SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)*

STARZ ENTERTAINMENT CORP /CN/ (Name of Issuer)

Common Shares (Title of Class of Securities)

855919106 (CUSIP Number)

William Barratt Liberty 77 Capital L.P., 2099 Pennsylvania Ave NW Washington, DC, 20006 202-984-7070 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/04/2026 (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

855919106

1	Name of reporting person Liberty 77 Capital L.P.
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 0.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 0.00
11	Aggregate amount beneficially owned by each reporting person 0.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 0.00 %
14	Type of Reporting Person (See Instructions) IA, PN

SCHEDULE 13D

CUSIP No.

855919106

1	Name of reporting person Liberty 77 Fund L.P.
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 0.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 0.00
11	Aggregate amount beneficially owned by each reporting person 0.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 0.00 %
14	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No.

855919106

1	Name of reporting person Liberty 77 Fund International L.P.
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 0.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 0.00
11	Aggregate amount beneficially owned by each reporting person 0.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 0.00 %
14	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No.

855919106

1	Name of reporting person Liberty 77 Capital Partners L.P.
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 0.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 0.00
11	Aggregate amount beneficially owned by each reporting person 0.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 0.00 %
14	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No.

855919106

1	Name of reporting person Liberty Capital L.L.C.
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 0.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 0.00
11	Aggregate amount beneficially owned by each reporting person 0.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 0.00 %
14	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No.

855919106

1	Name of reporting person STM Partners LLC
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 0.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 0.00
11	Aggregate amount beneficially owned by each reporting person 0.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 0.00 %
14	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No.

855919106

1	Name of reporting person Steven T. Mnuchin
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 0.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 0.00
11	Aggregate amount beneficially owned by each reporting person 0.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 0.00 %
14	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares
(b)	Name of Issuer: STARZ ENTERTAINMENT CORP /CN/
(c)	Address of Issuer's Principal Executive Offices: 2700 COLORADO AVENUE, SUITE 200, SANTA MONICA, CALIFORNIA , 90404.
Item 1 Comment: This Amendment No. 9 amends and supplements the statement on Schedule 13D, dated September 5, 2023, as amended through the date hereof (as so amended, the "Schedule 13D"), and is being filed with the Securities and Exchange Commission by the "Reporting Persons" identified herein relating to the Common Shares (the "Common Shares"), of Starz Entertainment Corp., formerly known as Lions Gate Entertainment Corp., a corporation existing under the laws of British Columbia (the "Issuer"), with its principal executive offices located at 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8, Canada and 1647 Stewart Street, Santa Monica, California 90404, United States.
Item 5.	Interest in Securities of the Issuer
(a)	See the Cover Page of each Reporting Person.
(b)	See the Cover Page of each Reporting Person.
(c)	On March 4, 2026, the Liberty Funds entered into an agreement to sell all of the shares owned by them in a private sale transaction for aggregate consideration of $25 million. The transaction is expected to close as soon as reasonably practicable, and in any event no later than March 13, 2026.
(d)	Not applicable.
(e)	The Reporting Persons will cease to be the beneficial owners of Common Shares upon completion of the sale described in Item 5(c). The Cover Page of each Reporting Person reflects the effects of the closing of the transaction.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The sale described in Item 5(c) above was made pursuant to a Stock Purchase Agreement, dated March 4, 2026. The form of such agreement is included in response to Item 7 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7. Materials to be Filed as Exhibits 1. Form of Stock Purchase Agreement

SIGNATURE
	After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Liberty 77 Capital L.P.

Signature: /s/ Jesse M. Burwell Name/Title: Jesse M. Burwell, Chief Financial Officer Date: 03/05/2026

Liberty 77 Fund L.P.

Signature: /s/ Jesse M. Burwell Name/Title: Jesse M. Burwell, Authorized Person Date: 03/05/2026

Liberty 77 Fund International L.P.

Signature: /s/ Jesse M. Burwell Name/Title: Jesse M. Burwell, Authorized Person Date: 03/05/2026

Liberty 77 Capital Partners L.P.

Signature: /s/ Jesse M. Burwell Name/Title: Jesse M. Burwell, Chief Financial Officer Date: 03/05/2026

Liberty Capital L.L.C.

