Common use of Additional Equity Financing Clause in Contracts

Additional Equity Financing. The Company intends to continue to pursue an at-the-market program that includes up to approximately 63.3 million remaining shares under our existing at-the-market programs (including the shares to be sold under the Equity Distribution Agreement). The amount of liquidity we might generate will primarily depend on the market price of our Class A common stock, trading volumes, which impact the amount of shares we are able to sell, and the available periods during which sales may be made. As of January 22, 2021, the Company has raised proceeds of approximately $565 million, before fees, through the sale of approximately 214.8 million shares of its Class A common stock pursuant to its at-the-market offering programs. Because our market price and trading volumes are volatile, there is no guarantee as to the amounts of liquidity we might generate or that our prior experience accurately predicts the results we will achieve. • Landlord Negotiations. Commencing in 2021, our cash expenditures for rent were scheduled to increase significantly as a result of rent obligations that have been deferred to 2021 and future years that are approximately $450 million as of December 31, 2020. In light of our liquidity challenges, and in order to establish our long-term viability, we believe the Company must continue to reach accommodations with its landlords to ▇▇▇▇▇ or defer a substantial portion of the Company’s rent obligations, in addition to generating sufficient amounts of liquidity through the at-the-market program and the other potential financing arrangements discussed below. Accordingly, the Company has entered into additional landlord negotiations to seek material reductions, abatements and deferrals in our rent obligations. In connection with these negotiations, we have ceased to make rent payments under a substantial portion of our leases and have received notices of default, the result of which may permit landlords to threaten or seek potential remedies, including termination of leases, acceleration of obligations or involuntary insolvency proceedings. We continue to renegotiate leases with landlords to attain additional concessions. To the extent we achieve substantial deferrals but not abatements, our cash requirements will increase substantially in the future. • Other Creditor Discussions. While the liquidity we have raised has substantially extended our liquidity runway, the new debt we have raised or that has been committed, together with the higher interest rate payments that will be required in the future but have largely been deferred, will substantially increase our leverage and future cash requirements. These future cash requirements, like our deferred rent obligations, will present a challenge to our long-term viability if our operating income does not return to pre-COVID levels. Even then, we believe we will need to engage in discussions with our creditors to substantially reduce our leverage. We expect to continue to explore alternatives that include new-money financing, potentially in connection with converting debt to equity, which would help manage our leverage but would be dilutive to holders of our Common Stock. We expect we will continue to receive from and discuss proposals with all classes of creditors. These discussions may not result in any agreement on commercially acceptable terms. We are also in discussions with our revolving lenders under our first-lien credit facility to seek a waiver from the requirement to maintain a secured leverage ratio specified therein while a certain amount of revolving loans are outstanding thereunder. We previously received a waiver that established a holiday from complying with this covenant, which resumes in connection with the second quarter of 2021 and which we do not expect to be able to satisfy. We can give no assurances with regard to our ability to obtain a waiver, failure of which would be expected to result in a default under our first-lien credit facility. Similarly, under our first-lien credit facility, an event of default will occur if the independent auditor’s report in our annual financial statements includes a “going concern” or like qualification or exception, except in limited circumstances. Therefore, prior to the issuance of our audited financial statements for the year ended December 31, 2020 in early March, we may also be required to seek a related waiver from required lenders under our first-lien credit facility. Prior to raising additional liquidity, we have publicly stated that due to uncertainty regarding our ability to raise material amounts of additional liquidity and the uncertainty as to the time at which attendance levels might normalize, substantial doubt exists about the Company’s ability to continue as a going concern for a reasonable period of time. Although significant risks remain and there is significant uncertainty as to when attendance levels will normalize, we have raised significant liquidity that improves our liquidity outlook. In conjunction with the issuance of our annual financial statements for the year ended December 31, 2020, the Company will need to determine whether this improved liquidity is sufficient to overcome the previously disclosed