EX-99.(C)(V) 5 d583960dex99cv.htm EX-99.(C)(V)

Exhibit (c)(v) Citi Corporate & Investment Banking | Global Media & Communications Group October 2017 Draft For Discussion Purposes Discussion Materials Strictly Private and Confidential Exhibit (c)(v) Citi Corporate & Investment Banking | Global Media & Communications Group October 2017 Draft For Discussion Purposes Discussion Materials Strictly Private and Confidential

Draft For RLJE Price Performance Discussion Purposes Price History Since 10/4/2012 Oct 4, 2012: Jun 28, 2013: Sep 11, 2014: May 20, 2015: Jan 15, 2016: Jun 9, 2016: Oct 17, 2016: Jan 17, 2017: Feb 6, 2017: May 11, 2017: Aug 10, 2017: First trading day Financial Announced Completes Receives Announces Announces debt Announced GAMCO files RLJE reports RLJE reports following acquisition obligation and debt capital delisting 1:3 reverse transaction with higher than 13D and Q1 2017 Q2 2017 of Image credit facility refinancing restructuring warning letter stock split AMCX, stock rises expected announces Results Results Entertainment and agreement through sale from NASDAQ 14%, but subsequently Q4’16 ending ~5% stake, Acorn Media by modified of warrants for trading trades back down in SVOD stock RLJ SPAC and preferred below $1 the following days subscribers increases 9% $30.00 $25.00 LTM Stock Price Performance Jan 17, 2017 Feb 6, 2017 May 11, 2017 Aug 10, 2017 $20.00 150% 120% Trading Statistics 90% 88.2% $15.00 (1) Beta 0.55 60% S&P 500 Short Interest 0.9% 30% 19.2% Avg. Abs. Daily Price 0% 3.8% $10.00 Change (30%) Oct-16 Jan-17 Apr-17 Jul-17 Oct-17 LTM Average Daily 2.4% Volume / Public Float $5.00 $3.35 $0.00 Oct-12 Feb-13 Jun-13 Oct-13 Feb-14 Jun-14 Oct-14 Feb-15 Jun-15 Oct-15 Feb-16 Jun-16 Oct-16 Feb-17 Jun-17 Oct-17 Source: Company filings, Factset, Bloomberg. Note: Market data as of 10/23/2017. 1 Draft For RLJE Price Performance Discussion Purposes Price History Since 10/4/2012 Oct 4, 2012: Jun 28, 2013: Sep 11, 2014: May 20, 2015: Jan 15, 2016: Jun 9, 2016: Oct 17, 2016: Jan 17, 2017: Feb 6, 2017: May 11, 2017: Aug 10, 2017: First trading day Financial Announced Completes Receives Announces Announces debt Announced GAMCO files RLJE reports RLJE reports following acquisition obligation and debt capital delisting 1:3 reverse transaction with higher than 13D and Q1 2017 Q2 2017 of Image credit facility refinancing restructuring warning letter stock split AMCX, stock rises expected announces Results Results Entertainment and agreement through sale from NASDAQ 14%, but subsequently Q4’16 ending ~5% stake, Acorn Media by modified of warrants for trading trades back down in SVOD stock RLJ SPAC and preferred below $1 the following days subscribers increases 9% $30.00 $25.00 LTM Stock Price Performance Jan 17, 2017 Feb 6, 2017 May 11, 2017 Aug 10, 2017 $20.00 150% 120% Trading Statistics 90% 88.2% $15.00 (1) Beta 0.55 60% S&P 500 Short Interest 0.9% 30% 19.2% Avg. Abs. Daily Price 0% 3.8% $10.00 Change (30%) Oct-16 Jan-17 Apr-17 Jul-17 Oct-17 LTM Average Daily 2.4% Volume / Public Float $5.00 $3.35 $0.00 Oct-12 Feb-13 Jun-13 Oct-13 Feb-14 Jun-14 Oct-14 Feb-15 Jun-15 Oct-15 Feb-16 Jun-16 Oct-16 Feb-17 Jun-17 Oct-17 Source: Company filings, Factset, Bloomberg. Note: Market data as of 10/23/2017. 1

