SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Lions Gate Entertainment Corp.

(Name of Issuer)

Class A Voting Shares, no par value

(Title of Class of Securities)

535919401

(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)

March 24, 2020

(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).

Page 1 of 10

CUSIP NO. 535919401

1.	Name of Reporting Person   Discovery, Inc.
2.	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒
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   2,500,000
		9.	Sole Dispositive Power   0
		10.	Shared Dispositive Power   2,500,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,500,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☒ (1)
13.	Percent of Class Represented by Amount in Row (11)   2.99% (2)
14.	Type of Reporting Person   CO

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

(2). All percentages are based on 83,697,458 Class A Voting Shares outstanding as of February 3, 2020, based on information contained in the Issuer’s Form 10-Q, as filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2020.

Page 2 of 10

CUSIP NO. 535919401

1.	Name of Reporting Person   Discovery Lightning Investments Ltd.
2.	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒
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   2,500,000
		8.	Shared Voting Power   0
		9.	Sole Dispositive Power   2,500,000
		10.	Shared Dispositive Power   0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,500,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☒ (1)
13.	Percent of Class Represented by Amount in Row (11)   2.99% (2)
14.	Type of Reporting Person   CO

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

(2). All percentages are based on 83,697,458 Class A Voting Shares outstanding as of February 3, 2020, based on information contained in the Issuer’s Form 10-Q, as filed with the SEC on February 2, 2020.

Page 3 of 10

AMENDMENT NO. 4 TO SCHEDULE 13D

This Amendment to Schedule 13D is being filed jointly by Discovery, Inc. (“DCI”) and Discovery Lightning Investments Ltd. (“DLI”) (collectively, the “Reporting Persons”, and each, a “Reporting Person”) to amend and supplement the Schedule 13D (the “Schedule”) filed by the original Reporting Persons on November 20, 2015, as amended by Amendment No. 1, filed on July 1, 2016, relating to the Common Shares, no par value, of the Issuer (the “Common Shares”), Amendment No. 2, filed on February 10, 2017, relating to the reclassification (the “Reclassification”) of each Common Share into 0.5 Class A voting share, no par value (the “Class A Voting Shares”) and 0.5 Class B non-voting share, no par value (the “Class B Non-Voting Shares”), and Amendment No. 3, filed on August 30, 2019. This Amendment to Schedule 13D is being filed to report the updated beneficial ownership of the Reporting Persons following the cancellation of certain transactions under the Collar Transaction (as defined below).

Item 2 Identity and Background

Item 2 is hereby amended by amending and restating Annex A to read in its entirety as set forth in the Annex A attached to this amendment.

Item 5 Interest in Securities of the Issuer

Item 5 is hereby amended to read in its entirety as follows:

All references to percentage beneficial ownership in Item 1 and this Item 5 are calculated by reference only to the Class A Voting Shares and without reference to the Class B Non-Voting Shares. Reference to the Class B Non-Voting Shares in this Item 5 is made supplementally and for informational purposes only.

(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 Amendment No. 4 to Schedule 13D that relate to the aggregate number and percentage of Class A Voting Shares (including but not limited to footnotes to such information) are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Amendment No. 4 to Schedule 13D that relate to the number of Class A Voting 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 2,500,000 Class A Voting Shares of the Issuer directly. Because DLI is an indirect wholly-owned subsidiary of DCI, DCI may be deemed to beneficially own the 2,500,000 Class A Voting Shares held directly by DLI, and share voting and investment power over such shares. ¹

DLI is required to vote the Class A Voting 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 of Amendment No. 1 to Schedule 13D, which is incorporated herein by reference. DLI is also subject to restrictions on the sale of its Class A Voting Shares pursuant to the Investor Rights Agreement (as defined in Item 6 of Amendment No. 1 to Schedule 13D). See the description of the Investor Rights Agreement in Item 6 of Amendment No. 1 to Schedule 13D, which are incorporated herein by reference.

¹  In addition, DLI holds 2,500,000 Class B Non-Voting Shares of the Issuer directly. Because DLI is an indirect wholly-owned subsidiary of DCI, DCI may be deemed to beneficially own the 2,500,000 Class B Non-Voting Shares held directly by DLI.

Page 4 of 10

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 of the Schedule, the Reporting Persons may be deemed to beneficially own and share voting power over the Class A Voting Shares owned by the Selling Shareholders, Liberty and John C. Malone and certain of their affiliates.

Based on Amendment Number 26 to Schedule 13D, filed with the SEC on March 17, 2020, by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management LLC, 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 19,120,624 Class A Voting Shares of the Issuer (approximately 22.8% of the total number of Class A Voting Shares outstanding).

