#1PJT Partners Project Galaxy PRESENTATION TO THE BOARD OF DIRECTORS June 23, 2016 Confidential PJT#2Table of Contents I Transaction Overview || Value Perspectives on Solar Value Perspectives on Lunar Relative Valuation ||| IV V Pro Forma Financial and Financing Considerations VI Appendix 2 7 14 19 24 30 Confidential PJT Partners 1#3PJT Partners Transaction Overview Confidential PJT#4Final Transaction Terms(1) Merger Price and Consideration Lunar Reclassification and Exchange Pro Forma Ownership Anticipated Transaction Financing Lunar to acquire Solar's outstanding shares for a mix of cash and stock consideration in a single-step merger - Implied weighted average offer price of $32.17 o Implied offer valuation of $4.4bn(3) TEV/FY17E Adj. EBITDA (post-SBC) of 9.5x (8.5x inclusive of run-rate operating synergies)(*) TEV/CY16E Adj. EBITDA (post-SBC) of 9.6x (8.7x inclusive of run-rate operating synergies)(4) Capitalized financial savings-adjusted TEV/CY16E Adj. EBITDA (post-SBC) of 6.5x (inclusive of run-rate operating savings)(*XX $32.06 per share for Solar Class A Shares) ● o $18.00 per share in cash; plus 0.6784 shares of Lunar Class B Non-Voting Common Stock per share at a fixed exchange ratio o Implied 30-Trading Day VWAP premium of 20% $33.47 per share offer for Solar Class B Shares(6) o $7.26 per share in cash; plus o 0.6321 shares of Lunar Class A Voting Common Stock and 0.6321 shares of Lunar Class B Non-Voting Common Stock per share, in each case at a fixed exchange ratio o Represents 4% premium to consideration paid for Solar Class A Shares o Implied 30-Trading Day VWAP premium of 22% Solar equity awards, including stock options, RSUS and restricted shares, will be assumed by Lunar and rolled over into comparable equity awards settled in Lunar Class B Non-Voting Common Shares Confidential > Prior to the merger, Lunar will effect a reclassification of its common shares in connection with which each existing common share will be exchanged into (1) one half of a share of Lunar Class A Voting Common Stock and (ii) one half of a share of Lunar Class B Non-Voting Common Stock > All Lunar shareholders to receive identical consideration for current Lunar shares Pro forma for the transaction, current Lunar shareholders to retain 67% of economic ownership and 94% of the voting rights on a fully diluted basis As noted above, all Solar equity awards to roll into comparable equity awards relating to Lunar non-voting stock at 1.5467 exchange ratio $2.0 billion incremental debt Total financing of $3.7bn including refinancing of existing Solar and Lunar debt and $850mm of unfunded revolver, fully committed by J.P. Morgan, Deutsche Bank and Bank of America Merrill Lynch > Contemplated potential post transaction equity raise to pay down debt Expected Closing in CY Q4 2016 Expected Closing Source: Merger Agreement and Lunar Management. Note: Solar has 87.6mm Class A shares and 9.9mm Class B shares (including Lunar-owned shares) as of 5/31/16, Fully-diluted shares (treasury stock method) also includes 6.2mm shares based on 12.6mm time and performance vesting options outstanding with a weighted average exercise price of $18.95, 1.0mm restricted share grants and restricted stock units as of 6/9/16 per Solar Management. On a fully-diluted basis, Solar has 103.7 shares outstanding (including Lunar-owned shares) including the effect of dilutive securities. (1) The foregoing is a summary of some of the principal terms for the transactions based on Lunar Management and most recent draft of the Merger Agreement made available to us. Summary is subject in all respects to more complete summary of terms and conditions of definitive agreements by Lunar counsel. (2) Based on the total equity consideration paid to Solar shareholders. (3) Includes 2.118mm Solar Class A and 2.591 Solar Class 8 shares owned by Lunar. Assumes Solar options, RSGS and RSUS are fully diluted as per treasury stock method. (4) Implied TEV based on balance sheet as of 3/31/16. (5) Represents implied TEV adjusted for NPV of financing savings divided by CY2016E Adj. EBITDA (post-SBC) including run-rate operating savings. (6) Based on Lunar share price of $20.73 per share as of 6/21/16 PJT Partners 3#5Summary of Offer Consideration for Solar Shares EXCLUDES SHARES OWNED BY LUNAR ($ per share) Class A Dilutive Securities (Treasury Method) Class B Weighted Average Fully-Diluted Securities (mm) 85.5 6.2 7.3 99.0 Offer Consideration Illustrative $ per Share Exchange Ratio $32.06 $32.06 $33.47 $32.17 1.5467x 1.5467x 1.6145x 1.5517x Cash Consideration $ per Share Source: Capital IQ and company filings. Note: Market data as of 6/21/16. Excludes 2.118mm Solar Class A and 2.591 Solar Class B shares owned by Lunar Management. $18.00 $7.26 $16.09 Equity Consideration $ per Share Exchange Ratio $14.06 $32.06 $26.21 Confidential $16.08 0.6784x 1.5467x 1.2643x 0.7755x PJT Partners 4#6Combination Rationale with Solar The combination of Solar and Lunar creates a diversified media platform with motion picture and television content, cable and OTT distribution, enhanced scale and an opportunity to optimize capital structure and operating costs. Premium Content and Production Capabilities Affiliate Relationships Cost Rationalization Confidential Cash Flow Diversification Further augments extensive Lunar film and television library and upcoming slate properties with success of emerging Solar original programming (Outlander, Power) Enhanced scale and attractiveness to affiliates (ATT/DTV, Charter/TWC, Verizon, Comcast, etc.) Meaningful cost saving opportunity with ability to leverage studio operations and back office functions including G&A savings, production efficiencies, packaged media savings, marketing efficiencies, savings on benefits related to scale, shared services Solar business model offers enhanced cash flow stability with contracted revenue streams from affiliates and mitigates inherently variable motion picture cash flows PJT Partners 5#7Due Diligence > PJT Partners has reviewed the following documents in preparation of these Board materials: Publicly filed statements for Solar and Lunar, including but not limited to o Publicly available financial filings (annual reports/ quarterly reports) o Proxy Filings o Ownership Filings o Transcripts o Investor Presentations o Press Releases Confidential o Other publicly filed documents - Documents supplied in the Solar and Lunar electronic data rooms > PJT has also participated in diligence sessions related to business, financials, HR, legal, financing, tax and structuring with Lunar and Solar Management and their respective external advisors > PJT's analysis relies on financial projections, cost synergy estimates and interest related savings estimates provided by Lunar Management PJT Partners 6#8PJT Partners II.Value Perspectives on Solar Confidential PJT#9Solar Share Price Performance (For Informational Purposes Only) $ per share $50.00 $45.00 $40.00 $35.00 $30.00 $25.00 $20.00 $15.00 $10.00 Jun-13 Dec-13 Jun-14 Dec-14 Jun-15 Dec-15 Solar B Solar B Offer Price: $33.47 Weighted Avg. Offer Price: $32.17 Solar A Offer Price: $32.06 $27.71 $27.55 Jun-16 Weighted Avg. Solar Share Price: (¹) Premium to Weighted Avg. Metric Current $27.56 $26.83 $26.39 30-Trading Day VWAP 60-Trading Day VWAP FDSO(2) (mm) Equity Value (Smm) Net Debt¹³) ($mm) Investments in Affiliates ($mm) Total Enterprise Value ($mm) Current Price $27.56 Solar A Source: Capital IQ and Bloomberg. Note: Market data as of 6/21/16. Data starts at 6/21/13. (1) Weighted average based on fully diluted shares outstanding excluding 2.118mm Solar Class A and 2.591 Solar Class B shares owned by Lunar. (2) Includes 2.118mm Solar Class A and 2.591 Solar Class B shares owned by Lunar. Assumes Solar options, RSGs and RSUS are fully diluted as per treasury stock method. (3) Includes $1,129mm of total debt and $10mm of cash as of 3/31/16. Investments in affiliates include Solar interests in Playco Holdings. (4) Ad). EBITDA (pre-SBC) of $499mm in FY17E and $560mm in