#1PJT Partners Project Galaxy PRESENTATION TO THE BOARD OF DIRECTORS May 23, 2016 Confidential PJT CONFIDENTIAL#2Project Galaxy Term Sheet New Share Class Offer Consideration Offer Price at Lunar Share Price of $19.79(1) Warrants Cash Funding (1) Lunar price as of 5/20/16. (2) Theoretical Ex-Rights Price. > Lunar to authorize the issue of Class B No Vote Common Stock as consideration in the merger with Solar > Solar Class A Shares • . > Solar Class B Shares . . . $23.25 cash consideration per Solar Class A Share 0.392 shares in the form of Lunar Class B No Vote Common Stock per Solar Class A Share at a fixed exchange ratio, representing $715mm total equity consideration at Lunar share price of $19.79(1) 0.251 warrants issued per Solar Class A Share > $31.67 per Solar Class A Share > $34.83 per Solar Class B Share (10% premium to Solar Class A) Confidential > Warrants issued to Solar shareholders representing 10% of the Pro Forma combined company > $40 strike price > 24 month expiration from transaction close > Warrants entitle Solar shareholders to Lunar Class B No Vote Common Stock > Warrants to be exercised on a net basis . $25.58 cash consideration per Solar Class B Share 0.431 shares in the form of Lunar Class B No Vote Common Stock per Solar Class B Share at a fixed exchange ratio, representing $62mm total equity consideration at Lunar share price of $19.79(1) 0.276 warrants issued per Solar Class B Share . > Lunar to fund cash component of $2.3bn via incremental debt raised > Total financing of $3.3bn including refinancing of existing Solar debt > $500 million rights issue of Lunar Class B No Vote Common Stock with issuance of rights to all shareholders of the Pro Forma combined company Right issue undertaken at a 25% discount to TERP(2) Assumed to take place post merger with the proceeds applied to debt pay down Tradeable PJT Partners 1 CONFIDENTIAL#3Illustrative Merger with Solar ($ in millions except per share prices) Total Value Offered per Solar Class A Share Cash Value Stock Value Warrant Value Warrants Strike Price Warrants as % of Post Deal Fully Diluted Shares Expiration Aggregate Consideration Cash Consideration Lunar Class B No Vote Common Stock Warrants PRO FORMA LEVERAGE Based on $23.25 Cash Consideration Per Solar Class A Share Gross Debt Pre Rights Offering) Gross Debt Pre Rights Offering / PF FY2017E EBITDA Gross Debt Post Rights Offering Gross Debt Post Rights Offering / PF FY2017E EBITDA Source: Company filings and Capital IQ Note: Market data as of 5/20/16. $40.00 10% 24 Months From Close $31.67 23.25 7.75 0.67 (1) Based on warrants issued at the current Lunar Share Price. (2) Malone/Liberty / Discovery/Maffei ownership, (3) Based on Lunar Adjusted EBITDA of $250mm and Solar OIBDA of $525mm in FY17E. (4) Excludes synergies and [*] (5) Excludes synergies. $3,176 2,332 777 67 OWNERSHIP BASED ON $23.25 PER SOLAR CLASS A SHARE PF Economic Ownership (No Warrant Dilution) MHR M/L/D/M Total Lunar Total Solar PF Voting Ownership (No Warrant Dilution) MHR M/L/D/M Total Lunar Total Solar PF EBITDA Excl. Synergies & [*] $725mm(4) $4,205 $3,705 PF FY2017E EBITDA (3) PF EBITDA Excl. Synergies $775mm (5) $4,205 5.4x $3,705 4.8x Confidential (6) Includes $35mm of run-rate cost synergies. (7) Assumes Solar 12/31/16E debt of $1,007mm, Solar 12/31/16E cash of $25mm, Lunar 12/31/16E debt of $910mm, Lunar 12/31/16E cash of $68mm and minimum cash of $50mm. Assumes Lunar stops paying dividends post announcement of transaction. 