging Party shall, within two Scheduled Trading Days of effective delivery of the Monthly Borrow Cost Notice, notify the Hedging Party that it elects to (A) agree to amend the relevant Transaction per the proposed Price Adjustment, (B) pay the Hedging Party such Stock Loan Excess Costs, or (C) terminate the Transaction as of that second Scheduled Trading Day with respect to the then-current number of Affected Shares, and, in the case of (A) or (B), the Non-Hedging Party shall make any related payment within one Scheduled Trading Day of effective delivery of notice of its election. If such notice is not given by the end of that second Scheduled Trading Day, then the Hedging Party may give notice that it elects to terminate the Transaction with respect to the then-current number of Affected Shares, specifying the date of such termination, which may be the same day that the notice of termination is effective. If either party elects to terminate the Transaction with respect to the then-current number of Affected Shares, the Determining Party will determine the Cancellation Amount payable by one party to the other, which Cancellation Amount shall include the Stock Loan Excess Costs incurred through the date the Transaction is terminated with respect to the then-current number of Affected Shares and that have not previously been paid or resulted in a Price Adjustment.

		In addition, the Non-Hedging Party shall, within two Scheduled Trading Days of effective delivery of a Borrow Condition Notice indicating the existence of a Non-availability Condition, notify the Hedging Party that it elects to (A) permit the Hedging Party to rehypothecate Shares in accordance with the next succeeding paragraph of this Section 12.9(b)(v) or (B) terminate the Transaction as of that second Scheduled Trading Day with respect to the then-current number of Affected Shares. If such notice is


		not given by the end of that second Scheduled Trading Day, then the Hedging Party may give notice that it elects to terminate the Transaction with respect to the then-current number of Affected Shares, specifying the date of such termination, which may be the same day that the notice of termination is effective. If either party elects to terminate the Transaction with respect to the then-current number of Affected Shares, the Determining Party will determine the Cancellation Amount payable by one party to the other, which Cancellation Amount shall include any Stock Loan Excess Costs not previously paid by Counterparty nor previously resulting in a Price Adjustment.

		Notwithstanding anything to the contrary in this Confirmation, if the most recent Borrow Condition Notice or Borrow Condition Update Notice (x) specifies a Stock Loan Rate that is greater than the Maximum Stock Loan Rate or (y) indicates the occurrence of a Non-availability Condition, the Non-Hedging Party may, in order to avoid paying related Stock Loan Excess Costs or a related Price Adjustment (in the case of clause (x)) or termination of the Transaction with respect to the then-current number of Affected Shares (in the case of clause (x) or (y)), elect to permit the Hedging Party, as the Hedging Party’s sole remedy, to take by rehypothecation Shares then held in the Secured Custody Account in an amount equal to the then-current number of Affected Shares; provided that (i) such Shares shall be in book-entry form and freely tradable without any restrictions under applicable law (other than Excluded Transfer Restrictions, as defined in the Pledge Agreement) and (ii) the Calculation Agent shall compensate the Non-Hedging Party by adjusting the terms of the Transaction to reflect the economic effect of the Hedging Party not incurring costs (based on a stock loan rate no greater than the Initial Stock Loan Rate) related to a market borrow of Shares as a result of such rehypothecation including for the avoidance of doubt any funding benefit received by Hedging Party in respect of collateral that would have otherwise been pledged to a stock lender.

		If any termination pursuant to this provision is for a number of Shares than the full Number of Shares for all outstanding Components, such partial termination shall be allocated pro rata to such outstanding Components.”

		If an event or circumstance that would otherwise constitute or give rise to a Hedging Disruption also constitutes an Increased Cost of Stock Borrow, it will be treated as an Increased Cost of Stock Borrow and will not constitute a Hedging Disruption. Section 12.9(b)(viii) of the Equity Definitions is hereby deleted.

Maximum Stock Loan Rate:		150 basis points

Initial Stock Loan Rate:		50 basis points

Hedging Party:		Bank (for all Additional Disruption Events)

Determining Party:		Bank (for all Extraordinary Events and deemed Extraordinary Events)


Non-Reliance:		Applicable

Agreements and Acknowledgments Regarding Hedging Activities:		Applicable

Additional Acknowledgments:		Applicable; provided that, notwithstanding Section 9.11 of the Equity Definitions, Excluded Transfer Restrictions, as defined in the Pledge Agreement, shall be deemed not to be a breach or violation of such Section 9.11. For the avoidance of doubt, Party B does not make the representations in Section 9.11 of the Equity Definitions with respect to the Delivery of Shares pursuant to Section 5(a) of the Pledge Agreement.