Draft For RLJE Summary Financials Discussion Purposes Revenue Capex & Content Spend ($ in mm) ($ in mm) $165 $51 $138 $46 $41 $125 $1 $44 $41 $41 $2 $33 $8 $99 $2 $28 $35 $2 $2 $9 $3 $80 $79 $3 $4 $8 $8 $1 $16 $22 $115 $50 $91 $88 $86 $45 $42 $64 $39 $39 $57 $34 2013 2014 2015 PF 2015 2016 Q2 '17 LTM Distribution SVOD Platform 2013 2014 2015 PF 2015 2016 Q2 '17 LTM IP Licensing Other Direct To Consumer (Discontinued) Capex Cash Content Spend Total Subscribers (in 000s) % of Revenue 31% 34% 33% 41% 44% 55% 57 118 195 200 450 550 EBITDA Levered FCF ($ in mm) $17 ($ in mm) $2 $14 $13 $10 $7 $1 $2 $4 $5 $3 $10 $6 $5 $7 $1 $9 $9 $8 $1 $5 $5 $4 ($1) ($0) ($1) ($3) ($3) ($3) 2013 2014 2015 PF 2015 2016 Q2 '17 LTM Distribution SVOD Platform ($8) ($7) IP Licensing Other Direct To Consumer (Discontinued) ($11) Growth (%) 49% (30%) (21%) NA 74% 33% 2013 2014 2015 PF 2015 2016 Q2 '17 LTM % Margin 8% 7% 6% 5% 16% 22% Source: Company Financials. 2 Draft For RLJE Summary Financials Discussion Purposes Revenue Capex & Content Spend ($ in mm) ($ in mm) $165 $51 $138 $46 $41 $125 $1 $44 $41 $41 $2 $33 $8 $99 $2 $28 $35 $2 $2 $9 $3 $80 $79 $3 $4 $8 $8 $1 $16 $22 $115 $50 $91 $88 $86 $45 $42 $64 $39 $39 $57 $34 2013 2014 2015 PF 2015 2016 Q2 '17 LTM Distribution SVOD Platform 2013 2014 2015 PF 2015 2016 Q2 '17 LTM IP Licensing Other Direct To Consumer (Discontinued) Capex Cash Content Spend Total Subscribers (in 000s) % of Revenue 31% 34% 33% 41% 44% 55% 57 118 195 200 450 550 EBITDA Levered FCF ($ in mm) $17 ($ in mm) $2 $14 $13 $10 $7 $1 $2 $4 $5 $3 $10 $6 $5 $7 $1 $9 $9 $8 $1 $5 $5 $4 ($1) ($0) ($1) ($3) ($3) ($3) 2013 2014 2015 PF 2015 2016 Q2 '17 LTM Distribution SVOD Platform ($8) ($7) IP Licensing Other Direct To Consumer (Discontinued) ($11) Growth (%) 49% (30%) (21%) NA 74% 33% 2013 2014 2015 PF 2015 2016 Q2 '17 LTM % Margin 8% 7% 6% 5% 16% 22% Source: Company Financials. 2

Draft For RLJE Cost Basis Analysis Discussion Purposes Volume Weighted Average Price Cost Basis by Key Shareholder (000s of shares) 12 months Number of Shares Fully Diluted Cost Common Preferred Warrants Date of Investment VWAP: $2.39 Ownership Basis Holder 2,839 2,706 1,588 Made initial investment in AMCX 2.7 -- 18.3 56.2% $3.00 October 2016 540 310 222 9 months Bob Johnson 6.8 -- 1.5 22.2 30.00 October 2012 VWAP: $2.75 2,706 1,588 Main shareholder in Image Entertainment, which was JH Investments 0.7 3.3 0.7 3.8 30.00 540 acquired by RLJ SPAC in 310 175 222 October 2012 6 months Invested in the 2015 Private Wolverine -- 1.7 0.4 1.1 1.05 Placement of VWAP: $3.12 convertible preferred 1,455 540 310 Sudbury 0.1 1.0 0.2 3.3 3.00 October 2016 222 0 0 3 months VWAP: $3.58 Dayton Judd 0.1 -- -- 0.1 3.00 October 2016 348 289 98 222 0 0 Accumulated position in GAMCO 0.5 -- -- 1.3 2.50 market during 1H 2017 Note: Market data as of 10/23/2017. 