FY18E. Adj. EBITDA (post-SBC) of $469mm in FY17E and $529mm in FY18E. Adj. EBITDA (pre-SBC) of $490mm in CY16E and $543mm in CY17E. Adj. EBITDA (post-SBC) of $460mm in CY16E and $511mm in CY17E. (5) Includes run-rate synergies of $52mm, 3% 102.8 $2,832 1,120 (25) $3,927 Implied Multiples (4) TEV/FY17E Adj. EBITDA TEV/FY18E Adj. EBITDA TEV / FY17E Adj. EBITDA (w/ Operating Savings) TEV/FY18E Adj. EBITDA (w/ Operating Savings)) Pre-SBC Post-SBC 7.9x 8.4x 7.0x 7.4x TEV/CY16E Adj. EBITDA TEV/CY17E Adj. EBITDA TEV/CY16E Adj. EBITDA (w/ Operating Savings) TEV/CY17E Adj. EBITDA (w/ Operating Savings) 8.5x 8.0x 7.2x 7.7x Confidential Offer Price $32.17 17% 20% 22% 103.7 $3,338 1,120 (25) $4,432 Pre-SBC Post-SBC 9.5x 8.9x 7.9x 8.4x 8.0x 8.5x 7.2x 7.6x 9.0x 8.2x 8.2x 7.5x 9.6x 8.7x 8.7x 7.9x PJT Partners 8#10Solar Projected Financial Summary PROJECTED REVENUE(¹) (US$ mm) $1,681 337 EBITDA Margin 1,330 $1,716 300 24% 1,420 $401 FY 3/16A FY 3/17E FY 3/18E FY 3/19E Solar Networks Solar Distribution PROJECTED ADJ. EBITDA (POST-SBC)(²) (US$ mm) $1,808 $1,883 311 311 27% 1,504 $469 1,579 29% $529 31% $586 $1,946 311 1,642 $2,012 311 31% $604 1,707 FY 3/20E FY 3/21E Solar Animation 31% $625 PROJECTED ADJ. EBITDA (PRE-SBC)(2) (US$ mm) EBITDA Margin 26% $434 29% $499 $235 31% $560 PROJECTED FREE CASH FLOW(3) (US$ mm) $236 33% $323 $618 FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY 3/20E FY 3/21E 33% $638 $319 $322 Confidential FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY 3/20E FY 3/21E Source: Solar Management. Projections were provided by Lunar Management. Note: Solar CY financial projections converted to FY by assuming 75% of financial results derived from the CY prior and 25% of financial results derived from the following CY for those years in which quarterly financial information is unavailable. (1) Segment revenues may not add to total due to eliminations. (2) Adj. EBITDA (pre-SBC) defined as revenues less direct costs of revenue and less SG&A expenses excluding stock-based compensation. Adj. EBITDA (post-SBC) defined as revenues less direct costs of revenue, less SG&A expenses and less stock-based compensation. (3) Levered Free Cash Flow defined as Adj. EBITDA (post-SBC) plus stock-based compensation, less cash interest, less cash taxes, less cash spend on programming in excess of amortization, less purchases of PP&E & investments and less change in working capital and other. 33% $661 $335 FY 3/20E FY 3/21E PJT Partners#11Selected Solar Publicly Traded Comparables (US$ mm, except per share prices) Blended Price Fully Diluted Shares Equity Value Plus: Debt Less: Cash & Investments Plus: Minority interests Less: Investments in Affiliates Enterprise Value TEV / EBITDA (Post-SBC) CY2016E NTM CY2017E TEV / EBITDA (Pre-SBC) CY2016E NTM CY2017E CY2016 CY2018 CAGR Revenue EBITDA (Post-SBC) TEV/CY2016E EBITDA Mean Median TEV / NTM EBITDA Mean Median TEV / CY 2017E EBITDA Mean Median AMC NETWORKS $59.63 74.4 $4,438 3,059 (703) 240 $7,035 8.0x 7.9x 7.7x 7.7x 7.6x 7.4x 5% 5% Incl. HBO & Showtime 10.1x 9.5x 10.0x 9.4x OCBS Discovery CORPORATION COMMUNICATIONS 9.6x 9.2x $53.73 461.9 $24,820 8,323 (411) (322) $32,410 9.5x 9.4x 9.3x 9.0x 9.0x 8.8x 3% 7% $25.07 624.9 $15,669 Source: Capital IQ, public filings and Wall Street research. Note: Market data as of 6/21/16. (1) HBO and Showtime estimates based on NAV and segment data from Wall Street research. 8,061 $23,135 8.9x 9.3x (333) 264 (526) 8.7x 8.7x 9.5x 9.4x 9.2x Excl. HBO & Showtime 9.0x 9.5x 9.3x 9.2x 9.0x 6% 4% scrippsnetworks TimeWarner HBO $63.21 129.7 $8,196 3,700 (217) 1,339 (877) $12,142 8.6x 8.6x 8.5x 8.4x 8.4x 8.3x 2% $71.81 805.6 $57,847 24,473 (2,330) 29 (2,781) $77,238 9.5x 9.3x 8.7x 9.2x 9.0x 8.5x 5% 8% (1) $27,715 13.0x 12.7x 11.9x 6% 10% Confidential (1) SHOWTIME $11,817 12.7x 12.5x 11.9x 7% PJT Partners 10#12Selected Precedent M&A Transactions TEV / LTM EBITDA Target Median: 12.2x Offer Multiple: 11.1x (1) Acquirer Announcement Date Transaction TEV (US$mm) 14.6x YES Network 21st Century Fox 1/24/2014 $680 Source: Public filings and Capital IQ. Note: EBITDA estimates are post-SBC. (1) Implied Solar TEV/FY2016A Adj. EBITDA (post-SBC) at offer price. 11.7x.. Chellomedia 10/28/2013 12.8x AMC Networks Disney-Hearst $1,035 A&E Networks 7/10/2012 $3,025 9.4x NBC Networks Comcast-NBC JV 12/3/2009 $15,136 10.8x Comcast Networks Comcast-NBC JV 12/3/2009 $7,250 Confidential 13.9x Travel Channel Scripps Network 11/5/2009 $975 PJT Partners 11#13Potential Operating and Financial Cost Savings Summary We have relied upon the views of Lunar and Solar Management regarding the financial and operating cost savings. The cost to achieve these savings is expected to be $25mm over two years ($5mm in FY2017 and $20mm in FY2018, respectively). (US$ mm) Type Operating Savings G&A Savings Production Efficiencies / Savings Packaged Media Savings/ Marketing Efficiencies Savings on Benefits Related to Scale Shared Services/ Public Company Cost Savings Other Total Potential Operating Savings Financial Savings Incremental Financial Savings Utilization of Existing NOLS (1) NPV of Operating Savings of $510mm NPV of Financial Savings of $1,103mm(¹) Run-Rate Savings [*] [*] [*] [*] [*] $52.3 $60.5 Varies Commentary Confidential > Includes reductions in staffing/professional fees/rent/T&E > Savings equal to [*]% of wholly owned original programming budgets > Migration to LGF vendor deals on existing distribution company product flow > Enhanced media buying/creative services rates due to combined company volume Elimination of public company costs Includes savings associated with infrastructure & administration, OTT platforms, scale driven vendor discounts, etc. Note: Savings estimates provided by Lunar Management and based on Lunar Management's diligence to date. (1) Refer to page 39 for further details. PJT Partners 12#14Solar Valuation Summary(¹) Comparable Companies(2) Precedent Transactions (2) CY 2016 Discounted Cash Flow(3) CY 2017 LTM EBITDA Standalone w/ Operating Savings w/ Operating & Financial Savings Trading Range (For Informational Purposes Only) Solar A 52-Week Trading Analyst Targets $20 Current Weighted Weighted Avg. Avg. Share Price: Offer Price: $27.56 $32.17 $23 $24 $24 $28 $29 $31 $35 $38 Analyst Target Median: $28 $43 $39 $46 $52 $47 $51 $50 $61 $60 $70 Confidential Key Assumptions: 7.5x-9.0x CY16E Adj. EBITDA (post-SBC) of $460mm 7.0x-8.5x CY17E Adj. EBITDA (post-SBC) of $511mm 10.0x-12.0x FY16A Adj. EBITDA (post-SBC) of $401mm 7.0% -8.0% WACC; 8.5x - 10.0x assumed terminal multiple on Adj. EBITDA (post-SBC) of $625mm in FY2021 $10 $20 $30 $40 Source: Public filings, Solar Management, Bloomberg and Capital IQ. Projections as provided by Lunar Management. Note: Market data as of 6/21/16. Adjusted EBITDA estimates are post-SBC. Fully diluted shares outstanding (as per treasury stock method) range from 100.8mm to 107.6mm varying with implied share price. (1) Valuation as of 6/21/16 for comparable companies and precedent transactions analyses. Valuation as of 12/31/16 for DCF analysis, (2) Based on net debt of $1,120mm as of 3/31/16. (3) Based on projected net debt of $983mm as of 12/31/16. (4) Includes the value of operating and financial savings in Solar valuation. Run-rate operating savings of $52mm discounted at 7.0% -8.0% WACC Incremental financial savings discounted at cost of equity of 8.5%-9.5% Discounted 1 year at Solar's cost of equity of 9.0% PJT Partners 13#15PJT Partners III. Value Perspectives on Lunar Confidential PJJ#16Lunar Share Price Performance (For Informational Purposes Only) $ per share $45.00 $40.00 $35.00 $30.00 $25.00 $20.00 $15.00 $10.00 Jun-13 Dec-13 Source: Capital IQ and Bloomberg. Note: Market data as of 6/21/16. Data starts at 6/21/13. Jun-14 Dec-14 Jun-15 Dec-15 $20.73 Lunar Share Price: Premium to Lunar Share Price Jun-16 Current Average Lunar Share Price: $31.19 FDSO) (mm) 30-Trading Day VWAP 60-Trading Day VWAP Equity Value ($mm) Implied Multiples) TEV / FY17E Adj. EBITDA TEV/FY18E Adj. EBITDA Metric TEV/CY16E Adj. EBITDA TEV/CY17E