Adjustment and Termination Consultation:		Upon the occurrence of any event that would permit Bank (whether in its capacity as Calculation Agent, Determining Party or Hedging Party) to adjust the terms of the Transaction or terminate the Transaction, prior to making such adjustment or effecting such termination, Bank shall use its reasonable efforts to consult with Counterparty in good faith regarding such adjustment or termination. The foregoing shall not (i) limit the rights of Bank to make such adjustment or effect such termination at any time or (ii) obligate Bank to delay, or continue delaying, making such adjustment or effecting such termination at any time (in each case, whether in Bank’s capacity as Calculation Agent, Determining Party or Hedging Party).

Miscellaneous:

Calculation of Close-out Amount and Cancellation Amount:		In determining a “Close-out Amount” or “Cancellation Amount” pursuant to the Agreement, in respect of any Transaction, the Determining Party may also rely on the price at which Bank unwinds its Hedge Positions acting in good faith and in a commercially reasonable manner as a factor in the calculation of the Close-out Amount or Cancellation Amount.

ISDA Based Termination:		In the event of a cancellation of the Transaction in accordance with “Cancellation and Payment” under the Equity Definitions or a termination following an Additional Disruption Event, the Transaction shall be terminated in one or more Components, as determined by the Determining Party, in order to allow for an orderly unwind of Bank’s Hedge Positions.

Contracts:		The Agreement, this Confirmation, the Custodial Services Agreement, the Pledge Agreement and the Account Control Agreement. In the event of any inconsistency between this Confirmation and the other Contracts, this Confirmation will govern.

Payment and Delivery Netting:		Any payment and/or delivery obligation of a party under the Contracts shall automatically be netted against any payment (in the same currency) and/or delivery obligation (in respect of the same type of asset) to be performed on the same day by the other party under the Contracts, so that only the party whose payment or delivery obligation is greater than the other party’s payment or delivery obligation shall deliver the excess to the other party, as the case may be.


		For any Component, if (x) on the applicable Cash Settlement Payment Date (if Cash Settlement is applicable), Counterparty owes any amount to Bank, (y) on the applicable Settlement Date (if Cash Settlement is not applicable), Counterparty is required to deliver any Shares to Bank or (z) on any date, Counterparty is obligated to pay or deliver to Bank a cash or non-cash distribution, unless Counterparty shall have otherwise timely satisfied such obligations, Counterparty hereby authorizes and directs Bank to (i) pay or cause to be paid to Bank, from the Secured Custody Account, cash for any amount owed pursuant to clause (x) above or cash distribution owed pursuant to clause (z) above or (ii) deliver or cause to be delivered to Bank or an affiliate of Bank designated by Bank, from the Secured Custody Account, Shares or non-cash distributions for any Shares required to be delivered pursuant to clause (y) above or non-cash distributions required to be delivered pursuant to clause (z) above, as applicable, in each case, to the extent of and in satisfaction of Counterparty’s obligations with respect to such Component.

Calculation Agent:		Bank; provided that if an Event of Default under Section 5(a)(vii) of the Agreement has occurred and is continuing in respect of which Bank is the sole Defaulting Party, then the Counterparty may appoint a leading equity derivatives dealer unaffiliated with Counterparty to act as Calculation Agent for so long as such Event of Default in respect of Bank is continuing (unless an Event of Default or Termination Event has occurred and is continuing with respect to Counterparty, in which case Bank will remain or become the Calculation Agent). All calculations and determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable manner and following any calculation, adjustment or determination by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent shall promptly provide to Counterparty a report displaying in reasonable detail the basis for such calculation, adjustment or determination (including any assumptions used in making such calculation, adjustment or determination), it being understood that the Calculation Agent shall not be obligated to disclose any proprietary models or proprietary or confidential information used by it for such calculation, adjustment or determination.

Office:		For the purposes of the Transaction, neither Party A nor Party B is a Multibranch Party.

Transfer:		Notwithstanding Section 7 of the Agreement, Party A may assign its rights and delegate its obligations under the Transaction in whole and not in part to an Affiliate of Party A; provided that (i) Party B does not anticipate that it or any of its Affiliates would suffer adverse tax or other material consequences from such assignment or delegation, and (ii) the long term debt or deposit rating of such Affiliate (or a guarantor of such Affiliate) is the same or better than the long term debt or deposit rating of Party A.

Settlement Instructions for Party A:		To be advised


Settlement Instructions for Party B:	To be advised

Process Agent:	For the purposes of Section 13(c ) of the Agreement, Counterparty appoints as its Process Agent: Discovery Communications, LLC, located at 850 Third Avenue, New York, NY 10022.