3 Draft For RLJE Cost Basis Analysis Discussion Purposes Volume Weighted Average Price Cost Basis by Key Shareholder (000s of shares) 12 months Number of Shares Fully Diluted Cost Common Preferred Warrants Date of Investment VWAP: $2.39 Ownership Basis Holder 2,839 2,706 1,588 Made initial investment in AMCX 2.7 -- 18.3 56.2% $3.00 October 2016 540 310 222 9 months Bob Johnson 6.8 -- 1.5 22.2 30.00 October 2012 VWAP: $2.75 2,706 1,588 Main shareholder in Image Entertainment, which was JH Investments 0.7 3.3 0.7 3.8 30.00 540 acquired by RLJ SPAC in 310 175 222 October 2012 6 months Invested in the 2015 Private Wolverine -- 1.7 0.4 1.1 1.05 Placement of VWAP: $3.12 convertible preferred 1,455 540 310 Sudbury 0.1 1.0 0.2 3.3 3.00 October 2016 222 0 0 3 months VWAP: $3.58 Dayton Judd 0.1 -- -- 0.1 3.00 October 2016 348 289 98 222 0 0 Accumulated position in GAMCO 0.5 -- -- 1.3 2.50 market during 1H 2017 Note: Market data as of 10/23/2017. 3

Draft Draft For For RLJE Analysis at Various Prices Dis Disc cuss ussion ion P Purpose urposes s ($ in mm) Current 12% 19% 27% Implied Share Price $3.35 $3.75 $4.00 $4.25 Basic Shares 13.6 14.0 14.0 14.0 (1) (1) (1) (+) Net Warrants & RSUs 2.2 20.5 20.7 20.8 TSM Shares 15.8 34.5 34.7 34.8 Price % Premium to Current $3.35 -- 12% 19% 27% % Premium / (Discount) to 52 Week High 4.46 (25) (16) (10) (5) % Premium to 52 Week Low 1.34 150 180 199 217 % Premium / (Discount) to VWAP 30-Day $3.51 (4%) 7% 14% 21% 90-Day 3.58 (7) 5 12 19 1-Year 2.39 40 57 67 78 Common Equity Value $53 $129 $139 $148 (2) (+) Preferred Equity 20 25 26 28 (+) CoC Premium on Preferred -- 6 7 7 (1) (1) (1) (+) Net Debt 66 11 11 11 (-) Unconsolidated Agatha Christie Investment @ Book (18) (18) (18) (18) Firm Value $121 $154 $165 $176 TRUE TRUE TRUE Market Multiples Metric FV / EBITDA Adj. LTM $17.9 6.8x 8.6x 9.2x 9.9x Source: FactSet,Company Financials. Note: Market data as of 10/23/2017. Preferred Equity shown at market value. (1) Assumes exercise of AMC warrants. (2) RJ converted preferred shares at $3.00. 4 Draft Draft For For RLJE Analysis at Various Prices Dis Disc cuss ussion ion P Purpose urposes s ($ in mm) Current 12% 19% 27% Implied Share Price $3.35 $3.75 $4.00 $4.25 Basic Shares 13.6 14.0 14.0 14.0 (1) (1) (1) (+) Net Warrants & RSUs 2.2 20.5 20.7 20.8 TSM Shares 15.8 34.5 34.7 34.8 Price % Premium to Current $3.35 -- 12% 19% 27% % Premium / (Discount) to 52 Week High 4.46 (25) (16) (10) (5) % Premium to 52 Week Low 1.34 150 180 199 217 % Premium / (Discount) to VWAP 30-Day $3.51 (4%) 7% 14% 21% 90-Day 3.58 (7) 5 12 19 1-Year 2.39 40 57 67 78 Common Equity Value $53 $129 $139 $148 (2) (+) Preferred Equity 20 25 26 28 (+) CoC Premium on Preferred -- 6 7 7 (1) (1) (1) (+) Net Debt 66 11 11 11 (-) Unconsolidated Agatha Christie Investment @ Book (18) (18) (18) (18) Firm Value $121 $154 $165 $176 TRUE TRUE TRUE Market Multiples Metric FV / EBITDA Adj. LTM $17.9 6.8x 8.6x 9.2x 9.9x Source: FactSet,Company Financials. Note: Market data as of 10/23/2017. Preferred Equity shown at market value. (1) Assumes exercise of AMC warrants. (2) RJ converted preferred shares at $3.00. 4