Adj. EBITDA $20.73 $21.39 Net Debt (5mm) Minority Interest & Investments in Affiliates (5mm) Total Enterprise Value (5mm) $21.20 Current Price 16.3x Confidential 15.5x 17.8x 15.7x $20.73 Pre-SBC (3%) (2%) 153.0 $3,171 788 (884) $3,075 Post-SBC 29.1x 22.7x 35.2x 24.0x (1) Assumes $42mm of in-the-money 4.0% convertible notes are converted at $10.26 per share. Assumes Lunar options, RSGs and RSUs are fully diluted as per treasury stock method. (2) Includes $846mm of total debt (includes $60mm of out-of-the-money convertible notes and excludes $42mm of in-the-money convertible notes) and $58mm of cash as of 3/31/16. (3) Includes investments in affiliates of $1,004mm (EPIX, Pop, Solar, Telltale Games and Other) as provided by Lunar Management and minority interest of $120mm related to Pilgrim Studios (analyst estimates). (4) Adj. EBITDA pre-SBC reflects Ad). EBITDA including equity income. Adj. EBITDA post-SBC reflects Adj. EBITDA excluding equity income. Adj. EBITDA (pre-SBC, incl. equity income) of $251mm in FY17E and $263mm in FY18E. Adj. EBITDA (post-SBC, excl. equity income) of $106mm in FY17E and $136mm in FY18E. Adj. EBITDA (pre-SBC, incl. equity income) of $229mm in CY16E and $260mm in CY17E, Adj. EBITDA (post-SBC, excl. equity income) of $87mm in CY16E and $128mm in CY17E. (5) Implied pre-SBC multiples are calculated excluding investments in affiliates of $1,004mm from TEV. PJT Partners 15#17Lunar Projected Financial Summary PROJECTED REVENUE (US$ mm) $2,353 670 EBITDA Margin 1,677 $2,841 1% 979 $32 1,874 $2,960 4% 1,094 $106 1,913 $3,484 5% 1,188 $136 2,404 FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY 3/20E FY3/21E Motion Picture Television Production $3,435 $3,457 7% 1,136 $252 2,299 1,144 7% 2,314 PROJECTED ADJ. EBITDA (POST-SBC, EXCL. EQUITY INCOME) (¹) PROJECTED FREE CASH FLOW(2) (US$ mm) (US$ mm) $238 7% $236 FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY 3/20E FY 3/21E PROJECTED ADJ. EBITDA (PRE-SBC, INCL. EQUITY INCOME)(¹) (US$ mm) EBITDA Margin 7% $162 9% $251 $70 9% $263 $93 10% $348 FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY 3/20E FY3/21E $115 $152 11% $364 Confidential Source: Lunar Management. (1) Adj. EBITDA (pre-S8C, incl. equity income) defined as revenues less direct operating expenses, less distribution & marketing expenses, less general & administrative expenses and plus equity income. Adj. EBITDA (post-SBC, excl. equity income) defined as revenues less direct operating expenses, less distribution & marketing expenses, less general & administrative expenses and less stock-based compensation expense (excludes equity income). (2) Levered Free Cash Flow defined as Adj. EBITDA (post-SBC, excl. equity income) plus stock-based compensation, less cash interest, less cash taxes, less cash spend on programming in excess of amortization, less purchases of PP&E & investments and less change in working capital and other. $243 11% $363 $262 FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY 3/20E FY 3/21E PJT Partners 16#18Lunar Historical Trading Analysis (For Informational Purposes Only) TEV / NTM WALL STREET CONSENSUS ADJ. EBITDA (POST-SBC, EXCL. EQUITY INCOME)(¹) 15.2x 15.7x 14.4x-14.8x $268 $271 15.8x 16.0x $304 $300 -14.8x 14.6x $283 16.3x 17.1x 16.6x $298 $302 17.9x 20.3x WALL STREET CONSENSUS NTM ADJ. EBITDA (POST-SBC, EXCL. EQUITY INCOME)(¹) (US$ mm) $272 $279 $279 22.7x $270 $270 $269 16.7x $257- 17.6x $307 18.5x 15.6x Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 -14.7x- Median: 16.2x $293 $298 $302 $304 12.6x 11.8x $273 17.1x $233 Confidential 21.2x $168 Median: $276 24.4x $137 $132 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16. Apr-16 May-16 Source: Capital IQ, company filings and Wall Street research. (1) Based on Wall Street consensus median estimates for adjusted EBITDA, less stock-based compensation and excluding equity income (actuals reported in the following twelve months). PJT Partners 17#19Lunar Valuation Summary Normalized Trading (¹) Normalized Trading Discounted Cash Flow (3) Standalone Trading Range (For Informational Purposes Only) Lunar 52-Week Trading Analyst Targets $16 $15 Current Share Price: $20.73 $20 $20 $24 $23 $26 Analyst Target Median: $26 $30 $37 $41 $45 Confidential Key Assumptions: 14.0x - 16.0x Normalized Adj. EBITDA (post- SBC, excl. equity income) of $250mm 8.0%-9.0% WACC; 14.0x - 16.0x assumed terminal multiple on Adj. EBITDA (post-SBC, excl. equity income) of $236mm in FY2021 Discounted 1 year at Lunar's cost of equity of 9.5% $0 Source: Public filings, Lunar Management, Bloomberg and Capital IQ. Note: Market data as of 6/21/16. Adjusted EBITDA estimates are post-SBC, excl. equity income. Fully diluted shares outstanding range from 153.0mm to 161.8mm varying with implied share price. (1) Valuation based on historical TEV/NTM Adjusted EBITDA (post-SBC, excl. equity income) trading multiples for Lunar and long-run forecast EBITDA of-$250mm. Based on net debt of $788mm and investments in affiliates and minority interest of $884mm as of 3/31/16, as per Lunar Management. (2) Refer to page 17 for further details. (3) Valuation as of 12/31/16 for DCF analysis. Based on net debt of $812mm and investments in affiliates and minority interest of $884mm as of 12/31/16 as per Lunar Management. PJT Partners 18#20PJT Partners IV. Relative Valuation Confidential PJT#21Historical Exchange Ratio(¹) Solar Class A/Lunar Share Price (For Informational Purposes Only) 1.800x 1.500x 1.200x 0.900x 0.600x 0.300x Solar A Offer Illustrative Exchange Ratio of 1.547x(2) Weighted Avg. Offer Illustrative Exchange Ratio of 1.552x www.www Jun-14 Source: Capital IQ and Bloomberg. Note: Market data as of 6/21/16. Sep-14 Nov-14 30-Trading Day Average 60-Trading Day Average (1) Solar Class A share price divided by Lunar share price. (2) Exchange ratio for Solar Class A shares including value of cash. (3) Premium of offer exchange ratio of 1.547x for Solar Class A shares. 90-Trading Day Average 180-Trading Day Average 1-Year Average 2-Year Average Feb-15 Implied Solar A Exchange Ratio May-15 Jul-15 1.263x 1.255x 1.230x 1.124x 1.108x 1.063x четвитри Offer Premium (3) 22% 23% 26% 38% 40% 46% Oct-15 Dec-15 Mar-16 Jun-16 Confidential 1.329x Solar More Favorable to Lunar PJT Partners 20#22Historical Exchange Ratio - Deal Premium Allocated(1) Solar Share Price / Lunar Share Price (For Informational Purposes Only) 1.000x Offer Exchange Ratio of 0.678x for Class A share 0.750x 0.500x 0.250x Weighted Avg. Offer Exchange Ratio of 0.776x Jun-14 Source: Capital IQ and Bloomberg. Note: Market data as of 6/21/16, Foren Sep-14 Nov-14 www 30-Trading Day Average 60-Trading Day Average 90-Trading Day Average 180-Trading Day Average 1-Year Average 2-Year Average Feb-15 May-15 Solar A Current Share Price Cash Consideration Allocated to Current Share Price (2) Solar A Stock Consideration per Share Implied Adjusted Exchange Ratio Implied Solar A Exchange Ratio Jul-15 0.533x 0.519x 0.503X 0.520x 0.560x 0.547x Offer Premium (3) 27% 31% 35% 30% 21% 24% f Oct-15 Dec-15 Mar-16 $27.55 (15.47) $12.08 0.583x Jun-16 (1) $18.00 cash consideration and $14.06 stock consideration per Solar Class A share, a 56% /44% cash/stock mix. Cash consideration allocated pro rata to total offer price, based on Solar Class A current share price of $27.55, would imply $15.47 cash consideration per share. (2) Represents Solar Class A share price less allocated cash consideration of $15.47. (3) Premium of offer exchange ratio of 0.678x for Solar Class A shares. Confidential 0.663x 0.583x Solar More Favorable to Lunar PJT Partners 21#23Historical Exchange Ratio - Premium Allocated Entirely to Share Consideration (¹) Solar Share Price / Lunar Share Price (For Informational Purposes Only) 1.000x 0.750x 0.500x 0.250x Offer Exchange Ratio of 0.678x for Class A share Weighted Avg. Offer Exchange Ratio of 0.776x Jun-14 Sep-14 Source: Capital IQ and Bloomberg. Note: Market data as of 6/21/16. Nov-14 باشره unde 30-Trading Day Average 60-Trading Day Average 90-Trading Day Average 