Notices:	TO PARTY A:

	Bank of America, N.A.
	c/o Bank of America Merrill Lynch
	2 King Edward Street
	London, EC1A 1HQ, UK
	Attention: Strategic Equity Solutions Group
	Facsimile No: +44 20 7996 2030

	With mandatory e-mail to all of the following addresses:
	E-mail: sambacor.ndiaye@baml.com,
	kevin.e.o’sullivan@baml.com, sem.hamzaoui@baml.com,
	ekaterina.sidorenko@baml.com, francois.lu@baml.com,
	yury.d.mulman@baml.com

	TO PARTY B:

	Discovery Lightning Investments Limited
	Discovery House, Chiswick Park Building 2
	566 Chiswick High Road
	London W4 5YB
	Facsimile:	+44 20 8811 3310
	Attention:	Roanne Weekes, SVP DNI Finance and Director

	With a copy to

	Discovery Communications, LLC
	850 Third Avenue
	New York, NY 10022
	Facsimile:	212-548-5848
	Attention:	Bruce Campbell, Chief Development,
		Distribution and Legal Officer

	Shearman & Sterling LLP
	599 Lexington Avenue,
	New York, NY 10022
	Facsimile:	646-848-7367
	Attention:	Patrick Clancy, Donna Parisi, Harald Halbhuber

	With mandatory email to all of the following addresses: E-mail: stephanie_marks@discovery.com, eugenia_collis@discovery.com, renee_valerino@discovery.com, roanne_weekes@discovery.com, dparisi@shearman.com, harald.halbhuber@shearman.com, patrick.clancy@shearman.com

	Where a notice from Party A (x) relates to termination or cancellation of any part of the Transaction, or to Close-out Amounts or Cancellation Amounts or (y) is an initial Borrow Condition Notice, Party A will telephone the following number with the aim to confirm receipt of the notice by at least one of the above-referenced Discovery Lightning Investments Limited named contacts, it being understood that any failure to reach a contact after telephoning such number shall not invalidate any such notice: +1 240 662 2000.


Representations, Warranties and Undertakings:	Party B represents, warrants and undertakes to Party A that:
	(a)	Party B is acting for its own account and not as agent for any other person;

	(b)	Party B will make all disclosures required of it and comply in all material respects with all applicable law and regulation including under the EU Directive on insider dealing, market abuse or market manipulation (this representation and warranty shall be made on the Trade Date and repeated on each day Party B delivers a notice of optional early termination or takes any affirmative action hereunder (including, without limitation, the election of Physical Settlement));

	(c)	Party B is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and is in good standing and has the power to execute, deliver and perform its obligations under the agreements described herein (and any other related documents) and has taken all necessary action to authorise such execution, delivery and performance;

	(d)	Neither Party A nor its Affiliates is acting as a fiduciary for or an adviser to it in respect of the Transaction; and

	(e)	Party B’s execution, delivery and performance under the Contracts does not conflict with Party B’s constitutional documents, the law of the jurisdiction of Party B’s incorporation or any material contract to which Party B is a party.

	Party B acknowledges that Party A is entering into the Transactions in reliance on Party B making the above representations.

Party B Covenants:	Party A and Party B agree that Party B and Party B’s employees, representatives, or other agents are authorized to disclose to any and all persons, without limitation of any kind, the U.S. Federal income tax treatment and U.S. Federal income tax structure of the transaction and all analyses that have been provided to Party B relating to such tax treatment and tax structure.

Secured Custody Account:	The securities (and related cash) custody account opened by Custodian in the name of Party B with account number 602976.1.

Custodial Services Agreement:	The agreement between Party B and Bank of America, N.A., as custodian (“Custodian”) dated November 9, 2015, as amended from time to time, pursuant to which Custodian agrees to provide certain custodial services to Party B, including in relation to the Shares and the Secured Custody Account.

Pledge Agreement:	The pledge agreement between Party A and Party B, dated November 12, 2015, pursuant to which the Shares and the


		Secured Custody Account are pledged in favor of Party A. The Pledge Agreement shall be a Credit Support Document in respect of Party B.

Underwriting Agreement:		The Underwriting Agreement, dated the date hereof, among the Issuer, Counterparty, Liberty Global Incorporated Limited, Bank and J.P. Morgan Securities LLC (the “Block Bank”).

Account Control Agreement:		The Account Control Agreement, dated November 9, 2015, among Counterparty, Bank and Custodian.

Other Provisions

(a) Conditions to Effectiveness. The effectiveness of this Confirmation on the Effective Date shall be subject to the satisfaction (or waiver by Bank) of the following conditions:

(i) all of the conditions set forth in Section 11 of the Underwriting Agreement shall have been satisfied;

(ii) the representations and warranties of Counterparty and Issuer contained in the Underwriting Agreement and any certificate delivered pursuant thereto by Counterparty or Issuer shall be true and correct on the Effective Date as if made on the Effective Date;

(iii) each of Counterparty and Issuer shall have performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Effective Date;

(iv) all of the representations and warranties of Counterparty hereunder and under the Agreement shall be true and correct on the Effective Date as if made on the Effective Date; and

(v) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to the Effective Date.