Draft For RLJE Ownership at Various Prices Discussion Purposes (1)(2) (1) Fully Diluted Ownership Proceeds by Major Shareholder ($ in mm, except for per share data) (Shares and US$ in millions) RLJE currently R LJE Offer P rice trading at $3.35 $ 3.35 $ 3.75 $ 4.00 $ 4.25 B y C lass Number of Shares Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Common Preferred Warrants Options Fully Diluted AM CX 2.7 18.3 21.0 21.0 $70.4 56.2% 21.0 $78.8 56.2% 21.0 $84.0 56.2% 21.0 $89.3 56.2% Preferred 6.6 6.6 -- -- -- -- -- -- -- -- -- -- -- -- 2015 Warrants $1.50 1.5 1.5 1.5 2.7 3.9% 1.5 3.3 3.9% 1.5 3.6 3.9% 1.5 4.0 3.9% 2.37 0.2 0.2 0.2 0.1 0.4 0.2 0.2 0.4 0.2 0.2 0.4 0.2 0.3 0.4 3.00 1.5 1.5 1.5 0.5 4.0 1.5 1.1 4.0 1.5 1.5 4.0 1.5 1.9 4.0 Options Granted in 2017 $2.66 0.7 0.7 0.7 0.5 1.9 0.7 0.8 1.9 0.7 0.9 1.9 0.7 1.1 1.9 3.00 0.7 0.7 0.7 0.2 1.9 0.7 0.5 1.9 0.7 0.7 1.9 0.7 0.9 1.9 (3) Public 11.9 11.9 11.9 39.8 31.8 11.9 44.5 31.8 11.9 47.5 31.8 11.9 50.4 31.8 Fully Diluted Total 14.6 6.6 21.4 1.4 44.0 37.4 $114.2 100.0% 37.4 $129.2 100.0% 37.4 $138.5 100.0% 37.4 $147.9 100.0% B y H o lder Number of Shares Common Preferred Warrants Options Fully Diluted AM CX 2.7 -- 18.3 -- 21.0 21.0 $70.4 56.2% 21.0 $78.8 56.2% 21.0 $84.0 56.2% 21.0 $89.3 56.2% Bob Johnson 6.8 -- 1.5 -- 8.3 8.3 23.3 22.2 8.3 26.6 22.2 8.3 28.7 22.2 8.3 30.7 22.2 JH Investments 0.7 3.3 0.7 -- 4.7 1.4 3.7 3.8 1.4 4.2 3.8 1.4 4.6 3.8 1.4 4.9 3.8 Wolverine -- 1.7 0.4 -- 2.1 0.4 0.7 1.1 0.4 0.9 1.1 0.4 1.0 1.1 0.4 1.1 1.1 Sudbury 0.1 1.0 0.2 -- 1.2 0.3 0.7 0.8 0.3 0.8 0.8 0.3 0.9 0.8 0.3 1.0 0.8 Dayton Judd 0.1 -- -- -- 0.1 0.1 0.2 0.1 0.1 0.2 0.1 0.1 0.2 0.1 0.1 0.2 0.1 Peter Edwards 0.2 0.2 0.1 0.5 0.3 0.8 0.7 0.3 0.9 0.7 0.3 0.9 0.7 0.3 1.0 0.7 M orris Goldfarb 0.1 0.4 0.1 -- 0.6 0.2 0.3 0.4 0.2 0.4 0.4 0.2 0.4 0.4 0.2 0.5 0.4 GAM CO 0.5 -- -- -- 0.5 0.5 1.7 1.3 0.5 1.9 1.3 0.5 2.0 1.3 0.5 2.1 1.3 M iguel Penella 0.5 -- -- 1.4 1.9 1.9 2.5 5.2 1.9 3.3 5.2 1.9 3.8 5.2 1.9 4.2 5.2 (3) Public 2.9 0.02 0.1 -- 3.1 3.1 10.1 8.2 3.1 11.3 8.2 3.1 12.0 8.2 3.1 12.8 8.2 Fully Diluted Total 14.6 6.6 21.4 1.4 44.0 37.4 $114.2 100.0% 37.4 $129.2 100.0% 37.4 $138.5 100.0% 37.4 $147.9 100.0% Source: Company Filings. Parties to Stockholders Agreement (1) Excludes 2012 Warrants. Face value of preferred includes accrued dividends. (2) Proceeds shown are net of the strike price paid for the exercise of options and warrants. 5 (3) Includes Restricted Service Shares and Restricted Performance Shares. Draft For RLJE Ownership at Various Prices Discussion Purposes (1)(2) (1) Fully Diluted Ownership Proceeds by Major Shareholder ($ in mm, except for per share data) (Shares and US$ in millions) RLJE currently R LJE Offer P rice trading at $3.35 $ 3.35 $ 3.75 $ 4.00 $ 4.25 B y C lass Number of Shares Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Common Preferred Warrants Options Fully Diluted AM CX 2.7 18.3 21.0 21.0 $70.4 56.2% 21.0 $78.8 56.2% 21.0 $84.0 56.2% 21.0 $89.3 56.2% Preferred 6.6 6.6 -- -- -- -- -- -- -- -- -- -- -- -- 2015 Warrants $1.50 1.5 1.5 1.5 2.7 3.9% 1.5 3.3 3.9% 1.5 3.6 3.9% 1.5 4.0 3.9% 2.37 0.2 0.2 0.2 0.1 0.4 0.2 0.2 0.4 0.2 0.2 0.4 0.2 0.3 0.4 3.00 1.5 1.5 1.5 0.5 4.0 1.5 1.1 4.0 1.5 1.5 4.0 1.5 1.9 4.0 