r- SUPREME i~ _

, -

0- BRITISH C:"!L' ,;,'1:'

IIANCOU -.- v"<'dIA

VER F' '7h\'

JUL 262010

No. S - 105285 Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

BETWEEN:

ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP and HIGH RIVER LIMITED PARTNERSHIP

PETITIONERS

AND:

LIONS GATE ENTERTAINMENT CORP., LIONS GATE ENTERTAINMENT INC., MARK H. RACHESKY, MHR FUND MANAGEMENT LLC, MHR INSTITUTIONAL PARTNERS III LP and KORNITZER CAPITAL MANAGEMENT, INC.

RESPONDENT

AMENDED PETITION TO THE COURT

This proceeding has been started by the petitioners for the relief set out in Part 1 below.

If you intend to respond to this petition, you or your lawyer must

(a) file a response to petition in Form 67 in the above-named registry of this court within the time for response to petition described below, and

(b) serve on the petitioners

(i) 2 copies of the filed response to petition, and

(ii) 2 copies of each filed affidavit on which you intend to rely at the hearing.

Orders, including orders granting the relief claimed, may be made against you, without any further notice to you, if you fail to file the response to petition within the time for response.

TIME FOR RESPONSE TO PETITION

A response to petition must be filed and served on the petitioners,

(a) if you reside anywhere within Canada, within 21 days after the date on which a copy of the filed petition was served on you,

(b) if you reside in the United States of America, within 35 days after the date on which a copy of the filed petition was served on you,

(c) if you reside elsewhere, within 49 days after the date on which a copy of the filed petition was served on you, or

(d) if the time for response has been set by order of the court, within that time.

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(1) The address of the registry is: 800 Smythe Street

Vancouver, BC V6Z 2E1

(2) The ADDRESS FOR SERVICE of

the petitioners is:

Fax number address for service (if any) of the petitioners

E-mail address for service (if any) of the petitioners:

c/o Farris, Vaughan, Wills & Murphy LLP 2500 - 700 West Georgia Street Vancouver, BC V7Y 1 B3

604-661-9349

randerson@farris.com

(3) The name and office address of the

petitioners' lawyer is:

Farris, Vaughan, Wills & Murphy LLP Barristers & Solicitors

2500 - 700 West Georgia Street Vancouver, British Columbia V7Y 1 B3 Attention: Robert S. Anderson, a.c.

-and-

Osler, Hoskin & Harcourt LLP P.O. Box 50

1 First Canadian Place Toronto, ON M5X 1 B8 Attention: Mark A. Gelowitz

Allan D. Coleman

Fax number address for service of the 604-661-9349

petitioners' lawyer is:

E-mail addressforservice(ifany)oftheranderson@farris.com petitioners': mgelowitz@osler.com acoleman@osler.com

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CLAIM OF THE PETITIONERS

PART 1:

ORDER(S) SOUGHT

1. an Order declaring that the affairs of the respondent, Lions Gate Entertainment Corp. ("Lions Gate"), are being and have been conducted, and that the powers of the directors of Lions Gate are being and have been exercised, in a manner oppressive to the shareholders of Lions Gate, including the petitioners;

2. an Order declaring that the series of transactions, all completed on July 20, 2010, pursuant to which:

a. the respondent Lions Gate Entertainment Inc. ("LGEI") exchanged US$36,009,OOO in aggregate principal amount of its 3.625% Convertible Senior Subordinated Notes due in 2025 (the "2025 Notes") and US$63,709,OOO in aggregate principal amount of its 2.9375% Convertible Senior Subordinated Notes due in 2024 (the "2024 Notes") held by the respondent Kornitzer Capital Management, Inc. ("Kornitzer") for new Convertible Senior Subordinated Notes due in 2026 and 2027 (collectively, the "New Notes");

b. the respondent MHR Institutional Partners III LP ("Institutional Partners III"), an affiliate of the respondent MHR Fund Management LLC ("MHR Fund"), controlled by the respondent Mark Rachesky ("Rachesky"), a director of Lions Gate, purchased the New Notes from Kornitzer for US$105,650,993.63; and

c. Institutional Partners III exercised the right to convert the New Notes into 16,236,305 common shares of Lions Gate (the "Impugned Shares") at a conversion price of US$6.20 per share;

(collectively, the "Impugned Transactions") were unfairly prejudicial to the shareholders of Lions Gate, including the petitioners;

3. an interim, interlocutory and permanent Order prohibiting Institutional Partners III from selling, transferring or otherwise disposing of or dealing with the Impugned Shares except pursuant to further Order of this Honourable Court;

4. an interim, interlocutory and permanent Order prohibiting Institutional Partners III from exercising any voting rights attached to the Impugned Shares except pursuant to further Order of this Honourable Court;