Based on Amendment No. 3 to Schedule 13D filed with the SEC on August 28, 2019 by Liberty and Liberty Parent, Liberty Parent owns an aggregate of 2,500,000 Class A Voting Shares of the Issuer. Liberty is a wholly owned subsidiary of Liberty Parent.

The beneficial ownership information set forth above also does not include any securities of the Issuer beneficially owned by Daniel Sanchez, a director of DCI and a director of Liberty. According to a Form 4 filed by Mr. Sanchez on October 3, 2019, Mr. Sanchez beneficially owns 744 Class A Voting Shares and 789 Class B Non-Voting Shares of the Issuer.

(c) On March 17, 2020, the Collar Transaction was terminated and the remaining Tranche 2 and Tranche 3 transactions under the Collar Transaction were canceled, as described in Item 6 under “Collar Transaction”, which is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

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

The information under “Collar Transaction” in Item 6 is hereby amended by adding the following to the end thereof:

On March 17, 2020, pursuant to the Termination Agreement, dated as of March 17, 2020, by and between DLI and the Bank, effective March 17, 2020 (the “Termination Agreement”), the Collar Transaction was terminated and the remaining Tranche 2 and Tranche 3 transactions under the Collar Transaction were cancelled (the “Collar Termination”). In connection with the Collar Termination, DLI will receive an aggregate of $44,331,834.40 in cash from the Bank based on the volume weighted average price of the Class A Voting Shares between March 18, 2020 and March 24, 2020, pursuant to the terms of the Termination Agreement.

In connection with the Collar Termination, DLI’s pledge of 833,333 Class A Voting Shares and 833,334 Class B Non-Voting Shares under the Pledge Agreement was fully released and discharged.

Item 7 Material to be Filed as an Exhibit.

Item 7 is hereby amended by adding the following exhibits in appropriate numerical order.

Exhibit	Description
99.1.4	Joint Filing Agreement, dated as of March 26, 2020, by and between Discovery, Inc. and Discovery Lightning Investments Ltd.
99.9	Termination Agreement, dated as of March 17, 2020, by and between Discovery Lightning Investments Ltd. and Bank of America, N.A.
99.10	Limited Power of Attorney

Page 5 of 10

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: March 26, 2020

DISCOVERY, INC.
By:	/s/ Stephanie D. Marks
	Name: Stephanie D. Marks
	Title:   Senior Vice President, Securities Law and             Corporate Secretary
DISCOVERY LIGHTNING INVESTMENTS LTD.
By:	*
	Name: Roanne Weekes
	Title:   Director

* The undersigned, by signing her name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Ms. Weekes and filed herewith.

By:	/s/ Stephanie D. Marks
	Name: Stephanie D. Marks
	Title:   Attorney-in-Fact

Page 6 of 10

Annex A

Directors and Executive Officers of Discovery, Inc.

Name	Address of Business/Principal Office	Principal Business/Occupation	Citizenship
David M. Zaslav	8403 Colesville Rd. Silver Spring, Maryland 20910	Director, President and Chief Executive Officer	U.S.A.
Gunnar Wiedenfels	8403 Colesville Rd. Silver Spring, Maryland 20910	Senior Executive Vice President and Chief Financial Officer	German
Lori C. Locke	8403 Colesville Rd. Silver Spring, Maryland 20910	Executive Vice President and Chief Accounting Officer	U.S.A.
Jean-Briac Perrette	8403 Colesville Rd. Silver Spring, Maryland 20910	President and Chief Executive Officer, Discovery International	U.S.A./France
Adria Alpert Romm	8403 Colesville Rd. Silver Spring, Maryland 20910	Chief People and Culture Officer	U.S.A.
Bruce L. Campbell	8403 Colesville Rd. Silver Spring, Maryland 20910	Chief Development, Distribution & Legal Officer	U.S.A.
Peter Faricy	8403 Colesville Rd. Silver Spring, Maryland 20910	Chief Executive Officer, Global Direct-To-Consumer	U.S.A.
David C. Leavy	8403 Colesville Rd. Silver Spring, Maryland 20910	Chief Corporate Operating Officer	U.S.A.
Savalle C. Sims	8403 Colesville Rd. Silver Spring, Maryland 20910	Executive Vice President and General Counsel	U.S.A.
S. Decker Anstrom	8403 Colesville Rd. Silver Spring, Maryland 20910	Director	U.S.A.
Robert R. Beck	8403 Colesville Rd. Silver Spring, Maryland 20910	Director; Independent Financial Consultant	U.S.A.
Robert R. Bennett	8403 Colesville Rd. Silver Spring, Maryland 20910	Director; Managing Director of Hilltop Investments	U.S.A.

