[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]

[AMENDMENT NO.3 FORMS-1 REGISTRATION STATEMENT AMC ENTERTAINMENTS,INC. Delaware (State or other jurisdiction of 7832 (Primary Standard Industrial 26-0303916 (I.R.S. Employer One AMC Way Kevin M.nnor, Esq. (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies ofmmunications to: Approximatete ofmmencement of proposedle to public:] [THIRD AMENDED AND RESTATED CERTIFICATE OFORPORATION OF AMC ENTERTAINMENTS,INC.rporation AMC Entertainments,Inc., arporation organized and existing under the laws of the State of Delaware (hereinafter, the Secretary of State FIRST: The original Certificate oforporation of therporation was filed with the Secretary of State of the State of Delaware (the] [THIRD AMENDED AND RESTATED BYLAWS OF AMC ENTERTAINMENTS,INC. A Delawarerporation PREAMBLE DGCLrporation Certificate oforporation These Bylaws are subject to, and governed by, the Generalrporation Law of the State of Delaware theme exists or may hereafter be amended (the ARTICLEI Section1. Registered Office . The registered office of therporation shall be fixed in the Certificate oforporation.] [REGISTRATION RIGHTSREEMENT By and Among AMC ENTERTAINMENTS,INC. ANDLIAN WANDAted of [ ], 2013 TABLE OFNTENTS Page Section1. Certain Definitions 1 Section2. Demand Registrations 4 Section3. Piggyback Registrations 6 Section4. Shelf Takedowns 7 Section5. Suspension Events; Black-out Periods 8 Section6. Lock-Up 9 Section7.] [INDEMNIFICATIONREEMENT by and between AMC ENTERTAINMENTS, and [], Indemniteeted of [], 2013 TABLE OFNTENTS Page ARTICLE 1 DEFINITIONS 2 ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS 6 ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THEMPANY 6 ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Wensent to the use of our reportted August27, 2013 with respect to thensolidated balance sheets of AMC Entertainments,Inc. of December31, 2012 and March29, 2012, and the relatednsolidated statements of operations,mprehensive earnings (loss), stockholders equity, andsh flows for the August31, 2012 to December31,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Amendment No. 3 to Registration Statement #333-190904 on Form S-1 of AMC Entertainments, of our reportted March20, 2013 related to the financial statements of National CineMedia,LLC appearing in the Prospectus, which is part of this Registration Statement.] [Consent of Independent Auditors Wensent to thelusion in this Amendment No. 3 to Registration Statement No. 333-190904 on Form S-1 of AMC Entertainments, of our reportted February20, 2013, on our audits of thensolidated financial statements of Digital Cinema Implementation Partners, and Subsidiaries of December31, 2012 and 2011 and for each of the years in the] [Consent of Independent Registered Public Accounting Firm Wensent to the use of our reportted February6, 2013, with respect to thensolidated balance sheets of Open Road Releasing, of December31, 2012 and 2011, and the relatednsolidated statements of operations, changes in members equity, andsh flows for each of the years in the two-year period ended December31, 2012,] [Consent to be Named a Director Nomineeted: October 31, 2013 Lloyd Hill EX-99.1 a2217470zex-99_1.htm 10 EX-99.1] [Consent to be Named a Director Nomineeted: October31, 2013 Jian Wang EX-99.2 a2217470zex-99_2.htm 11 EX-99.2]