5. an interim, interlocutory and permanent Order prohibiting Lions Gate from issuing any securities except pursuant to further Order of this Honourable Court;

6. an Order setting aside the Impugned Transactions and directing:

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a. Lions Gate to purchase from Institutional Partners III and Institutional Partners III to sell to Lions Gate the Impugned Shares at a price of US$6.20 per share;

b. LGEI to issue to Kornitzer US$36,0009,OOO in aggregate principal amount of 2024 Notes and US$63,709,000 in aggregate principal amount of 2025 Notes;

c. Kornitzer to pay the amount of US$105,650,993.63 in cash to Institutional Partners III; and

d. Lions Gate to cancel the Impugned Shares and to amend its register to reflect the cancellation;

7. an Order compensating the petitioners;

8. the petitioners' costs of this petition, plus applicable taxes; and

9. such further and other relief as this Honourable Court may deem just.

PART 2:

FACTUAL BASIS

1. each of the petitioners is a limited partnership domiciled in the United States and indirectly controlled by Mr. Carllcahn, a resident of the State of New York;

2. Lions Gate is a corporation organized and existing under the laws of British Columbia with its registered office in Vancouver; Lions Gate's issued and outstanding common shares ("Common Shares") are listed and posted for trading on the NYSE;

3. each of the petitioners is a shareholder of Lions Gate;

4. collectively, the petitioners hold 44,472,451 Common Shares which, prior to the completion of the Impugned Transactions, represented approximately 37.9% of the Common Shares;

5. on July 20, 2010, the petitioners, together with Icahn Fund S.A. R.L., Daazi Holding BV., 7508921 Canada Inc. (collectively with the petitioners, the "Icahn Group") and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust, made an offer to purchase for cash up to all of the Common Shares for US$6.50 per Common Share (the "July zo" Offer");

6. among the stated intentions of the Icahn Group in making the July 20th Offer was to acquire sufficient Common Shares to ensure that the existing board of directors of Lions Gate would be removed at the 2010 annual general meeting of Lions Gate shareholders (the "2010 AGM") and replaced with directors to be nominated by the Icahn Group;

7. the July zo" Offer was commenced after the conclusion of a prior offer by the Icahn Group, commenced on March 1,2010 and completed on June 30, 2010 (the "March 15t Offer"), through and following which the Icahn Group increased its

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shareholding in Lions Gate from approximately 18.6% of the Common Shares to approximately 37.9%;1

8. immediately after the Icahn Group's announcement of the July zo" Offer, Lions Gate issued a press release announcing that it had exchanged the 2024 Notes and the 2025 Notes for the New Notes and that the New Notes had been converted into 16,236,205 Common Shares at a price of US$6.20 per share;

9. contrary to Lions Gate's disclosure obligations under British Columbia securities law, the Lions Gate press release did not disclose that:

a. the exchange of the 2024 Notes and 2025 Notes for the New Notes involved radical changes to the notes in a manner favourable to the noteholder without any legitimate business purpose; prior to the exchange, the 2024 Notes were not immediately convertible into Common Shares and the conversion rates for both the 2024 Notes and 2025 Notes were significantly out of the money, as the conversion rates for those notes were $11.50 per share for the 2024 Notes and $8.25 per share for the 2025 Notes;

b. the counterparty to the exchange of the 2024 Notes and 2025 Notes for the New Notes was not the same party who exercised the right to convert the New Notes into Common Shares, because the New Notes were sold prior to the conversion on the same day as the exchange transaction;

c. the purchaser of the New Notes was Institutional Partners III, controlled by Rachesky, a director of Lions Gate;

d. the conversion right of the New Notes was exercised by Institutional Partners III, the result of which was to increase the percentage of shares beneficially owned by Rachesky and/or entities controlled by him to 28.9% of the Common Shares;

e. the Impugned Transactions constituted a planned series of transactions intended to result in the issuance of 16,236,305 common shares to an entity controlled by Rachesky, for the purpose of, among other things, securing the election of the current Lions Gate Board at the 2010 AGM;

10. Rachesky and his affiliated entities have publicly declared their support for Lions Gate's management and the existing Lions Gate board of directors, of which Rachesky is a member;

11. in July 2009, Rachesky entered into an agreement with Lions Gate which provides him and his affiliated entities with rights and benefits not available to other Lions Gate shareholders in consideration for his support of the Lions Gate board;

The Common Shares acquired by the Icahn Group under the March 15t Offer increased its shareholding to approximately 33.9%. Thereafter, the Icahn Group purchased additional shares in the market to bring its total shareholdings to approximately 37.9%.