substantial doubt regarding its ability to continue as a going concern. • Joint-Venture or Other Arrangements with Existing Business Partners and Minority Investments in Our Capital Stock. We continue to explore other potential arrangements, including equity investments, to generate additional liquidity. The Company is unable to determine at this time whether these potential sources of liquidity will be available to it and there is no guarantee, as we have previously disclosed, that we will obtain liquidity that will be sufficient for our requirements. It is very difficult to estimate our liquidity requirements, future cash burn rates and future attendance levels. Depending on the Company’s assumptions regarding the timing and ability to achieve more normalized levels of operating revenue, the estimates of amounts of required liquidity vary significantly. Similarly, it is very difficult to predict when theatre attendance levels will normalize, which we expect will depend on the widespread availability and use of effective vaccines for the coronavirus. However, our current cash burn rates are not sustainable. Further, we cannot predict what supply of movie titles will be available for theatrical exhibition once moviegoers are prepared to return in large numbers. Nor can we know with certainty the impact of the Warner Bros. announcement or any similar announcements regarding the release of movie titles concurrently to the home video or streaming markets, as those arrangements will be subject to negotiations that have not yet taken place. There can be no assurance that the attendance level and other assumptions used to estimate our liquidity requirements and future cash burn will be correct, and our ability to be predictive is uncertain due to the unknown magnitude and duration of the COVID-19 pandemic. We continue to caution investors about the highly speculative nature of an investment in our Class A common stock and refer investors to the risk factors we have previously published, including the risk factors contained in this prospectus supplement. We urge potential investors to review carefully these disclosures. The foregoing statements regarding liquidity are forward-looking statements that should also be read together with the Cautionary Statement Regarding Forward-Looking Statements contained in this prospectus supplement. AMC Entertainment Holdings, Inc. Up to an aggregate of 50,000,000 shares of our Class A common stock. actual number of shares issued may not exceed the number of authorized and available shares under our amended and restated certificate of incorporation.

Additional Equity Financing. The Company intends to continue to pursue an at-the-market program that includes up to approximately 63.3 million remaining shares under our existing at-the-market programs (including the shares to be sold under the Equity Distribution Agreement). The amount of liquidity we might generate will primarily depend on the market price of our Class A common stock, trading volumes, which impact the amount of shares we are able to sell, and the available periods during which sales may be made. As of January 22, 2021, the Company has raised proceeds of approximately $565 million, before fees, through the sale of approximately 214.8 million shares of its Class A common stock pursuant to its at-the-the- market offering programs. Because our market price and trading volumes are volatile, there is no guarantee as to the amounts of liquidity we might generate or that our prior experience accurately predicts the results we will achieve. • Landlord Negotiations. Commencing in 2021, our cash expenditures for rent were scheduled to increase significantly as a result of rent obligations that have been deferred to 2021 and future years that are approximately $450 million as of December 31, 2020. In light of our liquidity challenges, and in order to establish our long-term viability, we believe the Company must continue to reach accommodations with its landlords to ▇▇ab▇▇▇ or ▇r defer a substantial portion of the Company’s rent obligations, in addition to generating sufficient amounts of liquidity through the at-the-market program and the other potential financing arrangements discussed below. Accordingly, the Company has entered into additional landlord negotiations to seek material reductions, abatements and deferrals in our rent obligations. In connection with these negotiations, we have ceased to make rent payments under a substantial portion of our leases and have received notices of default, the result of which may permit landlords to threaten or seek potential remedies, including termination of leases, acceleration of obligations or involuntary insolvency proceedings. We continue to renegotiate leases with landlords to attain additional concessions. To the extent we achieve substantial deferrals but not abatements, our cash requirements will increase substantially in the future. • Other Creditor Discussions. While the liquidity we have raised has substantially extended our liquidity runway, the new debt we have raised or that has been committed, together with the higher interest rate payments that will be required in the future but have largely been deferred, will substantially increase our leverage and future cash requirements. These