Options Granted in 2017 $2.66 0.7 0.7 0.7 0.5 1.9 0.7 0.8 1.9 0.7 0.9 1.9 0.7 1.1 1.9 3.00 0.7 0.7 0.7 0.2 1.9 0.7 0.5 1.9 0.7 0.7 1.9 0.7 0.9 1.9 (3) Public 11.9 11.9 11.9 39.8 31.8 11.9 44.5 31.8 11.9 47.5 31.8 11.9 50.4 31.8 Fully Diluted Total 14.6 6.6 21.4 1.4 44.0 37.4 $114.2 100.0% 37.4 $129.2 100.0% 37.4 $138.5 100.0% 37.4 $147.9 100.0% B y H o lder Number of Shares Common Preferred Warrants Options Fully Diluted AM CX 2.7 -- 18.3 -- 21.0 21.0 $70.4 56.2% 21.0 $78.8 56.2% 21.0 $84.0 56.2% 21.0 $89.3 56.2% Bob Johnson 6.8 -- 1.5 -- 8.3 8.3 23.3 22.2 8.3 26.6 22.2 8.3 28.7 22.2 8.3 30.7 22.2 JH Investments 0.7 3.3 0.7 -- 4.7 1.4 3.7 3.8 1.4 4.2 3.8 1.4 4.6 3.8 1.4 4.9 3.8 Wolverine -- 1.7 0.4 -- 2.1 0.4 0.7 1.1 0.4 0.9 1.1 0.4 1.0 1.1 0.4 1.1 1.1 Sudbury 0.1 1.0 0.2 -- 1.2 0.3 0.7 0.8 0.3 0.8 0.8 0.3 0.9 0.8 0.3 1.0 0.8 Dayton Judd 0.1 -- -- -- 0.1 0.1 0.2 0.1 0.1 0.2 0.1 0.1 0.2 0.1 0.1 0.2 0.1 Peter Edwards 0.2 0.2 0.1 0.5 0.3 0.8 0.7 0.3 0.9 0.7 0.3 0.9 0.7 0.3 1.0 0.7 M orris Goldfarb 0.1 0.4 0.1 -- 0.6 0.2 0.3 0.4 0.2 0.4 0.4 0.2 0.4 0.4 0.2 0.5 0.4 GAM CO 0.5 -- -- -- 0.5 0.5 1.7 1.3 0.5 1.9 1.3 0.5 2.0 1.3 0.5 2.1 1.3 M iguel Penella 0.5 -- -- 1.4 1.9 1.9 2.5 5.2 1.9 3.3 5.2 1.9 3.8 5.2 1.9 4.2 5.2 (3) Public 2.9 0.02 0.1 -- 3.1 3.1 10.1 8.2 3.1 11.3 8.2 3.1 12.0 8.2 3.1 12.8 8.2 Fully Diluted Total 14.6 6.6 21.4 1.4 44.0 37.4 $114.2 100.0% 37.4 $129.2 100.0% 37.4 $138.5 100.0% 37.4 $147.9 100.0% Source: Company Filings. Parties to Stockholders Agreement (1) Excludes 2012 Warrants. Face value of preferred includes accrued dividends. (2) Proceeds shown are net of the strike price paid for the exercise of options and warrants. 5 (3) Includes Restricted Service Shares and Restricted Performance Shares.

Draft For RLJE Shareholder Proceeds at Various Prices Discussion Purposes (1) (1) Proceeds by Major Shareholder Proceeds by Major Shareholder ($ in mm, except for per share data) (Shares and US$ in millions) · Common stock and warrants to be paid in cash – Proceeds to warrant holders equal to the offer price net of the exercise price · Preferred shareholders receive an equivalent per share offer price as common shareholders plus a 25% premium – Face value includes accrued dividends – Value based on shares issued at a $3.00 conversion price RLJE Offe r Pric e $ 3 .3 5 $ 3 .7 5 $ 4 .0 0 $ 4 .2 5 Proc e e ds ($ in mm) Number of Shares Proceeds Proceeds Proceeds Proceeds Warrant Price Common Preferred Warrants Options Common PreferredWarrantsOptions Total Common PreferredWarrantsOptions Total Common PreferredWarrantsOptions Total Common PreferredWarrants Warrants Total Bob Johnson 6.8 -- 1.5 -- $22.8 -- $0.5 -- $23.3 $25.5 -- $1.1 -- $26.6 $27.2 -- $1.5 -- $28.7 $28.9 -- $1.9 -- $30.7 JH Investments 0.7 3.3 0.7 -- 2.3 13.7 1.4 -- 17.3 2.5 15.3 1.7 -- 19.5 2.7 16.3 1.9 -- 20.9 2.9 17.3 2.1 -- 22.3 Wolverine -- 1.7 0.4 -- -- 7.3 0.7 -- 8.0 -- 8.2 0.9 -- 9.1 -- 8.7 1.0 -- 9.7 -- 9.3 1.1 -- 10.4 Sudbury 0.1 1.0 0.2 -- 0.3 4.0 0.4 -- 4.7 0.4 4.5 0.5 -- 5.3 0.4 4.8 0.5 -- 5.6 0.4 5.1 0.6 -- 6.0 Dayton Judd 0.1 -- -- -- 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 