Signature: /s/ Jesse M. Burwell Name/Title: Jesse M. Burwell, Chief Financial Officer Date: 03/05/2026

STM Partners LLC

Signature: /s/ Jesse M. Burwell Name/Title: Jesse M. Burwell as attorney-in-fact for Steven T. Mnuchin Date: 03/05/2026

Steven T. Mnuchin

Signature: /s/ Jesse M. Burwell Name/Title: Jesse M. Burwell as attorney-in-fact for Steven T. Mnuchin Date: 03/05/2026

EXHIBIT 1

CONFIDENTIAL

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of March 4, 2026 (this “Agreement”), is by and among ___________________ (the “Purchaser”), and Liberty 77 Fund L.P. (the “Liberty Fund”) and Liberty 77 Fund International L.P. (the “International Fund”) (each, a “Seller” and collectively, the “Sellers”). The Sellers and the Purchaser are hereinafter collectively referred to as the “Parties”, and each individually as a “Party.”

WHEREAS, the Sellers desire to severally sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, upon the terms and subject to the conditions set forth herein, the number of shares set forth below (the “Shares”) of common shares (the “Common Stock”), of Starz Entertainment Corp. (the “Issuer”) at a price equal to $25.0 million in the aggregate (the “Purchase Price”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1         Purchase and Sale. Subject to the terms and conditions hereof, at the Closing, (i) the Liberty Fund shall sell, transfer, convey, assign and deliver 390,908 Shares to the Purchaser, and the Purchaser shall purchase and assume such Shares from the Liberty Fund, free and clear of all liens, claims, pledges, options, charges, security interests, deeds of trust, voting agreements, restrictions on ownership, use, voting or transfer, or any other encumbrances or other rights of third parties of any kind (collectively, “Liens”) and (ii) the International Fund shall sell, transfer, convey, assign and deliver 1,412,878 Shares to the Purchaser, and the Purchaser shall purchase and assume such Shares from the International Fund, free and clear of all Liens.

1.2        Consideration. In consideration of the purchase and sale of the Shares severally by the Sellers to the Purchaser, the Purchaser shall pay to the Sellers, at the Closing, an amount equal to the Purchase Price for the sale, transfer, conveyance, assignment and delivery of all of the Shares. For the avoidance of doubt, the portion of the aggregate Purchase Price to be paid to each Seller pursuant to the terms of this Agreement is set forth below the name of the Seller on the signature page hereto.

1.3         Closing. The closing of the purchase and sale of the Shares by the Sellers to the Purchaser hereunder (the “Closing”) shall take place by delivery versus payment trade settlement between the accounts of the Purchaser and the Sellers identified to each other or by such other method as the Parties shall otherwise mutually agree in writing. Subject to the satisfaction or waiver (by the party entitled to waive the same) of all of the conditions set forth herein, the Closing shall occur as soon as reasonably practicable on or after the date hereof, and in any event on or before March 13, 2026, or at such other place, time or date or in such other manner as the Parties shall otherwise mutually agree in writing.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller hereby severally, and not jointly and severally, represents and warrants to the Purchaser as follows:

2.1        Organization; Authority. The Seller has all necessary power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. All acts or proceedings required to be taken by the Seller to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder have been properly taken. No additional proceedings or approvals on the part of the Seller are necessary to authorize the execution and delivery of this Agreement and the consummation by the Seller of the transactions contemplated hereby.

2.2        Enforceability. This Agreement has been duly authorized, executed and delivered by the Seller and, assuming the due and valid authorization, execution and delivery of this Agreement by the Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting or relating to creditors’ rights generally and general equitable principles (the “Bankruptcy and Equity Exceptions”).