future cash requirements, like our deferred rent obligations, will present a challenge to our long-term viability if our operating income does not return to pre-COVID levels. Even then, we believe we will need to engage in discussions with our creditors to substantially reduce our leverage. We expect to continue to explore alternatives that include new-money financing, potentially in connection with converting debt to equity, which would help manage our leverage but would be dilutive to holders of our Common Stock. We expect we will continue to receive from and discuss proposals with all classes of creditors. These discussions may not result in any agreement on commercially acceptable terms. We are also in discussions with our revolving lenders under our first-lien credit facility to seek a waiver from the requirement to maintain a secured leverage ratio specified therein while a certain amount of revolving loans are outstanding thereunder. We previously received a waiver that established a holiday from complying with this covenant, which resumes in connection with the second quarter of 2021 and which we do not expect to be able to satisfy. We can give no assurances with regard to our ability to obtain a waiver, failure of which would be expected to result in a default under our first-lien credit facility. Similarly, under our first-lien credit facility, an event of default will occur if the independent auditor’s report in our annual financial statements includes a “going concern” or like qualification or exception, except in limited circumstances. Therefore, prior to the issuance of our audited financial statements for the year ended December 31, 2020 in early March, we may also be required to seek a related waiver from required lenders under our first-lien credit facility. Prior to raising additional liquidity, we have publicly stated that due to uncertainty regarding our ability to raise material amounts of additional liquidity and the uncertainty as to the time at which attendance levels might normalize, substantial doubt exists about the Company’s ability to continue as a going concern for a reasonable period of time. Although significant risks remain and there is significant uncertainty as to when attendance levels will normalize, we have raised significant liquidity that improves our liquidity outlook. In conjunction with the issuance of our annual financial statements for the year ended December 31, 2020, the Company will need to determine whether this improved liquidity is sufficient to overcome the previously disclosed substantial doubt regarding its ability to continue as a going concern. • Joint-Venture or Other Arrangements with Existing Business Partners and Minority Investments in Our Capital Stock. We continue to explore other potential arrangements, including equity investments, to generate additional liquidity. The Company is unable to determine at this time whether these potential sources of liquidity will be available to it and there is no guarantee, as we have previously disclosed, that we will obtain liquidity that will be sufficient for our requirements. It is very difficult to estimate our liquidity requirements, future cash burn rates and future attendance levels. Depending on the Company’s assumptions regarding the timing and ability to achieve more normalized levels of operating revenue, the estimates of amounts of required liquidity vary significantly. Similarly, it is very difficult to predict when theatre attendance levels will normalize, which we expect will depend on the widespread availability and use of effective vaccines for the coronavirus. However, our current cash burn rates are not sustainable. Further, we cannot predict what supply of movie titles will be available for theatrical exhibition once moviegoers are prepared to return in large numbers. Nor can we know with certainty the impact of the Warner Bros. announcement or any similar announcements regarding the release of movie titles concurrently to the home video or streaming markets, as those arrangements will be subject to negotiations that have not yet taken place. There can be no assurance that the attendance level and other assumptions used to estimate our liquidity requirements and future cash burn will be correct, and our ability to be predictive is uncertain due to the unknown magnitude and duration of the COVID-19 pandemic. We continue to caution investors about the highly speculative nature of an investment in our Class A common stock and refer investors to the risk factors we have previously published, including the risk factors contained in this prospectus supplement. We urge potential investors to review carefully these disclosures. The foregoing statements regarding liquidity are forward-looking statements that should also be read together with the Cautionary Statement Regarding Forward-Looking Statements contained in this prospectus supplement. Issuer AMC Entertainment Holdings, Inc. Securities Offered by Us Up to an aggregate of 50,000,000 shares of our Class A common stock. Outstanding after this Offering Up to 356,498,711 shares of our Class A common stock. The actual number of shares issued may not exceed the number of authorized and available shares under our amended and restated certificate of incorporation.