Peter Edwards 0.2 0.2 0.1 -- 0.7 0.9 0.0 -- 1.7 0.8 1.0 0.1 -- 1.9 0.9 1.1 0.1 -- 2.0 0.9 1.2 0.1 -- 2.2 Morris Goldfarb 0.1 0.4 0.1 -- 0.2 1.8 0.1 -- 2.1 0.2 2.0 0.1 -- 2.4 0.3 2.2 0.2 -- 2.6 0.3 2.3 0.2 -- 2.8 GAMCO 0.5 -- -- -- 1.7 -- -- -- 1.7 1.9 -- -- -- 1.9 2.0 -- -- -- 2.0 2.1 -- -- -- 2.1 Miguel Penella 0.5 -- -- 1.4 1.8 -- -- 0.7 2.5 2.0 -- -- 1.3 3.3 2.1 -- -- 1.6 3.8 2.3 -- -- 2.0 4.2 (2) 2.9 0.02 0.1 -- Other Common 9.9 0.1 0.2 -- 10.1 11.0 0.1 0.2 -- 11.4 11.8 0.1 0.3 -- 12.1 12.5 0.1 0.3 -- 12.9 Tota l 14 .6 6 .6 2 1.4 1.4 $40 $28 $3 $1 $72 $45 $31 $5 $1 $81 $47 $33 $5 $2 $88 $50 $35 $6 $2 $94 (% of Tota l Conside ra tion to Inve stor) Bob Johnson 82% -- 18% -- 98% -- 2% -- 33% 96% -- 4% -- 33% 95% -- 5% -- 33% 94% -- 6% -- 33% JH Investments 14 70 16 -- 13 79 8 -- 24 13 78 9 -- 24 13 78 9 -- 24 13 78 9 -- 24 Wolverine -- 81 19 -- -- 91 9 -- 11 -- 90 10 -- 11 -- 90 10 -- 11 -- 89 11 -- 11 Sudbury 8 76 16 -- 7 85 8 -- 7 7 85 9 -- 6 7 84 9 -- 6 7 84 9 -- 6 Morris Goldfarb 100 -- -- -- 100 -- -- -- 0 100 -- -- -- 0 100 -- -- -- 0 100 -- -- -- 0 Peter Edwards 44 45 10 -- 43 54 3 -- 2 42 54 4 -- 2 42 54 4 -- 2 42 54 4 -- 2 GAMCO 11 73 17 -- 10 86 5 -- 3 10 85 6 -- 3 10 84 6 -- 3 10 84 7 -- 3 Miguel Penella 100 -- -- -- 100 -- -- -- 2 100 -- -- -- 2 100 -- -- -- 2 100 -- -- -- 2 Edge Wealth Mgmt 100 -- -- 264 71 -- -- 29 3 61 -- -- 39 4 56 -- -- 44 4 53 -- -- 47 5 (2) 96 0 3 -- 97 1 2 -- 14 97 1 2 -- 14 97 1 2 -- 14 97 1 2 -- 14 Other Common $0 $0 $0 $0 Tota l 33% 15 % 49% 3% 56% 39% 5% 1% 10 0 % 55% 38% 6% 2% 10 0 % 54% 38% 6% 2% 10 0 % 54% 38% 7% 2% 10 0 % Source: Company Filings. (1) Excludes 2012 Warrants. Assumes preferred shares redeemed for 125% of offer price; face value of preferred includes accrued dividends. (2) Includes Restricted Service Shares and Restricted Performance Shares. 6 Draft For RLJE Shareholder Proceeds at Various Prices Discussion Purposes (1) (1) Proceeds by Major Shareholder Proceeds by Major Shareholder ($ in mm, except for per share data) (Shares and US$ in millions) · Common stock and warrants to be paid in cash – Proceeds to warrant holders equal to the offer price net of the exercise price · Preferred shareholders receive an equivalent per share offer price as common shareholders plus a 25% premium – Face value includes accrued dividends – Value based on shares issued at a $3.00 conversion price RLJE Offe r Pric e $ 3 .3 5 $ 3 .7 5 $ 4 .0 0 $ 4 .2 5 Proc e e ds ($ in mm) Number of Shares Proceeds Proceeds Proceeds Proceeds Warrant Price Common Preferred Warrants Options Common PreferredWarrantsOptions Total Common PreferredWarrantsOptions Total Common PreferredWarrantsOptions Total Common PreferredWarrants Warrants Total Bob Johnson 6.8 -- 1.5 -- $22.8 -- $0.5 -- $23.3 $25.5 -- $1.1 -- $26.6 $27.2 -- $1.5 -- $28.7 $28.9 -- $1.9 -- $30.7 JH Investments 0.7 3.3 0.7 -- 2.3 13.7 1.4 -- 17.3 2.5 15.3 1.7 -- 19.5 2.7 16.3 1.9 -- 20.9 2.9 17.3 2.1 -- 22.3 Wolverine -- 1.7 0.4 -- -- 7.3 0.7 -- 8.0 -- 8.2 0.9 -- 9.1 -- 8.7 1.0 -- 9.7 -- 9.3 1.1 -- 10.4 Sudbury 0.1 1.0 0.2 -- 0.3 4.0 0.4 -- 4.7 0.4 4.5 0.5 -- 5.3 0.4 4.8 0.5 -- 5.6 0.4 5.1 0.6 -- 6.0 Dayton Judd 0.1 -- -- -- 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 Peter Edwards 0.2 0.2 0.1 -- 0.7 0.9 0.0 -- 1.7 0.8 1.0 0.1 -- 1.9 0.9 1.1 0.1 -- 2.0 0.9 1.2 0.1 -- 2.2 Morris Goldfarb 0.1 0.4 0.1 -- 0.2 1.8 0.1 -- 2.1 0.2 2.0 0.1 -- 2.4 0.3 2.2 0.2 -- 2.6 0.3 2.3 0.2 -- 2.8 GAMCO 0.5 -- -- -- 1.7 -- -- -- 1.7 1.9 -- -- -- 1.9 2.0 -- -- -- 2.0 2.1 -- -- -- 2.1 Miguel Penella 0.5 -- -- 1.4 1.8 -- -- 0.7 2.5 2.0 -- -- 1.3 3.3 2.1 -- -- 1.6 3.8 2.3 -- -- 2.0 4.2 (2) 2.9 0.02 0.1 -- Other Common 9.9 0.1 0.2 -- 10.1 11.0 0.1 0.2 -- 11.4 11.8 0.1 0.3 -- 12.1 12.5 0.1 0.3 -- 12.9 Tota l 14 .6 6 .6 2 1.4 1.4 $40 $28 $3 $1 $72 $45 $31 $5 $1 $81 $47 $33 $5 $2 $88 $50 $35 $6 $2 $94 (% of Tota l Conside ra tion to Inve stor) Bob Johnson 82% -- 18% -- 98% -- 2% -- 33% 96% -- 4% -- 33% 95% -- 5% -- 33% 94% -- 6% -- 33% JH Investments 14 70 16 -- 13 79 8 -- 24 13 78 9 -- 24 13 78 9 -- 24 13 78 9 -- 24 Wolverine -- 81 19 -- -- 91 9 -- 11 -- 90 10 -- 11 -- 90 10 -- 11 -- 89 11 -- 11 Sudbury 8 76 16 -- 7 85 8 -- 7 7 85 9 -- 6 7 84 9 -- 6 7 84 9 -- 6 Morris Goldfarb 100 -- -- -- 100 -- -- -- 0 100 -- -- -- 0 100 -- -- -- 0 100 -- -- -- 0 Peter Edwards 44 45 10 -- 43 54 3 -- 2 42 54 4 -- 2 42 54 4 -- 2 42 54 4 -- 2 GAMCO 11 73 17 -- 10 86 5 -- 3 10 85 6 -- 3 10 84 6 -- 3 10 84 7 -- 3 Miguel Penella 100 -- -- -- 100 -- -- -- 2 100 -- -- -- 2 100 -- -- -- 2 100 -- -- -- 2 Edge Wealth Mgmt 100 -- -- 264 71 -- -- 29 3 61 -- -- 39 4 56 -- -- 44 4 53 -- -- 47 5 (2) 96 0 3 -- 97 1 2 -- 14 97 1 2 -- 14 97 1 2 -- 14 97 1 2 -- 14 Other Common $0 $0 $0 $0 Tota l 33% 15 % 49% 3% 56% 39% 5% 1% 10 0 % 55% 38% 6% 2% 10 0 % 54% 38% 6% 2% 10 0 % 54% 38% 7% 2% 10 0 % Source: Company Filings. (1) Excludes 2012 Warrants. Assumes preferred shares redeemed for 125% of offer price; face value of preferred includes accrued dividends. (2) Includes Restricted Service Shares and Restricted Performance Shares. 6

Draft Draft For For RJ Pro Forma Ownership Calculation Dis Disc cuss ussion ion P Purpose urposes s RLJE Firm Value Calculation Pro Forma RLJE Firm Value to Equity Bridge (Based on $4.00 offer price) · RJ’s pro forma equity ownership % will need to be Offer Price $4.00 calculated based on the pro forma capital structure Basic Shares 14.0 (+) Net Warrants & RSUs 20.7 TSM Shares 34.7 % Premium to Current 19% % Premium / (Discount) to 52 Week High (10) % Premium to 52 Week Low 199 % Premium / (Discount) to VWAP 30-Day 14% 90-Day 12 1-Year 67 Firm Value $165 Common Equity Value $139 (-) Preferred Equity -- (+) Preferred Equity 26 (-) CoC Premium on Preferred -- (+) CoC Premium on Preferred 7 (+) Cash 12 (-) Cash (12) (-) Debt (23) (+) Debt 23 (+) Unconsolidated Agatha Christie Investment @ Book 18 (-) Unconsolidated Agatha Christie Investment @ Book (18) Adjusted Equity Value $172 Firm Value $165 RJ Equity Stake $28.7 PF Ownership RJ 16.7% AMC 83.3 7 Draft Draft For For RJ Pro Forma Ownership Calculation Dis Disc cuss ussion ion P Purpose urposes s RLJE Firm Value Calculation Pro Forma RLJE Firm Value to Equity Bridge (Based on $4.00 offer price) · RJ’s pro forma