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`SCHEDULE A
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`DEFINITIONS
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`1.
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`“Action” means In re Starz Appraisal, Consol. C.A. No. 12968-VCG,
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`in the Delaware Court of Chancery, and each constituent appraisal action
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`consolidated therein.
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`2.
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`3.
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`4.
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`“Starz” or the “Company” means Starz, the Respondent in the Action.
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`“Starz Stock” means Starz Series A or Series B common stock.
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`“You,” “Your,” “Yourself” and “Interactive Brokers” refer to
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`Interactive Brokers LLC its subsidiaries and affiliates, each of its present and
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`former executives, officers, directors, partners, employees, agents, attorneys,
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`consultants, and advisors, and all other Persons acting or purporting to act on its
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`behalf.
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`5.
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`“Beneficial Holder” and “Beneficial Holders” refer to the Persons
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`listed on Exhibit A hereto under the column titled “Beneficial Owner,” as well as
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`their subsidiaries and affiliates, predecessors, successors and assigns, each of their
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`present and former executives, officers, directors, partners, employees, agents,
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`attorneys, consultants, and advisors, and all other Persons acting or purporting to
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`act on their behalf.
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`6.
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`“Record Holder” and “Record Holders” refer to the Persons listed on
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`Exhibit A hereto under the column titled “Record Owner Signing Demand.”
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`EFiled: Nov 28 2017 10:55AM EST
`Transaction ID 61398239
`Case No. Multi-Case
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`7.
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`“Stockholder” and “Stockholders” refer to all Record Holders and
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`Beneficial Holders.
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`8.
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` “Cede” refers to Cede & Company, its subsidiaries and affiliates,
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`each of its present and former executives, officers, directors, partners, employees,
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`agents, attorneys, consultants, and advisors, and all other Persons acting or
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`purporting to act on its behalf.
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`9.
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`“CST” refers to CST Trust Company, its subsidiaries and affiliates,
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`each of its present and former executives, officers, directors, partners, employees,
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`agents, attorneys, consultants, and advisors, and all other Persons acting or
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`purporting to act on its behalf.
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`10.
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`“Merger Agreement” means the Agreement and Plan of Merger by
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`and among Lions Gate Entertainment Corp., Orion Arm Acquisition Inc., and Starz
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`dated June 30, 2016.
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`11.
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`“Transaction” means the transaction contemplated by the Merger
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`Agreement.
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`12.
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` “Communications” means any exchange of information by any
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`means of transmission, including, but not limited to, face-to-face conversations,
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`mail, electronic mail, instant messaging, text messaging, telegram, overnight
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`delivery, telephone, facsimile or telex.
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`2
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`13.
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`“Concerning” means relating to, referring to, describing, evidencing,
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`supporting or constituting.
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`14.
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` “Documents” or “document” shall have the broadest meaning
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`permitted under Court of Chancery Rule 34(a) and include all writings of any
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`nature whatsoever, whether originals or copies, including all non-identical copies
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`(whether different from the original because of notes made on or attached to them
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`or otherwise), whether drafts, preliminary, proposed or final versions, whether
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`printed, recorded, produced or reproduced by any other mechanical or electronic
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`process, whether written or produced by hand, within Your possession, custody or
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`control,
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`including without
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`limitation, contracts, agreements, arrangements,
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`understandings,
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`communications,
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`including
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`intra-bank
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`communications,
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`correspondence, telegrams, records, reports, studies, memoranda (including
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`memoranda of telephone, personal or intra-office conversations and memoranda of
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`conferences, notes, advertisements, notices, telex and facsimile communications),
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`telephone bills and records, cables, books, diaries, appraisals, forecasts, statistical
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`statements, accountants’ work papers, graphs, summaries, lists, tabulations,
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`calendars, charts, maps, diagrams, blueprints, tables, indices, pictures, recordings,
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`tapes, microfilms, charges, accounts, minutes, brochures, pamphlets, circulars,
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`trade letters, press releases, stenographic, handwritten or any other notes,
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`projections, working papers, checks, check stubs, receipts, invoice vouchers, tape
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`3
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`data sheets or data processing cards or disks, magnetic tapes, disks, drums,
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`promotional devices, or any other document or writings of whatever description,
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`including, without limitation, CD-ROMS, e-mails, instant messages, text messages
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`and any information contained in any computer or memory system, although not
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`yet printed out, or any material underlying, supporting or used in the preparation of
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`any such documents. “Documents” or “document” includes ESI.
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`15.
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` “ESI” means electronically stored information, electronically stored
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`data or electronic data, and is to be interpreted broadly to include all types of
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`information, regardless of the storage media (e.g., hard drive, CD-ROM, DVD,
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`disc, tape, thumb drive, etc.), that requires a computer or other machine to read or
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`process it.
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`16.
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`“Person” or “Persons” means natural persons, proprietorships,
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`corporations, partnerships,
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`trusts,
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`joint ventures, groups,
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`associations,
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`organizations, and all other entities.
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`17.
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` “Or” and “and” should be construed disjunctively and conjunctively
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`as necessary to bring within the scope of the request all documents that might
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`otherwise be construed to be outside of its scope, and “any” and “all” as used
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`herein shall include “each” and “every.”
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`4
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`18. The use of the singular form of any word includes the plural and vice
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`versa; and the use of the masculine gender shall include the feminine and neuter
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`genders and vice versa.
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`INSTRUCTIONS
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`1.
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`The Requests shall be deemed continuing so as to require prompt
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`amendment and supplementation in accordance with Court of Chancery Rule 26.
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`2.