If delivery of the Offered Securities (as such term is defined in the Underwriting Agreement) against the payment therefor shall not have occurred by the Closing Date (as such term is defined in the Underwriting Agreement) or such later date determined by Bank, the parties shall have no further obligations in connection with the Transaction, other than in respect of breaches of representations or covenants on or prior to such date.

(b) Excess Delta Provisions. If at any time on any day on or after the Closing Date (as such term is defined in the Underwriting Agreement):

(A) the Calculation Agent determines that the number of Shares that Bank theoretically would be short in order to hedge the equity price risk for all Components (such number of Shares, Bank’s “Theoretical Delta”) exceeds the total number of Shares then sold pursuant to the registration statement as contemplated in the Underwriting Agreement for a period of time Bank reasonably determines is material, and

(B) such day is an Excluded Day,

then the Calculation Agent shall notify Counterparty of the existence of such excess delta and Bank shall have the right to elect, after reasonable efforts to consult with Counterparty (it being understood that such consultation shall not (x) limit the rights of Bank to make such election or (ii) obligate Bank to delay, or continue delaying, making such election), to reduce the Total Number of Shares hereunder (in which case the Number of Options for each Component shall be proportionately reduced) such that the Total Number of Shares is equal to the number of Shares sold pursuant to the registration statement as contemplated by the Underwriting Agreement prior to such time, and, in such event, the Calculation Agent shall make any other commercially reasonable adjustments to the terms of the Transaction as appropriate to preserve the fair value of the Transaction to the parties (including, without limitation, adjusting for Bank’s gain or loss resulting from its inability to hedge its position in relation to the Transaction based on its Theoretical Delta through that time).

“Excluded Day” shall mean (i) any Suspension Day (as defined in the Underwriting Agreement), (ii) any day on which Bank has not received the deliverables contemplated by Section 6(g) or 6(h) of the Underwriting Agreement or with respect to which the Issuer has not satisfied its obligations under Section 6(i) of the Underwriting Agreement, in each case in form and substance reasonably satisfactory to Bank, until such deliverables are delivered and such obligations are satisfied and (iii) any day on which Bank reasonably believes, based on the advice of counsel, that there is a material risk the registration statement contains a material misstatement or omission.

(c) Final Sale Date. If Bank and its affiliates are unable, after using good faith efforts, to complete the sale of the Total Number of Shares hereunder pursuant to the Underwriting Agreement on or prior to 31 December 2015 (the “Final Sale Date”) for any reason, including as a result of the occurrence of one or more Excluded Days, then Bank shall have the right to elect, after reasonable efforts to consult with Counterparty (it being understood that such consultation shall not (x) limit the rights of Bank to make such election or (ii) obligate Bank to delay, or continue delaying, making such election), that (1) the Final Sale Date shall be extended to a date reasonably determined by Bank or (2) the sale of Shares pursuant to the Underwriting Agreement shall cease on the Final Sale Date. If Bank makes the election described in clause (2) of the immediately preceding sentence, then the Calculation Agent shall reduce the Total Number of Shares hereunder (in which case the Number of Options for each Component shall be proportionately reduced) such that the Total Number of Shares is equal to the number of Shares sold pursuant to the registration statement as contemplated by the Underwriting Agreement prior to such time, and, in such event, the Calculation Agent shall, after reasonable efforts to consult with Counterparty (it being understood that such consultation shall not (x) limit the rights of the Calculation Agent to make such adjustments or (ii) obligate the Calculation Agent to delay, or continue delaying, making such adjustments), make any other commercially reasonable adjustments to the terms of the Transaction as appropriate to preserve the fair value of the Transaction to the parties (including, without limitation, adjusting to reflect any gain actually realized or loss actually suffered by Bank or its affiliates in connection with unwinding, adjusting or establishing any hedge positions relating to the Transaction as a result of such reduction).

Until Bank has completed the sale of the excess of the Total Number of Shares over the Offered Securities under the registration statement as contemplated by the Underwriting Agreement, promptly following the close of business on the last Scheduled Trading Day of each calendar week, Bank shall notify Counterparty of the number of Shares (other than Offered Securities) so sold during that week.