180-Trading Day Average 1-Year Average 2-Year Average Feb-15 修 May-15 (1) $18.00 cash consideration allocated entirely to Solar Class A share price. (2) Represents Solar Class A share price less allocated cash consideration of $18.00. Solar A Current Share Price Full Cash Consideration to Current Share Price (2) Solar A Stock Consideration per Share Implied Adjusted Exchange Ratio hing Implied Solar A Exchange Ratio Jul-15 0.413x 0.398x 0.383x 0.421x 0.471x 0.462x Oct-15 Dec-15 Mar-16 $27.55 (18.00) $9.55 0.461x Jun-16 Confidential 0.553x 0.461x Solar More Favorable to Lunar PJT Partners 22#24Relative Valuation Summary(¹) Current Weighted Avg. Weighted Avg. Exchange Ratio at Exchange Ratio: Offer Price: 0.553x 0.776x Trading Value (No Takeover Premium) CY 2016 Discounted Cash Flow CY 2017 Precedent Transactions (Relative to Normalized Trading) CY2016 Standalone w/ Operating Savings w/ Operating & Financial Savings Trading Range (For Informational Purposes Only) 52-Week Trading Analyst Targets 0.000 0.276x 0.330x 0.504x 0.411x 0.376x 0.494x 0.500 0.569x 0.731x 0.647x 1.134x 0.861x 1.000 1.352x 1.342x 1.500 1.561x 1.839x 2.000 Key Assumptions: Solar Comparable Companies Valuation/ Lunar Normalized Valuation Low/Low Valuation - High/High Valuation Solar Comparable Companies Valuation/ Lunar Normalized Valuation Low/Low Valuation - High/High Valuation Confidential Solar Precedent Transactions Valuation/ Lunar Normalized Valuation Low/Low Valuation - High/High Valuation Low/Low Valuation - High/High Valuation Low/Low Valuation - High/High Valuation 2.016x Low/Low Valuation - High/High Valuation Low-High Source: Public filings, Lunar Management, Solar Management, Bloomberg and Capital IQ. The Solar Management projections were provided to us by Lunar Management. Note: Market data as of 6/21/16. (1) Valuation as of 6/21/16 for comparable companies, precedent transactions and normalized trading analysis. Valuation as of 12/31/16 for DCF analysis. Capital structure assumptions based on pages 13 and 18. (2) Includes the value of all savings in Solar valuation. Low/Low Valuation - High/High Valuation PJT Partners 23#25PJT Partners V. Pro Forma Financial and Financing Considerations Confidential PJT#26Pro Forma Financial Summary PROJECTED REVENUE (US$ mm) $4,094 $4,034 1,695 2,400 2,353 1,681 $763 500 263 $4,556 $433 401 1,716 1,808 $4,768 2,841 2,960 FY 3/15A FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY3/20E FY 3/21E PROJECTED ADJ. EBITDA (POST-SBC, EXCL. EQUITY INCOME) (US$ mm) $575 469 $5,367 $5,381 $717 52 1,883 1,946 529 3,484 3,435 3,457 586 $5,469 $890 $894 $913 52 52 252 2,012 604 Lunar 238 625 236 106 136 FY 3/15A FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY 3/20E FY 3/21E Source: Lunar Management and Solar Management. Projections as provided by Lunar Management. PROJECTED ADJ. EBITDA (PRE-SBC, INCL. EQUITY INCOME) (US$ mm) Solar ■ Synergies $917 532 385 $596 434 $410 139 262 $750 499 PROJECTED FREE CASH FLOW (US$ mm) $315 $876 52 560 ■ Transaction Adjustments $591 153 $1,018 $1,054 $1,076 52 52 52 618 323 348 251 263 162 FY 3/15A FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY 3/20E FY 3/21E $643 173 638 364 319 $775 Confidential 210 $379 50 235 236 93 70 115 152 FY 3/15A FY 3/16A FY 3/17E FY 3/18E FY 3/19E FY 3/20E FY 3/21E 322 661 243 363 $774 177 335 262 PJT Partners 25#27Sources and Uses SOURCES AND USES (US$ mm) Sources Equity Issued Total New Debt Raised Lunar April 2013 1.250% Convertible Notes Solar Cash at 12/31/16E Lunar Cash at 12/31/16E Total Note: Assumes transaction closes 12/31/16. $1,393 3,720 60 10 55 $5,239 Uses Equity Consideration to Solar Shareholders Cash Consideration to Solar Shareholders Refinance Solar Debt Refinance Lunar Debt Lunar April 2013 1.250% Convertible Notes Breakage Fees and Expenses Cash to Balance Sheet Total Confidential $1,393 1,592 931 807 60 30 187 238 $5,239 PJT Partners 26#28Lunar Financing Package Overview: $3,720mm of Funded Debt with $4,570mm of Total Commitments RC TLA TLB Size Pricing Pricing Flex Tenor Financial Covenants Amount Pricing Pricing Flex Tenor Call Protection BRIDGE Financial Covenants Amount Tenor Call Protection L+250 bps¹/no floor / 50 bps upfront > 125 bps, Max 25 bps OID (on a four-year life) 5 years > $1,000mm ($150mm of which may be drawn at closing) > L+250 (¹)/ no floor / 50 bps upfront > 125 bps, Max 25 bps OID (on a four-year life) > 5 years Net first lien leverage covenant with initial 35% cushion to management plan, subject to two step downs on 3/31/18 (tbd) and 3/31/17 to 4.5x Interest coverage covenant with a cushion to management plan, with no step-ups; cushion to be set at a level to be agreed > $1,000mm >> > None > Same as revolver > Pricing Pricing Flex Financial Covenants Amount Tenor Call Protection Pricing Structure Flex WAM WACD Total Financing Fees (1) Subject to leverage-based grid with two step downs of 25bps, the first occurring if plan is met by end of 2016. (2) With one leverage-based stepdown. Confidential Lunar Final Proposal > $1,900mm > 7 years 101 soft call for 6 months > L+375 bps) / Libor Floor: 0.75% / OID: 99.00 > 175 bps, step ups of 1) 25 bps if Closing Date not within 4 months of signing and 2) 25 bps if corporate rating less than B1/B+ > None > $150mm (unsecured funded bridge facility), $520mm (unsecured regular-way bridge facility) 8 years > None, / NC -3 Funded bridge facility: L+650 bps (no floor), no step ups/Unsecured regular-way bridge facility: 7.50% with step ups to bridge rate of 50 bps per quarter, 10% cap. 9.50% plus 25 bps after 4/7 mos and if rating below B1/B+; 11.125% weighted average cap > $250mm moved from TLA to TLB plus additional $250mm if ratings are below BB-/ Ba3; weighted average flex only between TLB and unsecured bridge/bonds, with a maximum unsecured bond cap 11.125% 6.6 years > Base case: 4.79% > Flex: 6.61%; Structure Flex: 6.95% > $69.2mm > PJT Partners 27#29Pro Forma Capitalization Table PRO FORMA CAPITALIZATION (US$ mm) Cash Existing Debt (2) New Debt Issued for Transaction Total Debt PF CY2016A Adj. EBITDA (pre-SBC, incl. equity income) (2) Gross Debt / PF CY2016A Adj. EBITDA (pre-SBC, incl. equity income) PF CY2017E Adj. EBITDA (pre-SBC, incl. equity income) (2) Gross Debt / PF CY2017E Adj. EBITDA (pre-SBC, incl. equity income) PF CY2016A Adj. EBITDA (pre-SBC, incl. equity income)(²) Gross Debt/PF CY2016A Adj. EBITDA (pre-SBC, incl. equity income) PF CY2017E Adj. EBITDA (pre-SBC, incl. equity income) (2) Gross Debt / PF CY2017E Adj. EBITDA (pre-SBC, incl. equity income) As of 12/31/16 Lunar $55 867 $867 $392 (3) 2.2x $396 (3) 2.2x $207 4.2x $239 3.6x Solar $10 994 $994 $490 2.0x $543 1.8x $490 2.0x $543 1.8x Debt Retirement ($3,548) (1,737) Note: Assumes transaction closes 12/31/16. (1) Includes $63mm of Solar capital leases. (2) Adj. EBITDA (pre-SBC, incl. equity income) used for financing purposes. Pro forma Adj. EBITDA Includes $52mm of run-rate cost synergies. (3) Based on normalized Lunar Adj. EBITDA (post-SBC, excl. equity income) of $250mm plus SBC and equity income. Refer to page 17 for further details. Issue $3,720 1,737 1,983 Confidential Pro Forma 12/31/16 $238 1,860 1,983 $3,843 $934 4.1x $991 3.9x $749 5.1x $834 4.6x PJT Partners 28#30Illustrative Incremental Value per Lunar Share LUNAR SHARE PRICE SENSITIVITY (US$ mm, except per share figures) Illustrative Lunar Share Price Per Share Adjustments: Plus: Solar Total Value(¹) Less: Value of Equity Owned by Lunar(2) Less: Dilution from Issuance of New Shares (3) Less: Cash Considerations & Incremental Debt (4) Adj. EBITDA (post-SBC) Sensitivity Assumed EBITDA Multiple Plus: Incremental Value per Share Adj. EBITDA (post-SBC)- Solar FY17E EBITDA Multiple Re-rating 1.0x Plus: Incremental Value per Share Value of Operating Savings (5) Plus: Operating Savings Pro Forma Value per Lunar Share % Premium to Illustrative Lunar Share Price Value of Financial Savings (5) Plus: Financial Savings Pro Forma Value per Lunar Share % Premium to Illustrative Lunar Share Price Memo: FDSO ($100) 8.4x ($4) $369 1.0x $2 $340 $2 $20 (3%) 723 $5 $25 20% $21 17 (1) (6) (12) $0 8.4x $0 $469 1.0x $3 $340 $2 $24 18% 735 $5 $29 41% 153.0 $100 8.4x $4 $569 1.0x $4 $340 $2 $29 38% 742 $5 $34 62% ($100) 8.4x ($4) $369 1.0x $2 $342 $2 $23 (7%) 727 $5 $28 12% Source: Capital IQ, company filings, Lunar Management and Solar Management. Projections as provided by Lunar Management. Note: Market data as of 6/21/16 $25 17 (1) (7) (12) $0 8.4x $0 $469 1.0x $3 $342 $2 $28 11% 739 $5 $32 30% 153.7 $100 (4) Based on total cash consideration and incremental debt issued as a result of the transaction allocated by Lunar ownership in pro forma company. (5) Refer to page 39 for further details. 