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12. prior to the Impugned Transactions, Rachesky and his affiliated entities owned 23,182,181 Common Shares, representing approximately 19.8% of the Common Shares;

13. after the Impugned Transactions, Rachesky and his affiliated entities now own 39,419,126 Common Shares, representing approximately 28.9% of the Common Shares;

14. the effect of the Impugned Transactions was therefore to increase the holdings of parties related to Lions Gate - Rachesky and his affiliated entities - and to dilute the holdings of the petitioners and all of the other Lions Gate shareholders;

15. in particular, the percentage of the Common Shares held by the petitioners declined from approximately 37.9% to approximately 33.5% as a consequence of the Impugned Transactions;

16. although the ostensible purpose for the Impugned Transactions put forward by Lions Gate was to "deleverage" the company, in fact, the actual and improper purpose was to further entrench the Lions Gate board and management by placing a substantial number of Common Shares in the friendly hands of related parties - Rachesky and his affiliated entities - and thereby eliminating the likelihood that the petitioners would be able to successfully replace the existing Lions Gate board through a shareholder vote at the 2010 AGM;

17. the Impugned Transactions are but the most recent of a series of acts taken by the Lions Gate board and management for the improper purpose of seeking to maintain their control over the company;

18. in particular, and without limiting the generality of the foregoing, the Lions Gate board adopted a tactical shareholder rights plan or "poison pill" on March 11, 2010 (the "First Poison Pili") in response to the Icahn Group's March 1 st Offer;

19. notwithstanding that the British Columbia Securities Commission issued an order on April 27, 2010 cease trading the rights issued under the First Poison Pill on the grounds that its continued operation would be contrary to the public interest - a decision that was upheld by the British Columbia Court of Appeal on May 7, 2010 in dismissing Lions Gate's appeal - the Lions Gate board unilaterally adopted a new poison pill on July 1, 2010 (the "Second Poison Pili");

20. the intention of the Lions Gate board in adopting both the First Poison Pill and the Second Poison Pill was to preclude the Icahn Group from acquiring further Common Shares for the purpose of fulfilling the Icahn Group's objective of removing and replacing the Lions Gate board through a shareholder vote at the 2010 AGM;

21. the reasonable expectation of Lions Gate shareholders, including the petitioners, was that the Lions Gate board would not enter into a transaction or set of transactions with related parties that would result in the issuance of shares to entities affiliated with a director of the Company for the improper purpose of ensuring that the directors would not be removed from their offices through a shareholder vote at the next AGM;

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22. the affairs of Lions Gate are being and have been conducted, and the powers of the directors of Lions Gate are being and have been exercised, in a manner oppressive to the shareholders of Lions Gate, including the petitioners;

23. the Impugned Transactions were unfairly prejudicial to the interests of Lions Gate shareholders, including the petitioners;

24. the Lions Gate board has failed to:

a. act honestly in good faith with a view to the best interests of the company; and

b. exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances;

25. such further and other grounds as counsel may advise and this Honourable Court permits.

PART 3:

LEGAL BASIS

1. sections 142 and 227 of the Business Corporations Act, S.B.C. 2002, c. 57, as amended;

2. section 10 of the Court Jurisdiction and Proceedings Transfer Act, S.B.C. 2003, c.28;

3. rules 1.3, 4.5, 10.4 and 17.1 of the Supreme Court Civil Rules, B.C. Reg. 168/2009, as amended.

PART 4:

MATERIAL TO BE RELIED ON

1. affidavit #1 of Michelle Adams July 23, 2010;

2. such further and other materials as counsel may advise and this Honourable Court permits.

The petitioners estimate that the hearing of the petitio~Wili take ;YS

Dated: July 26, 2010 §/~

Sighature

D petitioner

rgj Lawyer for petitioners Robert S. Anderson, Q.C.

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ENDORSEMENT ON ORIGINATING PLEADING OR PETITION FOR SERVICE OUTSIDE BRITISH COLUMBIA

The PETITIONERS, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP AND HIGH RIVER LIMITED PARTNERSHIP, claim the right to serve this petition on the RESPONDENTS, LIONS GATE ENTERTAINMENT INC., MARK H. RACHESKY, MHR FUND MANAGEMENT LLC, MHR INSTITUTIONAL PARTNERS III LP and KORNITZER CAPITAL MANAGEMENT, INC., outside British Columbia on the ground that the proceeding:

1. Concerns a business carried out in British Columbia; and lor

2. Is a claim for an injunction ordering a party to do or refrain from doing anything in British Columbia.

Being circumstances enumerated in Section 10 of the Court Jurisdiction and Proceedings Transfer Act, on which the petitioners rely.

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