AMC Entertainment : Redline of Revised Proposed Order and Final Judgment over Previous Proposed Order and Final Judgment

EXHIBIT D

EFiled: Jul 22 2023 11:07PM EDT

Transaction ID 70460360

Case No. 2023-0215-MTZ

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE AMC ENTERTAINMENT HOLDINGS, INC. STOCKHOLDER LITIGATION

CONSOLIDATED

C.A. No. 2023-0215-MTZ

REVISED [PROPOSED] ORDER AND FINAL JUDGMENT

WHEREAS, a stockholder class action is pending in the Court, entitled In re AMC Entertainment Holdings, Inc. Stockholder Litigation, Consolidated C.A. No. 2023-0215-MTZ (the "Action");

WHEREAS, a Stipulation and Agreement of Compromise, Settlement, and Release, dated as of April 27, 2023 (the "Stipulation"), has been entered into by and among: (i) Plaintiffs Usbaldo Munoz, Anthony Franchi, and Allegheny County Employees' Retirement System (collectively, "Plaintiffs"), individually and on behalf of the Settlement Class (as defined below); and (ii) Defendants Adam M. Aron, Denise Clark, Howard W. Koch, Jr., Philip Lader, Gary F. Locke, Kathleen M. Pawlus, Keri Putnam, Anthony J. Saich, Adam J. Sussman, Lee Wittlinger, and AMC Entertainment Holdings, Inc. ("AMC" or the "Company") (collectively, "Defendants," and together with Plaintiffs, the "Parties," and each a "Party");

WHEREAS, the Stipulation provides for a settlement, subject to the approval of the Court, among the Parties and for dismissal of the Action with

prejudice as against Defendants upon the terms and conditions set forth in the Stipulation (the "Settlement");

WHEREAS, except for terms defined herein, the Court adopts and incorporates the definitions in the Stipulation for purposes of this Order and Final Judgment;

WHEREAS, by Order dated _______________May 1, 2023 (the

"Scheduling Order"), the Court (i) preliminarily certified the Settlement Class solely for purposes of effectuating the Settlement; (ii) ordered that the Notice of the proposed Settlement be provided to potential Settlement Class Members; (iii) provided Settlement Class Members with the opportunity to object to the proposed Settlement and/or Lead Counsel's application for a Fee and Expense Award, including Plaintiffs' application for Incentive Awards; and (iv) scheduled a hearing regarding final approval of the Settlement;

WHEREAS, the Court conducted a hearing on _____________June 29 and

June 30, 2023 (the "Settlement Hearing") to: (i) determine whether to finally certify the Settlement Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiffs and Lead Counsel have adequately represented the Settlement Class, and whether Plaintiffs should be finally appointed as representatives for the Settlement Class and Lead Counsel should be finally appointed as counsel for the Settlement Class;

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1. determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Settlement Class and in the best interests of the Settlement Class; (iv) determine whether the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Order and Final Judgment approving the Settlement should be entered and the Status Quo Order lifted; (vi) determine whether and in what amount any Fee and Expense Award should be paid to Lead Counsel by Defendants and/or their insurers; (vii) determine whether and in what amount any Incentive Awards, to be paid to solely out of any Fee and Expense Award to Lead Counsel, should be paid to Plaintiffs; (viii) hear and rule on any objections to the Settlement and/or Lead Counsel's application for a Fee and Expense Award, including any Incentive Awards to Plaintiffs; and (ix) consider any other matters that may properly be brought before the Court in connection with the Settlement;
   WHEREAS, on July 21, 2023, the Court issued an Opinion (the "July 21 Opinion") declining to approve the Settlement on the basis that the Stipulation's release on behalf of Settlement Class Members was overly broad;
   WHEREAS, the Parties have subsequently executed an addendum (the "Addendum") to the Stipulation revising the Definition of "Released Plaintiffs' Claims" as follows:

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"Released Plaintiffs' Claims" means any and all actions, causes of action, suits, liabilities, claims, rights of action, debts, sums of money, covenants, contracts, controversies, agreements, promises, damages, contributions, indemnities, and demands of every nature and description, whether or not currently asserted, whether known claims or Unknown Claims, suspected, existing, or discoverable, whether arising under federal, state, common, or foreign law, and whether based on contract, tort, statute, law, equity, or otherwise (including, but not limited to, federal and state securities laws), that Plaintiffs or any other Settlement Class Member: (i) asserted in the Allegheny Complaint or the Munoz Complaint; or (ii) ever had, now have, or hereafter can, shall, or may have, directly, representatively, derivatively, or in any other capacity that, in full or part, concern, relate to, arise out of, or are in any way connected to or based upon the allegations, transactions, facts, matters, occurrences, representations, or omissions involved, set forth, or referred to in the Complaints and that relate to the ownership of Common Stock during the Class Period, except claims with regard to enforcement of the Settlement and this Stipulation.

WHEREAS, it appearing that due Notice of the hearing has been given in

accordance with the Scheduling Order; the Parties having appeared by their

respective attorneys of record; the Court having heard and considered evidence in

support of the proposed Settlement and the application by Lead Counsel for a Fee

and Expense Award; the attorneys for the respective Parties having been heard; an

opportunity to be heard having been given to all Settlement Class Members or

other Persons requesting to be heard in accordance with the Scheduling Order; the

Court having determined that the notice to Settlement Class Members pursuant to

and in the manner prescribed in the Scheduling Order was adequate and

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sufficient; and the entire matter of the proposed Settlement having been heard and considered by the Court; the Court having issued its July 21 Opinion; the Parties having executed the Addendum; and the Court having considered the Addendum;

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. The Court has jurisdiction over the subject matter of the Action, and all matters relating to the Settlement, as well as personal jurisdiction over the Parties and the Settlement Class Members, and it is further determined that Plaintiffs, Defendants, and the Settlement Class, as well as any and all of their
   respective predecessors, predecessors-in-interest, successors, successors-in-interest, legal representatives, trustees, executors, administrators, estates, heirs, transferees, and assigns, in their capacities as such only, and any other person or entity purporting to claim through or on behalf of them in such capacity only, and each of them, together with their respective predecessors, predecessors-in-interest, successors, successors-in-interest, legal representatives, trustees, executors, administrators, estates, heirs, transferees, and assigns, are bound by this Order and Final Judgment.
2. The dissemination of the Notice, substantially in the form attached as Exhibit B to the Stipulation, and publication of the Summary Notice, substantially in the form attached as Exhibit C to the Stipulation, pursuant to and in the manner

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