8.4x $4 $569 1.0x $4 $342 $2 $32 28% 746 $5 $37 47% (1) Based on current Solar enterprise value as of 6/21/16 allocated by Lunar ownership in pro forma company. (2) Based on current market value of Lunar's ownership in Solar Class A and Class B shares as of 6/21/16 allocated by Lunar ownership in pro forma company, (3) Based on implied equity value of Lunar shares issued to Solar in the transaction allocated by Lunar ownership in pro forma company. ($100) 8.4x ($4) $369 1.0x $2 $345 $2 $27 (10%) 733 $5 $32 6% $30 17 (1) (9) (12) $0 8.4x $0 $469 1.0x $3 $345 $2 $31 4% Confidential 745 $5 $36 20% 156.3 $100 8.4x $4 $569 1.0x $4 $345 $2 $36 19% 752 $5 $40 35% PJT Partners 29#31PJT Partners VI. Appendix Confidential PJT#32Pro Forma Shareholder Ownership (Figures in millions) Shareholder MHR Fund Management Capital Research and Management Fidelity Vanguard Malone Ph.D., John C. (Lunar and Solar Director) Naya Capital Management Discovery Liberty Global Kornitzer Capital Management Fairpointe Capital Clear Bridge Investments Horizon Kinetics Jana Partners BlackRock, Inc. Citadel Maffei, Gregory (Solar Chairman) Robert Bennett Remaining Shareholders M/L/D/M/B-PF Ownership Total Common Shares Outstanding Dilutive Shares Outstanding Fully-Diluted Shares Outstanding Source: Company filings, Capital IQ and Bloomberg. Note: Market data as of 6/21/16. (1) Malone/Liberty/Discovery / Maffei ownership. Excludes dilutive securities owned by the group. Voting Basic 19.3% 10.6% 5.4% 4.7% 7.7% 3.5% 3.2% 3.2% 2.8% 2.8% 0.5% 36.1% 14.7% 100.0% Economic Pro Forma Ownership 14.1% 7.8% 7.9% 5.3% 5.7% 2.5% 2.3% 2.3% 2.1% 2.1% 2.0% 1.8% 1.7% 1.0% 0.7% 0.6% 0.4% 39.8% 11.3% 100.0% Voting 18.6% 10.3% 5.2% 4.6% 7.4% 3.4% 3.1% 3.1% 2.7% 2.7% 0.5% 34.9% 14.1% 96.5% 3.5% 100.0% Confidential Fully-Diluted Economic 13.2% 7.2% 7.4% 4,9% 5.3% 2.4% 2.2% 2.2% 1.9% 1.9% 1.9% 1.7% 1.6% 0.9% 0.7% 0.5% 0.4% 37.2% 10.5% 93.3% 6.6% 100.0% PJT Partners 31#33Overview of Solar Financial Forecast (US$ mm) Solar Networks Solar Distribution Solar Animation Elimination Revenue Adjusted EBITDA (Pre-SBC) % Margin Stock-based Compensation Adjusted EBITDA (Post-SBC) % Margin Unlevered Pre-Tax Free Cash Flow Less: Cash Interest Less: Cash Taxes Free Cash Flow Source: Solar Management projections as provided by Lunar Management. FY 3/15A 1,322 344 30 (1) $1,695 $532 31% (31) $500 30% $319 (46) (134) $139 FY 3/16A 1,330 337 17 (3) $1,681 $434 26% (33) $401 24% $391 (47) (110) $235 FY Ended March 31, FY 3/17E FY 3/18E 1,420 300 (5) $1,716 $499 29% (30) $469 27% $417 (44) (138) $236 1,504 311 (7) $1,808 $560 31% (31) $529 29% $530 (42) (166) $323 FY 3/19E FY 3/20E 1,579 1,642 311 311 (7) $1,883 $618 33% (32) $586 31% $546 (42) (186) $319 (7) $1,946 $638 33% (34) $604 31% $556 (42) (192) $322 Confidential FY 3/21E 1,707 311 (7) $2,012 $661 33% (35) $625 31% $575 (42) (199) $335 PJT Partners 32#34Solar Networks Revenue By Distributor (US$ mm) Traditional affiliate AT&T DIRECTV Total DTV/AT&T Cablevision Charter Comcast Cox DISH Mediscom NCTC Suddenlink Time Warner Verizon All other Total traditional affiliate OTT Amazon Dish Sling TV Hulu Other OTT Cannibalization Total OTT Other Total networks revenue Contract Expiration PI PI 33333333333 CC CCEE P 11 CY2013A Revenue Revenue Change 11 11 11 11 11 11 11 11 11 11 11 1'1 1:1 11 11 1,298 CY2014A 11 19 11 [] 11 11 11 PI 11 P1 11 11 M 11 [] 11 (1 11 1 11 1,312 CE ["1 [1 1'1 M 11 11 11 1'1 191 1'1 11 M 11 11 CHEE 11 1% CY2015A Revenue % Change 11 M 11 11 1 11 M 11 M 19 M ["] 33 11 PI 19 11 1,325 Source: Solar Management projections as provided by Lunar Management. (1) 11 (2) [*] (3) [*] (4) [] 11 11 COCE [1 11 M [1 11 191 11 M 11 M 11 PI 11 11 1% CY2016E CY2017E Revenue % Change Revenue % Change Pl 11 1 11 1 11 11 11 199 M ["] Pl 11 1) 1 1 11 CE 111 11 11 3333333333 C [] EE CECE 11 1171 CCEECEEEE 11 11 P 11 MI M M 191 1.1 C ["1 11 17 ["1 11 Pl 11 M M 1) 11 11 11 11 11 11 11 11 11 11 11 11 11 M (1 Commentary 11 1.1 ECOCECC 11 (1 11 Confidential PJT Partners 33#35Analysis of Selected Pay TV and OTT Competitors Network HBO HBONOW HBO NOW (OTT) CINEMAX SHOWTIME NETWORKS THE MOVIE CHANNEL HBO Family HBO Pay TV Revenue Generating Units HBO Pay TV Non-Revenue Generating Units Total HBO NETFLIX CINEMAX Pay TV Revenue Generating Units CINEMAX Pay TV Non-Revenue Generating Units Total CINEMAX Total HBO Showtime Family Showtime The Movie Channel FLIX Total Showtime Netflix Domestic International Total Netflix Solar Subscribers Europa Subscribers Total Subscribers Total U.S. Pay TV Households Avg. Subscribers (mm) 2015A 2016E 2017E 24.6 5.7 30.3 0.3 13.0 3.0 16.1 46.7 23.8 21.6 31.6 77.0 43.4 27.4 70.8 25.3 5.5 30.7 1.15 13.4 2.9 16.3 48.2 24.3 21.7 31.7 77.7 26.4 4.5 30.9 23.6 11 32.2 1'1 55.8 11 96.7 99.2 1.85 14.0 2.4 16.4 49.1 24.6 21.7 31.7 78.1 43.4 43.4 40.0 50.2 83.4 93.6 11 11 96.2 Source: Morgan Stanley Equity Research and Solar Management projections as provided by Lunar Management, Est. Penetration 2015A 2016E 25% 6% 13% 3% 25% 22% 33% 45% EE 1'1 25% 5% 14% 3% 24% 22% 32% 44% 11 11 2017E 27% 5% 15% 2% 26% 23% 33% 45% EE Avg. Monthly Revenue / Subscriber 2015A 2016E 2017E $12.00 $12.18 9.73 10.02 10.58 9.75 4.14 10.08 10.65 4.21 3.36 3.46 $7.55 $7.84 $12.36 $1.98 4.27 $4.85 $4.95 $5.15 0.54 0.55 0.55 0.38 0.38 0.39 $1.81 $1.84 $1.92 11 3.65 $8.32 $8.50 $9.22 $10.00 7.48 7.67 7.88 $7.22 $8.25 $9.19 (1 Est. Revenue (USS mm) 2015A 2016E 2017E $3,541 $3,695 $3,921 3,541 3.695 161 676 648 Confidential 648 $4,230 676 $4,532 $1,325 3,921 263 718 718 $4,902 $1,512 144 $1,386 $1,427 141 144 $1,671 142 145 147 $1,715 $1,803 $4,180 $5,120 $6,054 1,953 3,138 4,266 $6,134 $8,257 $10,320 11 PJT Partners 34#36Subscribers by Distributor SOLAR Traditional Affiliate AT&T DIRECTV Total DTV/AT&T Cablevision Charter Comcast Cox DISH Mediacom NCTC Suddenlink Time Warner Verizon All Other OTT Cannibalization Traditional Affiliate Starz Subs Annual Growth OTT Amazon Dish Sling TV Hulu Other OTT OTT Starz Subs Annual Growth Total Starz Subscribers Annual Growth Source: Solar Management. Calendar Year 2013A 2014A 2015A 2016E 2017E ΞΞΞΞΞΞΞΞΞΞΞΞΞΞΞΞΞ ΞΞΞΞ CCCEED [] 22.1 1.0 CEEEEEEEEEEEEEEEE M [*] DECE [*] 23.1 0.9 CEEEEEEEEEEEEEEEE [*] [*] [*] [*] [*] CECECE 23.6 0.5 CECECEC CECECECE CEEEEEEEEEEEEEEE [*] [*] EUROPA Traditional Affiliate AT&T DIRECTV Total DTV/AT&T Cablevision Charter Comcast Cox DISH Mediacom NCTC Suddenlink Time Warner Verizon All Other OTT Cannibalization Traditional Affiliate Starz Subs Annual Growth OTT Amazon Dish Sling TV Hulu Other OTT OTT Starz Subs Annual Growth Total Starz Subscribers Annual Growth Calendar Year 2013A 2014A 2015A 2016E 2017E [1 [1 [] CEEEEE [*] COCCOD [*] [*] 34.9 0.1 CEECCEZZZZZZZZZEN [*] [*] [1 CCCCCCCEEEEEEEEEE 33.8 (1.1) [*] [*] nnnnnn nnnnnng Confidential 32.2 (1.6) [*] 11 ECCE EEEEEEEE 11 [] [1 [1] CECE [] [1 [*] [] PJT Partners 35#37Market Penetration By Distributor SOLAR AT&T DIRECTV Total DTV/AT&T Cablevision Charter Comcast Cox DISH Mediacom NCTC Suddenlink Time Warner Verizon All Other Total Traditional Affiliate Source: Solar Management. Calendar Year 2013A 2014A 2015A 2016E 2017E [*] [*] [*] [1 [*] [*] [*] 11 [*] 11 [*] [*] EUROPA AT&T DIRECTV Total DTV/AT&T Cablevision Charter Comcast Cox DISH Mediacom NCTC Suddenlink Time Warner Verizon All Other Total Traditional Affiliate 2013A 11 [*] Confidential Calendar Year 2014A 