2.3        No Violation; Consents and Approvals. The execution, delivery and performance of this Agreement, the consummation by the Seller of the transactions contemplated by this Agreement, and the fulfillment of and compliance with the terms and conditions of this Agreement, do not and will not (a) violate, or conflict with, any provision of the organizational documents of the Seller, (b) violate any law applicable to, binding upon or enforceable against the Seller, (c) violate, conflict, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon or accelerate, any contract or agreement to which the Seller is a party or any order or judgment of any federal, state, provincial or local governmental or regulatory commission, board, bureau, agency, court or regulatory or administrative body (a “Governmental Authority”) or arbitrator, or (d) require any notice to, declaration, filing or registration with, approvals or consents of, or assignments by, any Governmental Authority, other than filings required to be made under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or applicable Canadian laws and regulations, except, in the case of (b) and (c), for any such violation, conflict, breach or default which would not have a material adverse effect on the Seller and its subsidiaries, taken as a whole.

2.4        No Brokers. The Seller has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions or similar compensation in connection with the transactions contemplated hereby for which the Purchaser is or would be obligated to pay.

2.5        Ownership of the Shares. The Seller has, immediately prior to the Closing, clear, unencumbered beneficial title to the Shares, free and clear of any Liens (other than pursuant to this Agreement). Upon the consummation of the purchase of the Shares, the Purchaser shall own the Shares free and clear of any Liens (other than any Liens created by the Purchaser).

2.6         Exclusivity of Representations. The representations and warranties made by the Seller in this Agreement are the exclusive representations and warranties made by the Seller. The Seller hereby disclaims any other express or implied representations or warranties.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Sellers as follows:

3.1         Organization; Authority. The Purchaser has all necessary power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. All acts or proceedings required to be taken by the Purchaser to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder have been properly taken. No additional proceedings or approvals on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby.

3.2         Enforceability. This Agreement has been duly authorized, executed and delivered by the Purchaser and, assuming the due and valid authorization, execution and delivery of this Agreement by the Seller, this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as the same may be limited by the Bankruptcy and Equity Exceptions.

3.3         No Violation; Consents and Approvals. The execution, delivery and performance of this Agreement, the consummation by the Purchaser of the transactions contemplated by this Agreement, and the fulfillment of and compliance with the terms and conditions of this Agreement, do not and will not (a) violate, or conflict with, any provision of the organizational documents of the Purchaser, (b) violate any law applicable to, binding upon or enforceable against the Purchaser, (c) violate, conflict, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon or accelerate, any contract or agreement to which the Purchaser is a party or any order or judgment of any Governmental Authority or arbitrator, or (d) require any notice to, declaration, filing or registration with, approvals or consents of, or assignments by, any Governmental Authority, other than filings required to be made under the Exchange Act or applicable Canadian laws and regulations, except, in the case of (b) and (c), for any such violation, conflict, breach or default which would not have a material adverse effect on the Purchaser and its subsidiaries, taken as a whole.

3.4         No Brokers. The Purchaser has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions or similar compensation in connection with the transactions contemplated hereby for which any of the Seller is or would be obligated to pay.

3.5         Sufficient Funds. As of the date of this Agreement and as of the Closing, the Purchaser has or will have, as the case may be, sufficient cash in immediately available funds to pay all amounts payable by it pursuant to this Agreement and all of its fees and expenses, if any, in order to consummate the transactions contemplated by this Agreement. On the date hereof, before and after giving effect to the transactions contemplated by this Agreement, (a) the fair value of the assets of the Purchaser, on a consolidated basis, is greater than the total amount of liabilities,

including, without limitation, contingent liabilities, of the Purchaser; (b) the present fair saleable value of the assets of the Purchaser, on a consolidated basis, is not less than the amount that will be required to pay the probable liability of the Purchaser on its debts as they become absolute and matured; and (c) the Purchaser is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute unreasonably small capital. The Purchaser, on a consolidated basis, does not intend to and does not believe that it will incur debts or liabilities that will be beyond its respective ability to pay such debts and liabilities as they mature. The amount of contingent liabilities of the Purchaser at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that would be reasonably be expected to become an actual or matured liability.

3.6         Accredited Investor; investment purpose; no general solicitation. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Shares will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Shares in violation of the Securities Act. The Purchaser has not been offered the shares by the Sellers or any person acting on their behalf by means of a general solicitation or advertising.