Page 7 of 10

Paul A. Gould	8403 Colesville Rd. Silver Spring, Maryland 20910	Director; Managing Director, Allen & Company, LLC	U.S.A.
Kenneth W. Lowe	8403 Colesville Rd. Silver Spring, Maryland 20910	Director	U.S.A.
John C. Malone	8403 Colesville Rd. Silver Spring, Maryland 20910	Director; Chairman of Liberty Media Corporation, Qurate Retail, Inc., Liberty Global plc, Liberty Expedia Holdings, Inc.; GCI Liberty, Inc.; Charter Communications, Inc.; and Liberty Broadband Corp.	U.S.A.
Robert J. Miron	8403 Colesville Rd. Silver Spring, Maryland 20910	Director and Chairman	U.S.A.
Steven A. Miron	8403 Colesville Rd. Silver Spring, Maryland 20910	Director; CEO of Advance/Newhouse Communications	U.S.A.
Daniel E. Sanchez	8403 Colesville Rd. Silver Spring, Maryland 20910	Director; Director, Lions Gate Entertainment Corp.	U.S.A.
Susan M. Swain	8403 Colesville Rd. Silver Spring, Maryland 20910	Director; Co-CEO and President, C-SPAN	U.S.A.
J. David Wargo	8403 Colesville Rd. 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
James T. Gibbons	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	Canada
Roanne Weekes	566 Chiswick High Road, Discovery House, Chiswick Park Building 2, London, United Kingdom W4 5YB	Director and Officer; Senior Vice President, DNI Controller	Australia

Mr. John C. Malone is also a director and chairman of the board of Liberty Parent and, based on Liberty Parent’s Schedule TO filed with the SEC on August 12, 2019, Mr. Malone holds shares representing

Page 8 of 10

approximately 28.3% of the votes of Liberty Parent. Other than Mr. Sanchez (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.

Page 9 of 10

EX-99.1.4

Exhibit 99.1.4

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: March 26, 2020

DISCOVERY, INC.
By:	/s/ Stephanie D. Marks
	Name: Stephanie D. Marks
	Title:   Senior Vice President, Securities Law and             Corporate Secretary
DISCOVERY LIGHTNING INVESTMENTS LTD.
By:	*
	Name: Roanne Weekes
	Title:   Director

* The undersigned, by signing her name hereto, executes this Joint Filing Agreement pursuant to the Limited Power of Attorney executed on behalf of Ms. Weekes and filed herewith.

By:	/s/ Stephanie D. Marks
	Name: Stephanie D. Marks
	Title:   Attorney-in-Fact

EX-99.9

Exhibit 99.9

TERMINATION AGREEMENT
dated as of 17 March 2020
Between
DISCOVERY LIGHTINING INVESTMENTS LIMITED and BANK OF AMERICA, N.A.
THIS TERMINATION AGREEMENT (this “Agreement”) with respect to the Collar Transaction (as defined below) is made as of 17 March 2020, between Discovery Lightning Investments Limited (“Counterparty”) and Bank of America, N.A. (“Bank”).
WHEREAS, Counterparty and Bank entered into a Collar Transaction (the “Collar Transaction”) pursuant to an ISDA confirmation dated as of 12 November 2015, which supplements, forms a part of, and is subject to an agreement in the form of the 2002 ISDA Master Agreement, pursuant to which Counterparty purchased put options from Bank and sold call options to Bank (as amended, modified, terminated or unwound from time to time, including the Calculation Agent Notice delivered 10 February 2017 the “Collar Confirmation”);
WHEREAS, Counterparty has requested full termination of the Collar Transactions;
NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows:
I. Defined Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Collar Confirmation.
2. Termination. Notwithstanding anything to the contrary in the Collar Confirmation, Counterparty and Bank agree that, effective on the date hereof, the Collar Transaction shall automatically terminate and all of the respective rights and obligations of the parties under the Collar Confirmation shall be terminated, cancelled and extinguished, and in connection therewith Bank shall be required to pay to Counterparty the Cash Settlement Amount on the Payment Date pursuant to Sections 3 and 4 below.
3. Payments and Deliveries. On the second Scheduled Trading Day following the final Averaging Date (as defined below) or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the “Payment Date”), Bank shall pay to Counterparty in immediately available funds cash in an amount equal to the Cash Settlement Amount. The “Cash Settlement Amount” shall mean an amount in US Dollars equal to the product of (i) the Put Strike Price minus the Termination VWAP (as defined below), (ii) the Number of Options remaining as on the date hereof, and (iii) the Unwind Price, as determined by Bank and specified according to the table set forth in Schedule A attached hereto. The “Unwind Price” means 98.68 per cent. (98.68%).
4. Valuation. “Averaging Date” means 18 March 2020 and each of the five Scheduled Trading Days thereafter (the period of consecutive Scheduled Trading Days from and including 18 March 2020 through the final Averaging Date being collectively referred to as the “Termination Valuation Period”); provided, however, that if any such date is a Disrupted Day in whole, such date shall not constitute an Averaging Date, and an additional Averaging Date shall occur on the Scheduled Trading Day after the date that would otherwise be the final Averaging Date in the case of a Disrupted Day in whole or in part. “Termination VWAP” means the weighted average price per share at which Bank, or an affiliate of Bank, closes out its hedge of the Shares during the Termination Valuation Period. Bank shall give notice to Counterparty of the final Averaging Date, the Termination VWAP, and the Cash Settlement Amount as well as the Payment Date thereof in the form of Schedule A no later than noon New York time on the Scheduled Trading Day following the final Averaging Date.
5. Representations and Warranties of Counterparty. Counterparty represents and warrants to Bank (and agrees with Bank in the case of Section 5(g)) on the date hereof that:
(a) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;
(b) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any internal policy of the Issuer applicable to it, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets;