15.9% 9.3% 79.4% 20.6% 20.0% 9.5% 100.0% PF EBITDA Incl. Cost Synergies $810mm (6) $4,205 5.2x $3,705 4.6x PJT Partners 2 CONFIDENTIAL#4Implied TEV/FY2017E EBITDA Multiple at Various Offer Prices Based on FY2017E EBITDA (Pre-SBC) Multiples EXCLUDING NPV OF TAX SYNERGIES Solar Adj. EBITDA $450 $475 $500 $510 $525 $550 $560 Offer Price Per Solar Class A Share (¹) $31.00 $33.00 9.3x 9.8x 8.8x 9.3x 8.4x 8.8x 8.2x 8.7x 8.0x 8.4x 7.6x 8.0x 7.5x 7.9x $29.00 8.8x 8.3x 7.9x 7.8x 7.5x 7.2x 7.1x $35.00 10.3x 9.8x 9.3x 9.1x 8.8x 8.4x 8.3x FY2017E EBITDA (Pre-SBC) FY2017E EBITDA (Pre-SBC) [*] FY2017E EBITDA (Pre-SBC) including $35mm of cost synergies FY2017E EBITDA (Pre-SBC) [*] and including $35mm of cost synergies INCLUDING NPV OF TAX SYNERGIES(2) Solar Adj. EBITDA $450 $475 $500 $510 $525 $550 $560 Confidential Offer Price Per Solar Class A Share (¹) $31.00 $33.00 7.8x 8.3x 7.4x 7.8x 7.0x 7.4x 6.8x 7.3x 6.7x 7.1x 6.3x 6.8x 6.2x 6.6x $29.00 7.3x 6.9x 6.5x 6.4x 6.2x 5.9x 5.8x Source: Capital IQ and Bloomberg. Note: Market data as of 5/20/16. Analysis shows implied TEV/FY17E multiples of Solar at various prices upon closing. Valuation includes Lunar ownership in Solar, (1) Offer value of cash and stock consideration only. Excludes value of warrants. Includes 10% premium for Solar Class B stock. (2) Assumes $693mm total value of tax synergies based on run rate tax benefit of $60mm discounted at Lunar's cost of equity (8.7%). $35.00 8.8x 8.3x 7.9x 7.7x 7.5x 7.2x 7.0x PJT Partners 3 CONFIDENTIAL#5Illustrative Accretion / Dilution Analysis [*] and $500mm Post-Transaction Rights Offer Without Synergies LFCF / Share $ Accretion/ (dilution) % Accretion/ (dilution) Diluted Earnings / Share $ Accretion/(dilution) % Accretion / (dilution) With Synergies LFCF / Share $ Accretion/ (dilution) % Accretion / (dilution) Diluted Earnings / Share $ Accretion/ (dilution) % Accretion/ (dilution) Source: Capital IQ and PJT estimates based on Wall Street research and discussions with Lunar Management. (1) Includes $35mm of run-rate cost synergies and $60mm of run-rate tax synergies. FY2017E $0.32 36% $0.47 37% $0.72 80% $0.86 69% Confidential PJT Partners 4 CONFIDENTIAL#6Has / Gets Analysis BASED ON FY2017E ($ in millions except per share data) (Balance sheet data estimated as of 12/31/16E) Adj. EBITDA Per Share Unadjusted [*] Synergies (annual) Cost Savings Tax Savings Financial (Liabilities) / Assets Net Debt Equity Investments and Other Financial Assets and (Liabilities) (2) Total Financial (Liabilities)/ Assets Post-Merger Total $775 $35 60 ($4,155) 899 ($3,256) Source: Capital IQ and PJT estimates based on Wall Street research and discussions with Lunar Management. Note: As of FY2017E. Excludes Rights Offering. (1) Based on market value. Includes minority interest in Pilgrim Studios. Equity investments adjusted for full consolidation of Solar. Has Owner of a Single LGF Share Gets $1.65 [*] ($5.55) 6.36 $0.81 $4.06 [+] $0.18 0.31 ($21.76) $4.71 ($17.05) Confidential A $2.41 $0.18 0.31 ($16.21) (1.65) ($17.86) PJT Partners 5 CONFIDENTIAL#7Confidential This document contains highly confidential information and is solely for informational purposes. You should not rely upon or use it to form the definitive basis for any decision or action whatsoever, with respect to any proposed transaction or otherwise. You and your affiliates and agents must hold this document and any oral information provided in connection with this document, as well as any information derived by you from the information contained herein, in strict confidence and may not communicate, reproduce or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. 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