3.7         Independent Investigation. The Purchaser acknowledges that it has had an opportunity to consult its own tax, legal and financial advisors regarding the purchase of the Shares pursuant to this Agreement and has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the Shares, the Issuer and the transaction contemplated hereby. The Purchaser is not relying on the Sellers or any person acting on their behalf for information regarding the Issuer in connection with Purchaser’s evaluation of the Shares as an investment.

3.8         Sanctions. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners, is (i) organized under the laws of, ordinarily resident in, or located in a country or territory that is the subject of comprehensive trade and economic sanctions administered by the United States (collectively, “Sanctions” and such countries, “Restricted Countries”); (ii) 50% or more owned or controlled by the government of a Restricted Country; or (iii) (A) designated on a sanctioned parties list administered by the United States, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identification List (collectively, “Designated Parties”); or (B) 50% or more owned or, where relevant under applicable Sanctions, controlled, individually or in the aggregate, by one or more Designated Party, in each case only to the extent that dealings with such persons are prohibited pursuant to applicable Sanctions.

3.9         Money Laundering. The Purchaser is and has always been conducting operations at all times in compliance with all applicable money-laundering laws administered or enforced by any governmental authority in jurisdictions where the Purchaser and its affiliates operate.

3.10        Exclusivity of Representations. The representations and warranties made by the Purchaser in this Agreement are the exclusive representations and warranties made by the Purchaser. The Purchaser hereby disclaims any other express or implied representations or warranties. The Purchaser acknowledges and agrees that in making the decision to purchase the Shares under this Agreement, the Purchaser has not relied on any statement, whether written or oral, regarding the subject matter of this Agreement, except as expressly provided in this Agreement.

ARTICLE IV

CLOSING CONDITIONS

4.1        Conditions to the Purchaser’s Obligation to Purchase. Each Seller severally acknowledges that the Purchaser’s obligation to pay to such Seller the applicable portion of the Purchase Price in exchange for the Shares set forth in Section 1.2 at the Closing is conditioned upon satisfaction of the following conditions precedent at or before the Closing (any or all of which may be waived by the Purchaser in its sole discretion):

(a)         each Seller has delivered the applicable Shares to the Purchaser (as specified in Section 1.3);

(b)         the representations and warranties of each Seller contained in this Agreement shall have been true and correct at the time of execution of this Agreement and shall be true and correct in all material respects as of the Closing as if given on and as of the Closing (except for representations and warranties expressly stated to relate to a specific date, in which case each such representation and warranty shall be true and correct as of such earlier date); and

4.2         Conditions to the Sellers’ Obligation to Sell. The Purchaser acknowledges that the Sellers’ obligation to sell and deliver to the Purchaser the respective Shares for the applicable portion of the Purchase Price at the Closing is conditioned upon satisfaction of the following conditions precedent at or before the Closing (any or all of which may be waived by the Sellers in their sole discretion):

(a)         the Purchaser has delivered the applicable portion of the Purchase Price to each Seller (as specified in Section 1.3); and

(b)         the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct at the time of execution of this Agreement and shall be true and correct in all material respects as of the Closing as if given on and as of the Closing (except for representations and warranties expressly stated to relate to a specific date, in which case each such representation and warranty shall be true and correct as of such earlier date).

ARTICLE V

MISCELLANEOUS PROVISIONS

5.1         Entire Agreement; Binding Effect. This Agreement constitutes the entirea greement, arrangement and understanding, whether written or oral, among the Parties (or any of them) concerning the subject matter of this Agreement and the transactions contemplated hereby, and it supersedes all prior and/or contemporaneous agreements, arrangements and understandings, if any, whether written or oral, among the Parties (or any of them) concerning such subject matter and transactions. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective permitted successors and permitted assigns.

5.2         Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of any of the Parties without the prior written consent of the other Parties.

5.3         Amendment and Modification. This Agreement may only be amended, modified or supplemented at any time by the Parties pursuant to a further instrument signed by all Parties and specifically referring to this Agreement.

5.4         No Waivers. Except as otherwise expressly provided in this Agreement, no failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy hereunder by any Party, and no course of dealing between or among the Parties, shall constitute a waiver of any such right, power or remedy. No waiver by a Party of any default, misrepresentation, or breach of warranty or covenant under this Agreement, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant under this Agreement or affect in any way any rights arising by virtue of any such prior or subsequent occurrence. No waiver shall be valid unless in writing and signed by the Party against whom such waiver is sought to be enforced.

