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AMC Deposit Agreement
DEPOSIT AGREEMENT by and among
AMC ENTERTAINMENT HOLDINGS, INC. as Issuer and
COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN:

Deposit of the Preferred Stock; Execution and Delivery of Receipts in Respect Thereof:
Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of the Preferred Stock under this Deposit Agreement by delivery to the Depositary, including via electronic book-entry, of the shares of Preferred Stock to be deposited (or in such other manner as may be agreed to by the Corporation and the Depositary), duly endorsed and accompanied, (1) by a duly executed instrument of transfer or endorsement (if required by the Depositary), in form reasonably satisfactory to the Depositary; (2) an opinion of counsel addressed to the Depositary as more fully described in the subsequent paragraph; (3) a certificate, duly executed by an officer of the Corporation that shall include the terms and conditions of the Preferred Stock to be issued by the Corporation and deposited with the Depositary from time to time in accordance with the terms hereof and certifying as to the (i) amended and restated certificate of incorporation of the Corporation, (ii) the Bylaws of the Corporation, (iii) the Certificate of Designations of the Preferred Stock, each as then in effect; and (4) a written order of the Corporation directing the Depositary to (i) register such shares of the Preferred Stock in uncertificated form by direct registration, and (ii) execute and deliver to, or upon the written order of, the Person or Persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of AMC Preferred Equity Units representing such deposited shares of the Preferred Stock.

The Corporation shall, concurrently with delivery of any Preferred Stock to the Depositary, cause to be provided an opinion of counsel to the Corporation authorizing reliance on such counsel's opinion delivered to the underwriters named therein, if applicable, and the Depositary, relating to (i) the status of the Preferred Stock and AMC Preferred Equity Units as validly issued, fully paid and non-assessable and (ii) the effectiveness of the registration statement under the Securities Act registering the AMC Preferred Equity Units and Preferred Stock or that no such registration is required.

The shares of the Preferred Stock that are deposited pursuant to this Deposit Agreement shall be held by the Depositary at the Depositary's Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any shares of the Preferred Stock deposited hereunder.

Upon receipt by the Depositary of shares of the Preferred Stock deposited in accordance with the provisions of this Section 2.2, together with the other documents required as above specified, and upon recordation of the shares of the Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the Person or Persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number of AMC Preferred Equity Units representing the shares of the Preferred Stock so deposited and registered in such name or names as may be requested by such Person or Persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary's Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the Person requesting such delivery.

Antaras APE's

On February 7, 2023 (the "Closing Date"), AMC Entertainment Holdings, Inc. (the "Company", or "AMC"), in connection with the consummation of its previously announced forward purchase agreement (the "Forward Purchase Agreement"), dated as of December 22, 2022 by and between the Company and Antara Capital LP (the "Investor"), issued to the Investor 106,595,106 AMC Preferred Equity Units ("APEs") for an aggregate purchase price of $75.1 million (the "Forward Purchase APEs") and (ii) simultaneously purchased from the Investor, on a private basis, $100 million aggregate principal amount of the Company's 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 (the "Exchange Notes") in exchange for 91,026,191 APEs (together with the Forward Purchase APEs, the "Private Placement APEs") and cash equal to the accrued and unpaid interest on the Exchange Notes. The Company intends to use the net proceeds from the sale of the Private Placement APEs primarily to further deleverage and/or bolster liquidity.

On February 9, 2023, the Company and the Investor agreed to a mutual waiver of the lock-up restrictions in the Forward Purchase Agreement restricting the sale, transfer or other disposition of Forward Purchase APEs. In accordance with the mutual waiver, the lock-up restrictions will not apply to (i) sales of Forward Purchase APEs by the Investor in an amount not to exceed an aggregate of 26 million Forward Purchase APEs, and (ii) sales of APEs by the Company in an amount not to exceed $140 million. The Company also agreed that prior to March 31, 2023, it will not issue or exchange, without the Investor's prior written consent, any Class A common stock in return for cancellation of the Company's outstanding indebtedness.

Debt Repurchases

In addition to the Exchange Notes purchased on February 7, 2023 pursuant to the Forward Purchase Agreement, the Company has repurchased $85.2 million aggregate principal amount of its outstanding debt since December 19, 2022, at an average discount of approximately 49%, including additional repurchases from the Investor of $56.9 million aggregate principal amount of the Company's 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 and $4.1 million aggregate principal amount of the Company's 5.875% Senior Subordinated Notes due 2026.

As a result of these debt repurchases and the purchase of the Exchange Notes, total debt repurchased since the beginning of 2022, including the previously announced Odeon debt refinancing reported on October 20, 2022, now stands at $365 million.

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