Private Share Purchase Agreement between AMC Entertainment Holdings, Inc. and Mudrick Capital Management, LP dated June 1, 2021
Private Share Purchase Agreement
June 1, 2021
AMC Entertainment Holdings, Inc.
One AMC Way
11500 Ash Street
Leawood, Kansas 66211
Ladies and Gentlemen:
AMC Entertainment Holdings, Inc. a Delaware corporation (the “Company”), is pleased to agree to sell to Mudrick Capital Management, LP, (the “Purchaser” or “you”), 8,500,000 shares of the Company’s Class A common stock (the “Shares”), $0.01 par value per share. The terms on which the Company agrees to sell the Shares to the Purchaser, and the Company and the Purchaser’s agreements regarding such Shares (this “Agreement”), are as follows:
For the sum of $230,500,000 (the “Purchase Price”), the Company agrees to sell 8,500,000 Shares to the Purchaser, and the Purchaser agrees to purchase such Shares. Closing of purchase and sale of the Shares (the “Closing”) shall occur immediately following the execution of this Agreement, in the following steps:
(a) the Purchaser shall pay the Purchase Price, by wire transfer of United States dollars in immediately available funds to an account specified by the Company;
(b) the Company shall issue and deliver the Shares in book-entry form, which shall be acknowledged by a Secretary’s Certificate in the form attached as Exhibit A hereto (an executed version of which shall be held in escrow and released upon receipt of the Purchase Price);
(c) immediately thereafter, the Company shall file a prospectus supplement (the “Prospectus”) to its shelf registration statement on Form S-3 (File No. 333-255546) in the form attached hereto as Exhibit B as further specified in Section 3.1, registering the resale of the Shares;
(d) Upon filing of the Prospectus, the Purchaser hereby instructs the Company to record the issuance of the Shares on the records of the transfer agent (and debit the book entry referred to in (b) above) and deliver the Shares, which the Company agrees to effect by delivering to the transfer agent the instructions attached hereto as Exhibit C.
In the event of termination of this Agreement as provided in Section 3.5, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto.
If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of the Agreement and return it to us.
Very truly yours,
AMC Entertainment holdings, inc.
/s/ Sean D. Goodman
Sean D. Goodman
Executive Vice President and Chief Financial Officer
MUDRICK CAPITAL MANAGEMENT, LP
/s/ Glenn Springer
Chief Financial Officer
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