2015A 2016E 2017E [*] [*] 11 [*] [*] 11 ΞΞΞΞΞΞΞΞΞΞΞΞΞΞΞ 1.1 [*] (') PJT Partners 36#38DCF Valuation of Solar (US$ mm) CASH FLOW BUILD Revenue Adj. EBITDA (Post-SBC) % Margin Less: Capex Less: Unlevered Cash Taxes(¹) Less: Cash Spend on Programming in Excess of Amort. Less: Change in NWC & Other Unlevered FCF Stub Factor Discount Factor(2) PV of UFCF IMPLIED PRICE PER SHARE Terminal Value Multiple 8.50x 8.88x 9.25x 9.63x 10.00x 7.00% $40 42 43 45 46 04 2017E $447 $128 29% 7.25% $40 41 43 44 46 (2) (40) 4 (7) 45 $83 1.00 0.991 $83 Implied Value per Share WACC (%) 7.50% $39 41 42 2018E $1,808 $529 29% Fiscal Year Ending March 31 2019E 2020E $1,883 $1,946 $586 $604 31% 31% (51) (180) 49 (28) $319 1.00 0.947 $302 7.75% $39 40 42 43 45 Source: Solar Management projections as provided by Lunar Management. (1) Cash taxes estimated based on levered cash taxes adjusted for impact of leverage. (2) Based on discount rate of 7.5%. (15) (200) (8) (49) $314 1.00 0.881 $277 8.00% $38 40 41 43 44 (20) (206) (11) (51) $315 1.00 0.820 $258 2021E $2,012 $625 31% Terminal Value Multiple (21) (213) (12) (53) $326 1.00 0.762 $249 Normal. $2,012 $625 31% 8.50x 8.88x 9.25x 9.63x 10.00x (21) (213) (53) $339 1.00 0.735 VALUATION SUMMARY IMPLIED PERPETUITY GROWTH RATE Valuation Summary WACC Terminal EBITDA Terminal Multiple Terminal Value Implied Perpetuity Growth Rate PV of Unlevered Cash Flows PV of Terminal Value Terminal Value as % TEV Implied Enterprise Value 7.00% 0.4% 0.5% 0.9% 1.1% 1.3% Implied Perpetuity Growth Rate WACC (%) 7.50% 0.8% 1.1% 1.4% 1.6% 1.8% 7.25% 0.6% 0.9% 1.1% 1.3% 1.6% 7.75% 1.1% 1.3% 1.6% 1.8% 2.0% Confidential 7.5% $625 9.25x $5,784 1.4% $1,169 4,254 78.4% $5,422 8.00% 1.3% 1.6% 1.8% 2.0% 2.2% PJT Partners 37#39Solar DCF Value Sensitivity IMPLIED VALUE PER SHARE EBITDA Sensitivity (¹) $150 125 100 75 50 25 1 (25) (50) (75) (100) (125) (150) Implied FY2017E Adj. EBITDA (post-SBC) $619 594 569 544 519 494 469 444 419 394 369 344 319 Source: Solar Management projections as provided by Lunar Management. (1) Illustrative annual increase or decrease in Solar Adjusted EBITDA. DCF Value per Share at 7.5% Discount Rate 8.50x Terminal Multiple $53 50 48 46 43 41 39 37 35 33 30 28 26 9.25x Terminal Multiple 10.00x Terminal Multiple $57 54 51 49 47 44 42 40 38 35 33 31 28 Confidential $61 57 55 52 50 48 45 43 40 38 36 33 31 PJT Partners 38#40DCF Valuation of Combined Synergies (US$ mm) CASH FLOW BUILD Operating Savings Integration Costs Less: Unlevered Cash Taxes Unlevered FCF Discount Factor PV of Operating Savings Financial Savings Stub Factor Discount Factor PV of Financial Savings IMPLIED TOTAL VALUE Terminal Value Multiple 8.50x 8.88x 9.25x 9.63x 10.00x 7.00% $1,636 1,651 1,666 1,681 1,695 2017E (5) ($5) 0.991 ($5) 2017E $39 1.00 0.989 $38 2018E $52 (20) $32 0.947 $31 2018E $161 1.00 0.937 $151 Fiscal Year Ending March 31 2019E 2020E $52 $52 Source: Lunar Management estimates. (1) Cash taxes estimated based on levered cash taxes adjusted for impact of leverage. (2) Based on discount rate of 7.5%. (3) Based on discount rate of 9.0%. $52 0.881 $46 Fiscal Year Ending March 31 2019E 2020E $181 1.00 0.860 $155 Implied Total Value WACC (%) 7.25% 8.00% 7.50% 7.75% $1,610 $1,584 $1,560 $1,537 1,624 1,599 1,574 1,551 1,639 1,613 1,589 1,565 1,654 1,628 1,603 1,579 1,668 1,642 1,617 1,593 $52 0.820 $43 $187 1.00 0.789 $147 2021E $52 Terminal Value Multiple $52 0.762 $40 2021E $115 1.00 0.724 $83 Normal. $52 8.50x 8.88x 9.25x 9.63x 10.00x (8) $44 0.735 $33 Normal. $60 0.535 SYNERGIES VALUATION SUMMARY Operating Savings WACC Terminal EBITDA Terminal Multiple Terminal Value PV of Unlevered Cash Flows PV of Terminal Value Total Operating Savings Financial Savings Cost of Equity PV of Unlevered Cash Flows PV of Terminal Value (No Growth) IMPLIED VALUE PER SHARE Value of Operating Savings Value of Financial Savings Total Value 7.00% $15 15 16 16 16 Implied Value per Share WACC (%) 7.50% $15 15 15 15 15 Confidential 7.25% $15 15 15 15 16 7.75% $15 15 15 15 15 7.5% $52 9.25x $484 $154 356 $510 9.0% $743 $360 $510 1,103 $1,613 8.00% $14 14 15 15 15 PJT Partners 39#41Overview of Lunar Financial Forecast (US$ mm) Motion Picture Television Production Revenue Adjustment Revenue (Adjusted) Adjusted EBITDA (Pre-SBC, Incl. Equity Income) % Margin Stock-based Compensation Equity Income Adjusted EBITDA (Post-SBC, Excl. Equity Income) % Margin Unlevered Pre-Tax Free Cash Flow Less: Cash Interest Less: Cash Taxes Free Cash Flow Source: Lunar Management. FY 3/15A 1,820 579 $2,400 $385 16% (80) (42) $263 11% $313 (36) (15) $262 FY 3/16A 1,677 670 6 $2,353 $162 7% (78) (51) $32 1% $126 (45) (10) $70 FY Ended March 31, FY 3/17E FY 3/18E 1,874 979 (12) $2,841 $251 9% (86) (59) $106 4% $155 (50) (12) $93 1,913 1,094 (47) $2,960 $263 9% (85) (43) $136 5% $172 (46) (11) $115 FY 3/19E 2,404 1,188 (108) $3,484 $348 10% (49) (47) $252 7% $202 (35) (14) $152 FY 3/20E 2,299 1,136 $3,435 $364 11% (51) (75) $238 7% $292 (35) (14) $243 Confidential FY 3/21E 2,314 1,144 $3,457 $363 11% (52) (75) $236 7% $312 (35) (14) $262 PJT Partners 40#42DCF Valuation of Lunar (US$ mm) CASH FLOW BUILD Revenue (Adjusted) Adj. EBITDA (Post-SBC, Excl. Equity Income) % Margin Less: Capex Less: Unlevered Cash Taxes Less: Cash Spend on Programming in Excess of Amort. Less: Change in NWC & Other Unlevered FCF Stub Factor Discount Factor(2) PV of UFCF IMPLIED PRICE PER SHARE Terminal Value Multiple 14.0x 14.5× 15.0x 15.5x 16.0x 8.00% $21 21 22 22 23 Q4 2017E $849 $69 8% 8.25% $20 21 21 22 23 (2) (3) 63 5 $133 1.00 0.990 $132 Implied Value per Share WACC (%) 8.50% $20 21 21 22 22 2018E $2,960 $136 5% 8.75% $20 21 21 22 1.00 0.941 Source: Lunar Management. (1) Cash taxes estimated based on levered cash taxes adjusted for impact of leverage. (2) Based on discount rate of 8.5%. (11) 51 (91) $76 22 Fiscal Year Ending March 31 2020E 2019E $3,484 $252 7% $72 (14) (34) (58) $138 1.00 0.867 $120 9.00% $20 20 21 21 22 $3,435 $238 7% (10) (14) 14 $227 1.00 0.799 $181 2021E $3,457 $236 7% Terminal Value Multiple (10) (14) 14 20 $245 1.00 0.736 $181 Normal $3,457 $236 7% 14.0x 14.5× 15.0x 15.5x 16.0x (10) (34) 20 $212 1.00 0.707 VALUATION SUMMARY Valuation Summary WACC Terminal EBITDA Terminal Multiple Terminal Value Implied Perpetuity Growth Rate PV of Unlevered Cash Flows IMPLIED PERPETUITY GROWTH RATE PV of Terminal Value Terminal Value as % TEV Implied Enterprise Value 8.00% 1.2% 1.5% 1.7% 1.9% 2.0% Implied Perpetuity Growth Rate WACC (%) 8.50% 1.7% 1.9% 2.1% 2.3% 2.5% 8.25% 1.5% 1.7% 1.9% 2.1% 2.3% 8.75% 1.9% 2.1% 2.4% 2.5% 2.7% Confidential 8.5% $236 15.0x $3,536 2.1% $685 2,500 78.5% $3,185 9.00% 2.2% 2.4% 2.6% 2.8% 3.0% PJT Partners 41#43Pro Forma Financial Projections of the Combined Company (US$ mm) Revenue % Growth Adj. EBITDA (pre-SBC, incl. equity income) (¹) % Margin Plus: Film and Television Amortization Less: Cash Investment in Films and Television Plus: Program Rights Payments Less: Amortization of Program Rights Payments Less: Net Change in Working Capital Less: Capital Expenditure Less: Other Adjustments Plus: Interest Income from Intercompany Loan Less: Net Interest Expense Less: Tax Payments Free Cash Flow Secured Debt Outstanding Unsecured Debt Outstanding Total Debt Outstanding Net Debt Outstanding Cash Balance Secured Debt / Adj. EBITDA Total Debt / Adj. EBITDA Net Debt / Adj. EBITDA Secured Debt % Paid Down Total Debt % Paid Down Free Cash Flow as % of Total Debt Free Cash Flow as % of Net Debt Interest Coverage Ratio Fixed Charge Ratio PF 2018 $4,768 $876 18% 1,509 (1,757) (276) 624 Source: Lunar Management and Solar Management. Projections as provided by Lunar Management. (1) Includes synergies. (78) (27) (104) 214 (373) (16) $591 $2,124 730 $2,854 2,804 $50 2.4x 3.3x 3.2x 30% 25% 21% 21% 5.5x 5.3x PF 2019 FY Ended March 31, $5,367 $1,018 19% 1,784 (2,086) (394) 653 (95) (22) (60) 214 (352) (19) $643 $1,481 670 $2,151 2,101 $50 1.5x 2.1x 2.1x 51% 44% 30% 31% 7.4x 7.3x PF 2020 $5,381 $1,054 20% 1,712 (1,966) (410) 666 (47) (30) (79) 214 (320) (19) $775 $706 