(d) Additional Representations and Agreements. In addition to the representations, warranties and agreements contained above, Counterparty represents and warrants on the Trade Date to and for the benefit of, and agrees with, Bank as follows:

(i) Counterparty is not entering into the Transaction or taking, nor will it take, any action hereunder or in connection herewith (nor is Discovery Communications, Inc. or any subsidiary that is a direct or indirect parent company of Counterparty causing Counterparty to do any of the foregoing) “on the basis of” (as defined in Rule 10b5-1(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), any material nonpublic information concerning the Shares, or the business, operations or prospects of the Issuer;

(ii) Counterparty is an “eligible contract participant” (as such term is defined in the Commodity Exchange Act, as amended);

(iii) Counterparty is (A) an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”) and (B) understands and acknowledges that the Transaction has not been and will not be registered under the Securities Act;

(iv) Counterparty is a “qualified investor” within the meaning of Section 3(a)(54) of the Exchange Act;

(v) Counterparty is not, and after giving effect to the transactions contemplated hereby, will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(vi) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 million as of the Prepayment Date; and

(vii) Counterparty is not an “affiliate” of the Issuer within the meaning of the Bankruptcy Code (as defined below) and shall as promptly as practicable notify Bank if it becomes such an affiliate.

(e) Agreements and Acknowledgments Regarding Shares.

(i) Counterparty and Bank agree and acknowledge (but do not represent, warrant, or covenant) that Bank will sell (or cause its affiliates to sell) pursuant to a registration statement in the manner contemplated by the Underwriting Agreement, a number of Shares borrowed from third parties (up to the Total Number of Shares) and that Shares, if any, delivered by Counterparty to Bank pursuant to the Transaction may be used by Bank to settle such sales or close out open Share borrowings created in the course of Bank’s hedging activities related to its exposure under the Transaction without further registration under the Securities Act. Accordingly, Counterparty agrees that the Shares that it delivers to Bank on or prior to the Settlement Date or Cash Settlement Payment Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System;

(ii) Counterparty agrees that neither it nor Discovery Communications, Inc. or any subsidiary of Discovery Communications, Inc. will, directly or indirectly, bid for, purchase or attempt to induce any person to bid for or purchase, the Shares or securities that are convertible into, or exchangeable or exercisable for, Shares during any “restricted period” as such term is defined in Regulation M promulgated under the Exchange Act (“Regulation M”), except to the extent not prohibited by Regulation M; and

(iii) Counterparty is not entering into this Confirmation or making any election hereunder to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of applicable law.

(f) Additional Termination Events. Each of the following shall be an Additional Termination Event with respect to which the Transaction shall be the sole Affected Transaction. Counterparty shall be the sole Affected Party with respect to the event set forth in (i) and (ii) below:

(i) Bank determines in good faith, based on advice of counsel, that a material risk exists that Counterparty would be an “affiliate” of the Issuer within the meaning of the Bankruptcy Code (as defined below); or

(ii) On or prior to the Effective Date, the Initial Shares to be delivered to Bank pursuant to the Pledge Agreement have not been deposited in the Secured Custody Account in unrestricted form through the facilities of the Clearance System.

(g) Acknowledgments and Agreements as to Bankruptcy. The parties hereto intend and acknowledge that (A) Bank is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of Title 11 of the United States Code (the “Bankruptcy Code”), (B) this Confirmation is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “settlement payment” and/or “margin payment” and a “transfer” within the meaning of Sections 546(e) and 548(d) of the Bankruptcy Code, (C) this Confirmation is a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “transfer” within the meaning of Section 546(g) of the Bankruptcy Code, (D) the Pledge Agreement is a “security agreement or arrangement” or other “credit enhancement” that forms a part of and is related to such “securities contract” and such “swap agreement,” within the meaning of Section 362(b) of the Bankruptcy Code, (E) the rights given to Bank hereunder and under the Agreement and the Pledge Agreement upon the occurrence of an Event of Default with respect to the other party constitute “contractual rights” to cause the liquidation, termination or acceleration of, and to offset or net out termination values, payment amounts and other transfer obligations under or in connection with a “securities contract” and a “swap agreement” and “contractual rights” under a security agreement or arrangement forming a part of or related to a

“securities contract” and a “swap agreement,” as such terms are used in Sections 555, 560, 561, 362(b)(6) and 362(b)(17) of the Bankruptcy Code, and (F) Bank is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 546(g), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.

(h) Counterparty represents and warrants as of the Trade Date that it is solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the business in which it engages.

(i) Counterparty represents and warrants to Bank, and agrees with Bank that it will satisfy all applicable filing, reporting or other requirements, including Section 16, and Sections 13(d) and 13(g) of the Exchange Act with respect to the Shares and this Transaction. Counterparty agrees it will provide Bank with a copy of any report filed under the Exchange Act or other applicable securities laws in respect of the Transaction promptly upon filing thereof to the extent such report is not publicly available through EDGAR.