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`If any document is withheld on the grounds of privilege, work product
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`protection, or otherwise, specifically identify the following: (i) the form of
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`document (e.g., memorandum, letter, note, electronic mail, etc.) that is being
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`withheld; (ii) the date of that document or, if no date appears thereon, the
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`approximate date the document was prepared; (iii) the identity of the author or
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`authors; (iv) the identity of the person or persons to whom the document is
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`addressed; (v) the identity of any recipient(s) of the document that appear on the
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`document as having received a copy; (vi) the identity of any attachment(s) to the
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`document and a statement of whether such attachment(s) have been produced; (vii)
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`the subject matter of the document; and (viii) the nature of the privilege or
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`immunity asserted, or the other grounds for withholding the document including, if
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`relevant, the attorney and client involved.
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`3. Whenever a document is not produced in full or is produced in
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`redacted form, so indicate on the document and state with particularity (in writing,
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`5
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`at the time of production) the reason or reasons it is not being produced in full and
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`describe to the best of Your knowledge, information and belief, and with as much
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`particularity as possible, those portions of the document which are not being
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`produced.
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`4.
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`If any information or data is withheld because such information or
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`data is stored only electronically, it is to be identified by the subject matter of the
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`information or data, the storage mode, and the place or places where such
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`information is maintained.
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`5.
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`Documents produced in response to the Requests shall be produced as
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`they are kept in the usual course of business or shall be organized and labeled to
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`indicate the specific Request(s) to which they respond. If multiple copies of a
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`document were prepared or if additional copies were made after the original
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`document was prepared, and if any such copies were not or are no longer identical
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`by reason of subsequent notation or modification of any kind, including notations
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`on the front or back of the document, such non-identical copies must be produced.
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`6.
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`The original of each document, or if the original is not in Your
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`custody, then one copy thereof should be produced. Any copy of a document that
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`varies in any way from the original or from any other copy of the document,
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`whether by reason of handwritten (or other) notation or any omission, shall
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`constitute a separate document that must be produced (regardless of whether the
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`6
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`original of such document is within Your possession, custody, or control). Except
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`for electronic documents (such as Excel files) for which production in native
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`format best preserves the document’s characteristics, electronic documents,
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`electronically-stored information, and electronic mail shall be produced as single-
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`page Group IV TIFF images, DAT file compatible with Relativity, and image load
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`file compatible with IPRO.
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`7.
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`Unless otherwise
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`indicated,
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`the relevant
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`time period for
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`the
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`Documents Requested is from June 30, 2016 and continuing through the date of
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`the responses.
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`8.
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`The protections of
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`the Stipulation and Order Governing
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`the
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`Production and Exchange of Confidential and Highly Confidential Information,
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`entered by the Court on June 30, 2017 (the “Confidentiality Order”), are available
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`to You. The Confidentiality Order is enclosed herewith.
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`DOCUMENTS REQUESTED
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`1. With respect to all of the Stockholders listed in Exhibit A hereto,
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`provide all documents and communications in Your possession that in any way
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`relate to a disbursement of cash, an issuance of a negotiable instrument, any
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`transfer of funds or consideration in any other form or by any other means, and/or
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`any request to effect any of the foregoing, in any way relating to the Transaction,
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`including, without limitation:
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`7
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`a.
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`Each letter of transmittal or other instruction to issue payment
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`submitted in connection with the Transaction by or on behalf of
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`any Stockholder or UBS;
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`b.
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`Each executed negotiable instrument issued to any Stockholder
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`or UBS (whether directly or indirectly); and
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`c.
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`All records of each electronic transfer of funds (including the
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`account number(s) to which the funds were transferred) from
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`CST, Starz, UBS or any other payor to any Stockholder or UBS
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`(or to Cede or any intermediary for the account of any
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`Stockholder or UBS) in connection with the Transaction.
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`2. With respect to all of the Stockholders listed in Exhibit A hereto,
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`provide all documents and communications in Your possession that in any way
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`relate to the receipt, non-receipt, acceptance, or non-acceptance of any cash, of the
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`proceeds of any negotiable instrument (or any draw thereon), and/or of any funds
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`relating to Request No. 1, including each negotiable instrument endorsed by any
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`Stockholder or UBS on behalf of any Stockholder.
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`3. With respect to each Record Holder, provide all documents and
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`communications in Your possession relating to such Record Holder’s status as a
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`record holder of shares of Starz Stock on the date specified in the column headed
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`“Date of Demand” in the row corresponding to such Record Holder, including all
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`8
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`ledgers, books, and records indicating that the Record Holder was or was not a
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`record holder of shares of Starz Stock on the date specified in the row
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`corresponding to such Record Holder.
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`4. With respect to each Beneficial Holder, provide all documents and
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`communications in Your possession dated June 30, 2016 through the date of Your
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`response hereto, relating to any transfer of record ownership of shares of such
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`Beneficial Holder’s shares of Starz Stock from the Record Holder to any other
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`Person, including without limitation documents sufficient to show the date of such
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`transfer, the number of shares involved, the stock certificate number (if any), and
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`the Person requesting such transfer, including:
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`a.
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`For the period between June 30, 2016 through the date of Your
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`response hereto, all ledgers, books, and records indicating that
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`such Record Holder transferred, caused to be registered in a
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`different name, surrendered or otherwise disposed of shares of
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`Starz Stock held of record thereby;
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`b.
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`All documents and communications from any Stockholder (or
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`UBS on behalf of any Stockholder) requesting or causing any
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`change of record ownership of shares of Starz Stock; and
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`c.
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`Copies of all stock certificates issued or created between June
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`30, 2016 and the date of Your response hereto.
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`9
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`5. With respect to each Stockholder, provide all documents and
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`communications in Your possession relating to any demand for appraisal in
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`connection with the Transaction.
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`6. With respect to each Stockholder, provide all documents and
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`communications in Your possession relating to any instructions regarding the
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`voting of shares of Starz Stock with respect to the Transaction.
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`10
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