(c) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;
(d) it 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;
(e) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar Jaws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));
(f) is not entering into this Agreement “on the basis of’ (as defined in Rule l0b5-1(b) under the Exchange Act, any material nonpublic information concerning the Shares, or the business, operations or prospects of the Issuer; and
(g) it is not entering into this Agreement to create actual or apparent trading activity in the Shares or to raise or depress or otherwise manipulate the price of the Shares or otherwise in violation of the Exchange Act.
6. Representations and Warranties of Bank. Bank represents and warrants to Counterparty on the date hereof that:
(a) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;
(b) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets;
(c) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
7. Account for Payment to Counterparty:
WIRING INSTRUCTIONS
Bank: Bank Mendes Gans
Currency: USD
Acct.: NL57BKMG0261335278
SWIFT: BKMGNL2A
8. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine).
9. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
10. No Reliance. etc. Counterparty confirms that it has relied on the advice of its own counsel and other advisors (to the extent it deems appropriate) with respect to any legal, tax, accounting, or regulatory consequences of this Agreement, that it has not relied on Bank or its affiliates in any respect in connection therewith, and that it will not hold Bank or its affiliates accountable for any such consequences.
11. Agreements and Acknowledgements Regarding Hedging. Counterparty acknowledges and agrees that: 2

(a) during the Termination Valuation Period, Bank and its Affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to this Agreement;
(b) Bank and its Affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to this Agreement;
(c) Bank shall make its own determination as to whether, when or in what manner any hedging or market activities in Shares shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to this Agreement; and
(d) any market activities of Bank and its Affiliates with respect to Shares may affect, inter alia, the market price and volatility of Shares, each in a manner that may be adverse to Counterparty.
[Signature Page Follows] 3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
Bank of America, N.A.
By:
Name: Chris Hutmaker
Title: Managing Director
Discovery Lightning Investments Limited
By:
Name:
Title:
[Signature Page to Termination Agreement]

SCHEDULE A
The finalized terms of this Agreement, notwithstanding those already stated above or defined according to the Collar Confirmation, have been determined by Bank according to the table below.
First Averaging Date
18 March 2020
Final Averaging Date
24 March 2020
Put Strike Price
$33.167
Termination VWAP
$[    ]
Number of Shares
1,666,667
Unwind Price
98.68 per cent. (98.68%)
Cash Settlement Amount
$[    ]
Payment Date
26 March 2020
Bank may (but is not obligated to) adjust the table above upon the occurrence of any event or condition that would have allowed Bank or the Calculation Agent to adjust the terms of the Collar Transactions under the Collar Confirmations.
A-I

EX-99.10

Exhibit 99.10

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints STEPHANIE D. MARKS and TARA L. SMITH, as the undersigned’s true and lawful attorney in fact with full power and authority as hereinafter described to:

(1)    execute for and on behalf of the undersigned, DISCOVERY LIGHTNING INVESTMENTS LTD (the “Company”), (a) Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”), (b) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder (including any amendments thereto) (a “Section 13 Schedule”) and (c) any Joint Filing Agreement or similar agreement with respect to the filing of any of the forms or schedules in (a) and (b) above;

(2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5 or Section 13 Schedule, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form or schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority;

(3)    seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions by the Company from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney in fact and approves and ratifies any such release of information; and

(4)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act. The undersigned acknowledges that the foregoing attorney in fact does not assume (i) any liability for the undersigned’s responsibility to comply with Section 13 or Section 16 of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 and a Section 13 Schedule with respect to the undersigned’s holdings of and transactions in securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24^th day of March, 2020.

/s/ Roanne Weekes

Discovery Lightning Investments LTD

By: Roanne Weekes

Its: Director

- 2 -