(j) Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Bank be entitled to receive or be deemed to receive, any Shares if, upon such receipt of such Shares by Bank, (x) Bank, its affiliates and each person subject to aggregation with Bank or its affiliates (collectively, and together with any group referenced in clause (y) below, a “Bank Person”) under Section 13 or 16 of the Exchange Act and rules promulgated thereunder or under any other federal, state or local (including non-U.S.) laws, regulations, regulatory orders or organizational documents or contracts of the Issuer that are, in each case, applicable to ownership of Shares or (y) any “group” (in each case, within the meaning of Section 13 and 16 of the Exchange Act and the rules promulgated thereunder) or persons acting jointly or in concert (within the meaning of Section 91 of the Securities Act (Ontario) or corresponding provisions of the securities laws of other Canadian jurisdictions) that includes (or may be deemed to include) Bank or its affiliates, would own, “beneficially own” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder), acquire beneficial ownership (within the meaning of Section 90 of the Securities Act (Ontario) or corresponding provisions of the securities laws of other Canadian jurisdictions), constructively own, control, hold the power to vote, or otherwise meet a relevant definition of ownership with respect to (A) a number of Shares in excess of 9.0% of the outstanding Shares in the case of Section 13 or 16 of the Exchange Act or (B) a number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a local, state, federal or non-U.S. regulator) of a Bank Person, or could result in an adverse effect on a Bank Person, as determined by Bank in its reasonable discretion (in each case, an “Excess Ownership Position”). If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation or election to effect such delivery shall not be extinguished and Counterparty shall effect such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, Bank gives notice to Counterparty that such delivery would not result in an Excess Ownership Position. The inability of Bank to receive or be deemed to receive Shares shall not result in Bank having a termination right pursuant to Hedging Disruption, Increased Cost of Stock Borrow or otherwise.

(k) Designation by Bank. Bank (the “Designator”) may designate any of its affiliates (the “Designee”) to deliver or take delivery, as the case may be, and otherwise perform its obligations to deliver or take delivery of, as the case may be, any Shares in respect of this Transaction. Such designation shall not relieve the Designator of any of its obligations hereunder. Notwithstanding the previous sentence, if the Designee shall have performed the obligations of the Designator hereunder, then the Designator shall be discharged of its obligations to Counterparty to the extent of such performance.

(l) Consent to Disclosure within Bank and its Affiliates. Counterparty consents to Bank effecting such disclosure as it may deem appropriate to enable it to transfer Counterparty’s records and information to process and execute Counterparty’s instructions with respect to the Transaction or pursuant to any related agreements, or in pursuance of Counterparty’s commercial interests, to any of its affiliates. For the avoidance of doubt, Counterparty’s consent to disclosure includes the right on the part of Bank to allow access to any intended recipient of Counterparty’s information, to the records of Bank by any means.

(m) Tax Matters

(i) FATCA. “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations

or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax (as defined in the Agreement) the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.

(ii) Tax Documentation

(a) Counterparty shall provide to Bank a properly completed U.S. Internal Revenue Service Form W-8BEN-E (or any successor of such Form), and any required attachments thereto, (i) upon execution of this Agreement, (2) promptly upon reasonable demand by Bank, and (3) promptly upon learning that the information on any such previously delivered form has become invalid, inaccurate or incorrect.

(b) Bank shall provide to Counterparty a properly completed U.S. Internal Revenue Service Form W-9 (or any successor of such Form), and any required attachments thereto, (i) upon execution of this Agreement, (2) promptly upon reasonable demand by Counterparty, and (3) promptly upon learning that the information on any such previously delivered form has become invalid, inaccurate or incorrect.

(iii) Tax Representations

(a) Counterparty represents to Bank that Counterparty is organized under the laws of England and Wales and is classified as a corporation for U.S. federal income tax purposes.

(b) Bank represents to Counterparty that it is a national banking association organized and existing under the laws of the United States.

(n) USA PATRIOT Act Required Notice. Bank hereby notifies Counterparty that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA PATRIOT Act”), it is required to obtain, verify and record information that identifies Counterparty, which information includes the name and address of Counterparty and other information that will allow Bank to identify Counterparty in accordance with the USA PATRIOT Act. Counterparty shall, promptly following a request by Bank, provide all documentation and other information that Bank requests in order to comply with its ongoing obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(o) Wall Street Transparency and Accountability Act of 2010. The parties hereby agree that none of (i) Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), (ii) any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (iii) the enactment of WSTAA or any regulation under the WSTAA, (iv) any requirement under WSTAA nor (v) an amendment made by WSTAA, shall limit or otherwise impair either party’s rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation or the Equity Definitions incorporated herein and therein, or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Stock Borrow or Illegality (as defined in the Agreement)).

