[AMENDMENT NO. 3 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] [THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMC ENTERTAINMENT HOLDINGS, INC. Corporation AMC Entertainment Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter, the “ Secretary of State FIRST: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware (the “ Board] [THIRD AMENDED AND RESTATED BYLAWS OF AMC ENTERTAINMENT HOLDINGS, INC. A Delaware Corporation PREAMBLE DGCL Corporation Certificate of Incorporation These Bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (the “ ARTICLE I Section 1. Registered Office . The registered office of the Corporation] [REGISTRATION RIGHTS AGREEMENT By and Among AMC ENTERTAINMENT HOLDINGS, INC. AND DALIAN WANDA GROUP CO., LTD Dated as of [ ], 2013 TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Demand Registrations 4 Section 3. Piggyback Registrations 6 Section 4. Shelf Takedowns 7] [INDEMNIFICATION AGREEMENT by and between AMC ENTERTAINMENT HOLDINGS, INC. and [ ], as Indemnitee Dated as of [ ], 2013 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS 6 ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY] [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. 3 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. 3 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] [Consent to be Named as a Director Nominee Dated: October 31, 2013 Lloyd Hill EX-99.1 10 a2217470zex-99_1.htm EX-99.1] [Consent to be Named as a Director Nominee Dated: October 31, 2013 Jian Wang EX-99.2 11 a2217470zex-99_2.htm EX-99.2]