[AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT AMC ENTERTAINMENT HOLDINGS, INC. Delaware (State or other jurisdiction of 7832 (Primary Standard Industrial 26-0303916 (I.R.S. Employer One AMC Way Kevin M. Connor, Esq. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of Communications to: Approximate date of commencement of proposed sale to public: o] [EXECUTION COPY AGREEMENT AND PLAN OF MERGER dated as of May 21, 2012 among AMC ENTERTAINMENT HOLDINGS, INC., DALIAN WANDA GROUP CO., LTD. and, Section 2.11 Article 12 Section 13.01 Section 13.06 solely with respect to the STOCKHOLDER REPRESENTATIVE referred to herein TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions] [Execution Version MANAGEMENT STOCKHOLDERS AGREEMENT OF AMC ENTERTAINMENT HOLDINGS, INC. Agreement Company This Management Stockholders Agreement, dated as of August 30, 2012 (this “ Dalian Wanda Group Co., Ltd. Wanda Schedule 1 Management Member Management Members Party Parties Section 11 , a company organized under the laws of the People’s Republic of China (“ RECITALS : WHEREAS, each of the] [Agreement Company Purchaser MANAGEMENT SUBSCRIPTION AGREEMENT (this “ Wanda Merger Agreement WHEREAS, the Company, Dalian Wanda Group Co., Ltd. (“ NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows: SECTION 1 . Definitions. Affiliate “ Applicable Tax Rate provided “ Board of Directors “ Business Day “ Code “ Class N Common] [Agreement Company Purchaser MANAGEMENT SUBSCRIPTION AGREEMENT (this “ Wanda Merger Agreement WHEREAS, the Company, Dalian Wanda Group Co., Ltd. (“ NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows: SECTION 1 . Definitions. Affiliate “ Applicable Tax Rate provided “ Board of Directors “ Business Day “ Code “ Class N Common] [Agreement Company Purchaser MANAGEMENT SUBSCRIPTION AGREEMENT (this “ Wanda Merger Agreement WHEREAS, the Company, Dalian Wanda Group Co., Ltd. (“ NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows: SECTION 1 . Definitions. Affiliate “ Applicable Tax Rate provided “ Board of Directors “ Business Day “ Code “ Class N Common] [Agreement Company Purchaser MANAGEMENT SUBSCRIPTION AGREEMENT (this “ Wanda Merger Agreement WHEREAS, the Company, Dalian Wanda Group Co., Ltd. (“ NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows: SECTION 1 . Definitions. Affiliate “ Applicable Tax Rate provided “ Board of Directors “ Business Day “ Code “ Class N Common] [Agreement Company Purchaser MANAGEMENT SUBSCRIPTION AGREEMENT (this “ Wanda Merger Agreement WHEREAS, the Company, Dalian Wanda Group Co., Ltd. (“ NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows: SECTION 1 . Definitions. Affiliate “ Applicable Tax Rate provided “ Board of Directors “ Business Day “ Code “ Class N Common] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders We consent to the use of our report dated August 27, 2013 with respect to the consolidated balance sheets of AMC Entertainment Holdings, Inc. as of December 31, 2012 and March 29, 2012, and the related consolidated statements of operations, comprehensive earnings (loss), stockholders’ equity, and cash] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 to Registration Statement #333-190904 on Form S-1 of AMC Entertainment Holdings, Inc. of our report dated March 20, 2013 related to the financial statements of National CineMedia, LLC appearing in the Prospectus, which is part of this Registration Statement. We also consent to] [Consent of Independent Auditors We consent to the inclusion in this Amendment No. 1 to Registration Statement No. 333-190904 on Form S-1 of AMC Entertainment Holdings, Inc. of our report dated February 20, 2013, on our audits of the consolidated financial statements of Digital Cinema Implementation Partners, LLC and Subsidiaries as of December 31, 2012 and 2011 and for each] [Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated February 6, 2013, with respect to the consolidated balance sheets of Open Road Releasing, LLC as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes in members’ equity, and cash flows for each of the years in the two-year]