(p) Interpretive Letter. The parties intend for this confirmation to constitute a “Contract” as described in the letter dated October 6, 2003 submitted by Robert W. Reeder and Leslie N. Silverman to Paula Dubberly of the staff of the Securities and Exchange Commission (the “Staff”) to which the Staff responded in an interpretative letter dated October 9, 2003 (the “Interpretive Letter”).

(q) GOVERNING LAW. THIS CONFIRMATION AND THE AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING HERETO SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE).

(r) SUBMISSION TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONFIRMATION OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(s) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS CONFIRMATION HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS CONFIRMATION OR THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO, OR THE ACTIONS OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(t) ISDA 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol (the “2013 Protocol”). The parties hereby agree and acknowledge that they have each adhered to the 2013 Protocol, that for the purpose of compliance with EMIR, this Confirmation will be considered a Covered Master Agreement, and that the provisions in Parts I to III of the Attachment to the 2013 Protocol are incorporated into this Agreement, in accordance with the terms of the 2013 Protocol and the parties’ Adherence Letters (as if the date of this Confirmation were the Implementation Date). Terms used but not defined in this paragraph shall have the meanings given to them in the 2013 Protocol.

[Signature Page Follows]

Please confirm your agreement with the foregoing by executing this Confirmation and returning such Confirmation, in its entirety, to us.


Yours sincerely,

BANK OF AMERICA, N.A.

By:

Name:		Yuay Mulman
Title:		Director

[Signature Page to Confirmation]


Accepted and agreed to:

DISCOVERY LIGHTNING INVESTMENTS LIMITED

By:


Name:

Title:

[Signature Page to Confirmation]

ANNEX 1

EBD = Exchange Business Day

Tranche 1

Tenor: 45 months

Trade Date: November 12, 2015


Component	Number of Options	Put Strike Percentage			Call Strike Percentage			Expiration Date
1.	33,334.00		85	%		135	%	Thu-25-Jul-2019
2.	33,334.00		85	%		135	%	Fri-26-Jul-2019
3.	33,334.00		85	%		135	%	Mon-29-Jul-2019
4.	33,334.00		85	%		135	%	Tue-30-Jul-2019
5.	33,334.00		85	%		135	%	Wed-31-Jul-2019
6.	33,334.00		85	%		135	%	Thu-1-Aug-2019
7.	33,334.00		85	%		135	%	Fri-2-Aug-2019
8.	33,334.00		85	%		135	%	Mon-5-Aug-2019
9.	33,334.00		85	%		135	%	Tue-6-Aug-2019
10.	33,334.00		85	%		135	%	Wed-7-Aug-2019
11.	33,334.00		85	%		135	%	Thu-8-Aug-2019
12.	33,334.00		85	%		135	%	Fri-9-Aug-2019
13.	33,334.00		85	%		135	%	Mon-12-Aug-2019
14.	33,334.00		85	%		135	%	Tue-13-Aug-2019
15.	33,334.00		85	%		135	%	Wed-14-Aug-2019
16.	33,334.00		85	%		135	%	Thu-15-Aug-2019
17.	33,334.00		85	%		135	%	Fri-16-Aug-2019
18.	33,334.00		85	%		135	%	Mon-19-Aug-2019
19.	33,334.00		85	%		135	%	Tue-20-Aug-2019
20.	33,334.00		85	%		135	%	Wed-21-Aug-2019
21.	33,334.00		85	%		135	%	Thu-22-Aug-2019
22.	33,334.00		85	%		135	%	Fri-23-Aug-2019
23.	33,334.00		85	%		135	%	Mon-26-Aug-2019
24.	33,334.00		85	%		135	%	Tue-27-Aug-2019
25.	33,317.00		85	%		135	%	Wed-28-Aug-2019