670 $1,376 1,326 $50 0.7x 1.3x 1.3x 77% 64% 56% 58% 10.0x 9.7x Confidential PF 2021 $5,469 $1,076 20% 1,722 (1,976) (437) 692 (29) (31) (79) 214 (281) (99) $774 $63 539 $602 552 $50 0.6x 0.5x 98% 84% 129% 140% 16.1x 15.6x PJT Partners 42#44Solar WACC Analysis Assumptions Risk Free Rate (¹) Equity Risk Premium(²) Size Premium (3) Unlevered Beta (4) Cost of Debt (Pre-Tax) Debt / Equity (⁹) Debt / Total Cap Tax Rate Levered Beta Calculation Unlevered Beta Debt / Equity Levered Beta Debt / Total Cap 10% 15% 20% 25% 30% 35% 40% Debt / Equity 11% 18% 25% 33% 43% 54% 67% Equity / Total Cap 90% 85% 80% 75% 70% 65% 60% Unlevered Beta 0.75 0.75 0.75 0.75 0.75 0.75 0.75 2.02% 6.03% 1.49% 0.746 4.2% 39.5% 28.3% 32.4% 0.746 39.5% 0.945 Levered Cost of Equity Calculation Risk Free Rate Equity Risk Premium Levered Beta Size Premium Country Risk Premium Cost of Equity 0.80 0.83 0.87 0.91 0.96 1.02 1.08 WACC Calculation Cost of Equity After-Tax Cost of Debt WACC Size Beta Premium 1.49% 1.49% 1.49% 1.49% 1.49% 1.49% 1.49% Source: Capital IQ. Bloomberg. (1) 20-year treasury yield as of 6/21/16. (2) 2016 Duff & Phelps Valuation Handbook. (3) 2016 Duff & Phelps Valuation Handbook. Size premium for companies with market capitalizations between $2.1bn and $3.2bn. (4) Based on median of 2-year weekly adjusted beta for Solar. 2-year weekly adjusted beta used given Solar spin-off in 2013. (5) Equity includes adjustment for minority interest. Cost of Equity 8.3% 8.5% 8.8% 9.0% 9.3% 9.6% 10.0% PT Cost of Debt 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% 4.2% AT Cost of Debt 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% 2.8% Confidential 2.02% 6.03% 0.945 1.49% 0.00% 9.21% 9.21% 2.82% 7.40% WACC 7.8% 7.7% 7.6% 7.5% 7.4% 7.3% 7.1% PJT Partners 43#45Lunar WACC Analysis Assumptions Risk Free Rate (¹) Equity Risk Premium (²) Size Premium (3) Unlevered Beta(4) Cost of Debt (Pre-Tax) Debt / Equity (5) Debt / Total Cap Tax Rate Levered Beta Calculation Unlevered Beta Debt / Equity Levered Beta Debt / Total Cap 10% 15% 20% 25% 30% 35% 40% Debt / Equity 11% 18% 25% 33% 43% 54% 67% Equity / Total Cap 90% 85% 80% 75% 70% 65% 60% Unlevered Beta 0.91 0.91 0.91 0.91 0.91 0.91 0.91 2.02% 6.03% 0.99% 0.908 3.9% 23.8% 19.2% 15.0% 0.908 23.8% 1.092 Levered Cost of Equity Calculation Risk Free Rate Equity Risk Premium Levered Beta Size Premium Country Risk Premium Cost of Equity 0.99 1.04 1.10 1.17 1.24 1.32 1.42 WACC Calculation Cost of Equity After-Tax Cost of Debt WACC Size Beta Premium 0.99% 0.99% 0.99% 0.99% 0.99% 0.99% 0.99% Source: Capital IQ. Bloomberg. (1) 20-year treasury yield as of 6/21/16. (2) 2016 Duff & Phelps Valuation Handbook. (3) 2016 Duff & Phelps Valuation Handbook. Size premium for companies with market capitalizations between $3.2bn and $5.2bn. (4) Based on median of 5-year monthly adjusted beta for Lunar. (5) Equity includes adjustment for minority interest. Cost of Equity 9.0% 9.3% 9.6% 10.0% 10.5% 11.0% 11.6% PT Cost of Debt 3.9% 3.9% 3.9% 3.9% 3.9% 3.9% 3.9% AT Cost of Debt 3.3% 3.3% 3.3% 3.3% 3.3% 3.3% 3.3% Confidential 2.02% 6.03% 1.092 0.99% 0.00% 9.59% 9.59% 3.29% 8.38% WACC 8.4% 8.4% 8.4% 8.4% 8.3% 8.3% 8.3% PJT Partners 44#46Summary of Lunar's Equity Investments (US$ mm) Equity investments (Ownership) NextPoint, Inc. ("Break Media") -Defy Media Group Roadside Attractions, LLC ("Roadside") Studio 3 Partners, LLC ("EPIX") Starz LLC Celestial Tiger Entertainment POP (TV Guide Network) Pantelion films Atom Tickets Tribeca Short list Next Games Telltale Games Total Equity Investments Source: Lunar Management. Description Break Media, a multiplatform digital media company focused on male-targeted content creation and distribution. In October 2013, Break Media merged with Alloy Digital to create DEFY Media An independent theatrical distribution company, relasing films such as Mr. Holmes, Love & Mercy, A Most Wanted Man, Dear White People, The Skeleton Twins, All Is Lost, Mud, Winter's Bone, The Cove, Arbitrage, Margin Call and Super Size Me A JV with Viacom, its Paramount Pictures unit and MGM. A premium network that delivers recent movie releases, film franchises, original series, documentaries, comedy and music events on television, on demand, online and on devices Subscription video programming on domestic U.S. pay television networks (Starz Networks) and global content distribution (Starz Distribution) A JV with Saban Capital Group, Celestial is a diversified media company based in Hong Kong that operates pay television entertainment channels in Asia and oversees Lunar's distribution rights in Greater China and Southeast Asia A JV with CBS, combines a broadcast network and firstrun syndication series (Entertainment Tonight, The Insider) the studio that produces and distributes the blockbuster Hunger Games, Twilight and Divergent franchises and produces TV series as Mad Men and Orange is the New Black A JV with Videocine, an affiliate of Televisa, which produces, acquires and distributes a slate of English and Spanish language feature films that target Hispanic moviegoers in the U.S. A theatrical movie discovery service through an Android and iOS app designed used to prepurchase tickets and concessions Streaming Video On Demand ("SVOD") service with Tribeca Enterprises, a diversified global media company which owns and operates the Tribeca Film Festival Mobile games developer founded in 2013 and headquartered in Helsinki, Finland An independent developer and publisher of games for interactive platforms from home consoles and PC to mobile and tablet devices, particularly in the episodic delivery of digital gaming content Ownership 16% 43% 31% 5%/ 15% Voting 16% 50% 49% 20% 75% ΝΑ NA Confidential ['1 [-] F 11 1:1 1.1 [1 E 11 11 $1*1 PJT Partners 45#47Solar Broker Estimates TARGET PRICE BROKER Macquarie Deutsche Bank Morgan Stanley FBN Pivotal Research Group Evercore ISI Goldman Sachs FBR Drexel Hamilton DATE 5/01/16 4/29/16 4/29/16 4/29/16 4/29/16 4/29/16 4/29/16 4/29/16 4/29/16 $28.00 $47.00 $27.00 $35.38 $32.00 $33.00 $30.00 $26.00 $27.50 MULTIPLE 6.8x '17E EBITDA N/A 10.5x 2020E FCF/shr 8.5x '16E OIBDA of $509mm 8.5x '16E EBITDA of $486mm N/A N/A N/A N/A Source: Company Filings, Bloomberg, Wall Street Research, Thomson One and CapitallQ. METHODOLOGY/COMMENTARY > Price catalysts include original programming, positive video net adds, and M&A > Increase from previous target of $27.00 due to subscriber ramp and programming cost stabilization > $43/share in stand-alone value, derived from DCF assuming 8.1% WACC "$4 per share in value for estimated synergies in a hypothetical deal with LGF" > Discounted back to '16 at 10% cost of equity > "Due to the scarcity value of a premium network with the growth opportunity Starz has, we can argue the equity is worth a solid double digit multiple" > N/A Confidential > Target based on DCF valuation, which excludes a possible sale transaction > N/A > N/A > N/A PJT Partners 46#48Lunar Broker Estimates TARGET PRICE BROKER RBC Capital Markets Pacific Crest Securities Piper Jaffray Argus Research Barrington Research FBR Capital Markets Evercore ISI Bernstein Cowen B Riley & Co DATE 6/10/16 6/7/16 6/7/16 6/6/16 6/6/16 6/5/16 6/5/16 6/3/16 6/2/16 5/31/16 $23.00 $27.00 $30.00 $34.00 $27.00 $23.00 $32.00 $34.00 $22.00 $30.00 MULTIPLE 14.4x CY2016E /CY2017E EBITDA N/A N/A N/A 15x FY2017E EBITDA N/A N/A N/A N/A N/A Source: Company Filings, Bloomberg, Wall Street Research, Thomson One and CapitallQ. METHODOLOGY/COMMENTARY > "The next leg in valuation will likely come from key movies doing well (or not) as we think investors have taken a 'show me' approach to the slate." "While nothing was said on the Starz front, we've updated our forecast and think a deal could be highly accretive to LGF Adj. EPS on debt/equity financing of 40%/60%." > N/A > 5-year DCF, 9.0x term EBITDA multiple and 7.2% WACC > N/A "The variety of potential contributors to continuing growth is sufficiently impressive and largely visible, along with management's demonstrated risk mitigation skills, that we are