5.5         Notices. Unless otherwise provided in this Agreement, all notices and other communications under this Agreement shall be in writing and may be given by any of the following methods: (a) personal delivery; (b) email transmission; or (c) overnight delivery service by Federal Express or an equivalent, recognized courier service. Such notices and communications shall be sent to the appropriate Party at its address or email address given below or at such other address or email address for such Party as shall be specified by notice given under this Agreement (and shall be deemed given upon receipt by such Party or upon actual delivery to the appropriate address, or, in case of an email transmission, upon transmission by the sender without any returned delivery failure notice; any email transmission shall be promptly acknowledged by the recipient):

5.6         Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a)         This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made between residents of that state, executed in and to be performed entirely within that state, notwithstanding the Parties’ actual respective jurisdictions of legal domicile. All actions and proceedings arising out of or relating to this Agreement and the transactions contemplated hereby shall be heard and determined exclusively in any state or federal court located in the Southern District of New York, New York, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each Party irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Party at its address specified in Section 5.5. The Parties agree that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 5.6 shall affect the right of any Party to serve legal process in any other manner permitted by law. The consents to jurisdiction set forth in this Section 5.6 shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided in this Section 5.6 and shall not be deemed to confer rights on any person or entity other than the Parties.

(b)         EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6(b).

5.7         Descriptive Headings; References. The descriptive headings used in this Agreement are inserted for convenience of reference only and shall in no way be construed to define, limit, describe, explain, modify, amplify, or add to the interpretation, construction or meaning of any provision of, or scope or intent of, this Agreement or in any way affect this Agreement.

5.8         Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An executed counterpart signature page to this Agreement delivered by means of electronic transmission shall be deemed to be an original and shall be as effective for all purposes as delivery of a manually executed counterpart.

5.9         Further Actions. Each Party shall, from time to time and without further consideration, execute such further documents or instruments and take such other actions as any other Party hereto shall reasonably request in order to fulfill its obligations under this Agreement and to effectuate the purposes of this Agreement.

5.10         Fees and Expenses. All costs and expenses (including legal and financial-advisory fees and expenses, if any) incurred in connection with, or in anticipation of, this Agreement and the transactions contemplated by this Agreement shall be paid exclusively by the Party incurring such expenses, without contribution.

5.11         Survival; Breach of Agreement. The representations, warranties, agreements and covenants set forth herein (including Article V) shall survive the Closing indefinitely. Should a Party breach this Agreement, in addition to, and without limiting, all other rights and remedies available under applicable law (which rights and remedies shall be cumulative and elective), then such Party shall be responsible for all reasonable, documented out-of-pocket fees and expenses incurred by the other Parties in enforcing their respective rights hereunder against such breaching Party, including any fees and expenses of financial advisors, attorneys, accountants and other professionals.

5.12         Severability. The invalidity or unenforceability of any term or provision of this Agreement in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction, and the remaining terms and provisions shall remain in full force and effect to the fullest extent permitted by law.

5.13         No Presumption. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

5.14         Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their respective permitted successors and permitted assigns, and this Agreement shall not be deemed to confer upon or give to any other third party any remedy, claim of liability or reimbursement, cause of action or other right.

5.15         Specific Performance. Each of the Parties expressly recognize and acknowledge that immediate, extensive and irreparable damage would result, no adequate remedy at law would exist, and damages would be difficult to determine in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Therefore, in addition to, and not in limitation of, any other remedy available to any Party, a Party shall be entitled to specific performance of the terms hereof and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy and without the posting of any bond or other security being required. Such remedies, and any and all other remedies provided for in this Agreement, shall be cumulative in nature and not exclusive and shall be in addition to any other remedies whatsoever which any Party may otherwise have. Each of the Parties acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the Parties. Each of the Parties hereby further acknowledges that the existence of any other remedy contemplated by this

Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. Each Party further agrees that in the event of any action by any other Party for specific performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly signed as of the date first above written.