Tranche 2

Tenor: 60 months

Trade Date: November 12, 2015


Component	Number of Options	Put Strike Percentage			Call Strike Percentage			Expiration Date
26.	33,334.00		85	%		135	%	Fri-23-Oct-2020
27.	33,334.00		85	%		135	%	Mon-26-Oct-2020
28.	33,334.00		85	%		135	%	Tue-27-Oct-2020
29.	33,334.00		85	%		135	%	Wed-28-Oct-2020
30.	33,334.00		85	%		135	%	Thu-29-Oct-2020
31.	33,334.00		85	%		135	%	Fri-30-Oct-2020
32.	33,334.00		85	%		135	%	Mon-2-Nov-2020
33.	33,334.00		85	%		135	%	Tue-3-Nov-2020
34.	33,334.00		85	%		135	%	Wed-4-Nov-2020
35.	33,334.00		85	%		135	%	Thu-5-Nov-2020
36.	33,334.00		85	%		135	%	Fri-6-Nov-2020
37.	33,334.00		85	%		135	%	Mon-9-Nov-2020
38.	33,334.00		85	%		135	%	Tue-10-Nov-2020
39.	33,334.00		85	%		135	%	Thu-12-Nov-2020
40.	33,334.00		85	%		135	%	Fri-13-Nov-2020
41.	33,334.00		85	%		135	%	Mon-16-Nov-2020
42.	33,334.00		85	%		135	%	Tue-17-Nov-2020
43.	33,334.00		85	%		135	%	Wed-18-Nov-2020
44.	33,334.00		85	%		135	%	Thu-19-Nov-2020
45.	33,334.00		85	%		135	%	Fri-20-Nov-2020
46.	33,334.00		85	%		135	%	Mon-23-Nov-2020
47.	33,334.00		85	%		135	%	Tue-24-Nov-2020
48.	33,334.00		85	%		135	%	Wed-25-Nov-2020
49.	33,334.00		85	%		135	%	Fri-27-Nov-2020
50.	33,317.00		85	%		135	%	Mon-30-Nov-2020

Tranche 3

Tenor: 75 months

Trade Date: November 12, 2015


Component	Number of Options	Put Strike Percentage			Call Strike Percentage			Expiration Date
51.	33,334.00		85	%		135	%	Tue-25-Jan-2022
52.	33,334.00		85	%		135	%	Wed-26-Jan-2022
53.	33,334.00		85	%		135	%	Thu-27-Jan-2022
54.	33,334.00		85	%		135	%	Fri-28-Jan-2022
55.	33,334.00		85	%		135	%	Mon-31-Jan-2022
56.	33,334.00		85	%		135	%	Tue-1-Feb-2022
57.	33,334.00		85	%		135	%	Wed-2-Feb-2022
58.	33,334.00		85	%		135	%	Thu-3-Feb-2022
59.	33,334.00		85	%		135	%	Fri-4-Feb-2022
60.	33,334.00		85	%		135	%	Mon-7-Feb-2022
61.	33,334.00		85	%		135	%	Tue-8-Feb-2022
62.	33,334.00		85	%		135	%	Wed-9-Feb-2022
63.	33,334.00		85	%		135	%	Thu-10-Feb-2022
64.	33,334.00		85	%		135	%	Fri-11-Feb-2022
65.	33,334.00		85	%		135	%	Mon-14-Feb-2022
66.	33,334.00		85	%		135	%	Tue-15-Feb-2022
67.	33,334.00		85	%		135	%	Wed-16-Feb-2022
68.	33,334.00		85	%		135	%	Thu-17-Feb-2022
69.	33,334.00		85	%		135	%	Fri-18-Feb-2022
70.	33,334.00		85	%		135	%	Tue-22-Feb-2022
71.	33,334.00		85	%		135	%	Wed-23-Feb-2022
72.	33,334.00		85	%		135	%	Thu-24-Feb-2022
73.	33,334.00		85	%		135	%	Fri-25-Feb-2022
74.	33,334.00		85	%		135	%	Mon-28-Feb-2022
75.	33,318.00		85	%		135	%	Tue-1-Mar-2022

ANNEX 2


Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered	Covered by Section 3(d)

Party B	A certified copy of the resolution of Party B’s Board of Directors (i) approving the terms of, the execution of and the entry into of the Confirmation and the other Contracts and (ii) delegating powers to specified individuals to enter into the same.	On or prior to the date of execution of the Confirmation and any amendment to the Confirmation.	Yes

Party B	Evidence of authority and specimen signatures of Party B in form and substance satisfactory to Bank.	On or prior to the date of execution of the Confirmation and any amendment to the Confirmation.	Yes

Party B	Evidence of appointment of Process Agent of Party B in form and substance satisfactory to Bank.	On or prior to the date of execution of the Confirmation and any amendment to the Confirmation.	Yes

Party B	Certified copies of all organizational documents of Party B, together with evidence that Party B is duly formed, validly existing and in good standing (where available) in its jurisdiction of organization.	On or prior to the date of execution of the Confirmation and any amendment to the Confirmation.	Yes

Party B	Legal opinions in form of Appendix A hereto.	On or prior to the date of execution of the Confirmation.	No

Address of

Business/Principal

Office

Principal

Business/Occupation

Jurisdiction of

Organization/Citizenship

Discovery

Communications,
Inc.

One Discovery Place

Silver Spring, Maryland
20910

Global Media Company

Discovery Lightning

Investments Ltd.

566 Chiswick High
Road, Discovery House,
Chiswick Park Building

2, London, United

Kingdom W4 5YB

Holding investment in
Issuer

United Kingdom