encouraged as to the ability of Lionsgate's management to sustain its momentum, albeit unevenly..." > N/A > N/A > N/A Confidential > N/A > N/A PJT Partners 47#49Lunar Broker Estimates (Cont'd) TARGET PRICE BROKER Macquarie Goldman Sachs Jefferies Wunderlich Securities Topeka Capital Markets J.P. Morgan DATE 5/30/16 5/27/16 5/27/16 5/27/16 5/27/16 5/26/16 $27.00 $24.00 $29.00 $32.00 $40.00 $26.00 MULTIPLE 13x FY2018E EBITDA N/A 18x FY2018E EBITDA N/A N/A 25x FY2018E EPS Source: Company Filings, Bloomberg, Wall Street Research, Thomson One and CapitallQ. METHODOLOGY/COMMENTARY > "Lionsgate is now one of few remaining independent studios and its strategic value will likely continue to rise" > N/A > Confidential "We believe our multiple factors in the uncertainty around film contribution, but gives LGF a premium valuation to the group given the scarcity of platform agnostic content cos." > DCF, 11.2% WACC and 3.25% PGR > N/A > "We continue to favor Lionsgate longer-term as a pure-play content provider that we believe sits in a unique position in the media ecosystem as the last independent studio of notable size." PJT Partners 48#50Analyst Perspectives on HBO and Showtime EQUITY RESEARCH BENCHMARKING - HBO & SHOWTIME HBO Wedbush Nomura MKM Cowen Guggenheim Macquarie Wunderlich 5/5/2016 Morgan Stanley 5/5/2016 5/5/2016 Deustche Bank JBL 5/5/2016 5/4/2016 JP Morgan RBC 5/4/2016 UBS 5/4/2016 Wells Fargo 5/4/2016 5/4/2016 5/4/2016 Median Date Showtime 5/25/2016 5/5/2016 5/5/2016 5/5/2016 Date Morgan Stanley 5/4/2016 Median Source: Wall Street research. NAV $16,522 29,349 26,375 29,055 $27,715 NAV $11,817 $11,817 Revenue 2016E 2017E 2018E $6,075 5,990 6,544 5,928 6,370 6,873 5,934 6,263 6,580 5,951 6,410 6,906 5,930 6,315 6,725 5,892 6,273 6,759 5,950 5,951 5,988 6,449 5,919 6,320 5,954 6,411 5,895 6,222 5,943 6,417 5,864 6,190 6,561 $5,939 $6,318 $6,725 Revenue 2016E 2017E 2018E $2,725 $2,985 $3,107 $2,725 $2,985 $3,107 Revenue Growth 2016E 2017E 2018E 8.2% 6.7% 9.3% 5.6% 7.5% 7.9% 5.7% 5.5% 5.1% 6.0% 7.7% 7.7% 5.6% 6.5% 6.5% 4.9% 6.5% 7.7% 6.0% 5.9% 5.4% 6.0% 0.6% 7.7 % 6.8% 7.7% 5.5% 8.0% 5.6% 6.0% 7.7% 5.0% 5.8% 4.4% 5.8% 6.6% Revenue Growth 2016E 2017E 2018E (8.4%) 9.6% 4.1% (8.4%) 9.6% 4.1% 2016E 2,097 2,083 2,129 EBITDA 2017E $1,816 $1,951 2,174 2,555 • 2,145 2,315 2,537 2,140 2,297 2,449 2,105 2,326 2,577 2,127 2,349 2,590 2,140 2,103 2,356 2018E 2,275 2,219 2,413 $2,127 $2,321 $2,557 EBITDA 2016E 2017E 2018E $929 $992 $1,063 $929 $992 $1,063 EBITDA Margin 2017E 2016E 32.3% 32.1% 38.7% 42.7% 38.2% 39.1% 39.8% 38.1% 38.7% 39.1% 37.5% 39.1% 40.2% 37.9% 39.6% 41.0% 37.3% 37.1% 37.9% 38.1% 37.5% 37.9% 39.6% 2018E 38.2% 37.6% 40.6% 39.1% 40.0% EBITDA Margin 2016E 2017E 2018E 31.2% 36.4% 35.6% 31.2% 36.4% 35.6% Multiple 2016E 2017E 9.1x 13.5x 12.5x Confidential 14.0x 8.5x 12.5x 11.7x 2018E 13.0x 11.9x 10.8x Multiple 2016E 2017E 2018E 12.7x 11.9x 11.1x 12.7x 11.9x 11.1x PJT Partners 49#51Confidential Disclaimers These materials have been prepared by PJT Partners LP ("PJT", "we" or "us") for the client or potential client to whom such materials are directly addressed and delivered (the "Company") in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by written agreements between the Company and PJT. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by PJT. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates of the strategic, financial and operational benefits anticipated to result from the potential transaction, or estimates and forecasts of future financial performance, in each case prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by us or our affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas from PJT or our affiliates. We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information) on and after the earliest to occur of the date of (1) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. PJT Partners 50#52Confidential Disclaimers (Cont'd) We have prepared these materials for the convenience of the Company. These materials are qualified in their entirety by the terms, conditions, limitations, qualifications and disclosures set forth in the engagement letter entered by the Company with us and in any opinion letter delivered by us in connection with these materials. These materials do not (i) constitute a recommendation to the Company or any other party in connection with any transaction; (ii) constitute advice or a recommendation to the Company, any holder of the Company's stock or any other party in connection with any transaction; or (iii) address the Company's or any other party's underlying business and/or financial decision to pursue any transaction, the relative merits of any such transaction as compared to any alternative business or financial strategies that might exist for the Company or any other party, or the effects of any other transaction in which the Company or any other party might engage. PJT Partners 51#53Additional Information Confidential About PJT Partners LP: PJT Partners LP engages in a wide range of financial services activities. In the ordinary course of these activities, PJT Partners LP may (a) provide financial advisory and capital raising services to, without limitation, the Company, any transaction counterparty, any other transaction participant, any other financially interested party with respect to any transaction or any of the foregoing entities' or parties' respective affiliates, subsidiaries, investment funds, portfolio companies and representatives, for which services PJT Partners LP have received, and may receive, compensation and (b) directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to certain bank debt, debt or equity securities and derivative products of or relating to, without limitation, the Company, any transaction counterparty, any other transaction participant, any other financially interested party with respect to any transaction or any of the foregoing entities' or parties' respective affiliates, subsidiaries, investment funds, portfolio companies and representatives. In particular, PJT Partners LP may arrange or participate in financing for or by, without limitation, the Company, any transaction counterparty, any other transaction participant, any other financially interested party with respect to any transaction or any of the foregoing entities' or parties' respective affiliates, subsidiaries, investment funds, portfolio companies and representatives, in all of the foregoing cases whether in connection with any transaction or otherwise. Furthermore, PJT Partners LP and its directors, officers, employees, consultants and agents may have investments in the Company, any transaction counterparty, any other transaction participant, any other financially interested party with respect to any transaction or any of the foregoing entities' or parties' respective affiliates, subsidiaries, investment funds, portfolio companies and representatives. At any given time, PJT Partners LP may be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company and/or the Company's controlling or significant equity holders (if any) in connection with matters unrelated to any transaction or its engagement by the Company. It is possible that PJT Partners LP may from time to time be involved in one or more capacities that, directly or indirectly, may be or may be perceived as being adverse to the Company's and/or the Company's controlling or significant equity holders' (if any) interests in the context of a potential transaction or otherwise. Moreover, PJT Partners LP may, in the course of other client relationships, have or in the future come into possession of information material to the Company's and/or the Company's controlling or significant equity holders' (if any) interests in the context of a potential or actual transaction or otherwise which, by virtue of such other client relationships, PJT Partners LP are not or will not be at liberty to disclose to the Company or the Company's controlling or significant equity holders (if any). PJT Partners 52