equity ownership % will need to be Offer Price $4.00 calculated based on the pro forma capital structure Basic Shares 14.0 (+) Net Warrants & RSUs 20.7 TSM Shares 34.7 % Premium to Current 19% % Premium / (Discount) to 52 Week High (10) % Premium to 52 Week Low 199 % Premium / (Discount) to VWAP 30-Day 14% 90-Day 12 1-Year 67 Firm Value $165 Common Equity Value $139 (-) Preferred Equity -- (+) Preferred Equity 26 (-) CoC Premium on Preferred -- (+) CoC Premium on Preferred 7 (+) Cash 12 (-) Cash (12) (-) Debt (23) (+) Debt 23 (+) Unconsolidated Agatha Christie Investment @ Book 18 (-) Unconsolidated Agatha Christie Investment @ Book (18) Adjusted Equity Value $172 Firm Value $165 RJ Equity Stake $28.7 PF Ownership RJ 16.7% AMC 83.3 7

Draft For Pro Forma Impact on AMC Discussion Purposes 100% Cash 100% Stock Overview · RLJE acquired for $4.00 per share (19% premium) with preferred shares put at $33mm ($26mm fair value of preferred at offer price + 25% premium) Consideration Mix Common Equity Holders AMCX Stock Class A - 1 vote per share -- $26 Number of shares (thousands) -- 449 Class B - 10 votes per share -- -- Cash $26 -- RLJE stock (Paid to Robert Johnson) $29 $29 Preferred Equity Holders (1) Cash $33 $33 Total Consideration $88 $88 Total Cash Consideration $59 $33 AMCX Ownership Economic AMCX Public 81% 80% Dolan Family 19 19 AMCX Total 100% 99% RLJE Public Total -- 1% Voting AMC Public 31% 31% Dolan Family 69 68 AMCX Total 100% 100% RLJE Public Total -- 0.3% Leverage Total Debt / LTM EBITDA 3.1x 3.0x Net Debt / LTM EBITDA 2.7 2.7 (1) Holders of convertible preferred with conversion price of $3.00, redeemed at 125% of offer price; face value of preferred includes accrued dividends. 8 Draft For Pro Forma Impact on AMC Discussion Purposes 100% Cash 100% Stock Overview · RLJE acquired for $4.00 per share (19% premium) with preferred shares put at $33mm ($26mm fair value of preferred at offer price + 25% premium) Consideration Mix Common Equity Holders AMCX Stock Class A - 1 vote per share -- $26 Number of shares (thousands) -- 449 Class B - 10 votes per share -- -- Cash $26 -- RLJE stock (Paid to Robert Johnson) $29 $29 Preferred Equity Holders (1) Cash $33 $33 Total Consideration $88 $88 Total Cash Consideration $59 $33 AMCX Ownership Economic AMCX Public 81% 80% Dolan Family 19 19 AMCX Total 100% 99% RLJE Public Total -- 1% Voting AMC Public 31% 31% Dolan Family 69 68 AMCX Total 100% 100% RLJE Public Total -- 0.3% Leverage Total Debt / LTM EBITDA 3.1x 3.0x Net Debt / LTM EBITDA 2.7 2.7 (1) Holders of convertible preferred with conversion price of $3.00, redeemed at 125% of offer price; face value of preferred includes accrued dividends. 8

Draft For RLJE Proposal Term Sheet Discussion Purposes · RLJE shareholders receive $4.00 per share in cash, a 19% premium to the current share price of $3.35 – Public receives $4.00 per share in cash Offer Price – RJ receives $4.00 per share in RLJE stock for a total of $28.7mm valued at the merger price (represents ~17% of RLJE) – Preferred shareholders receive an equivalent per share offer price as common shareholders plus a 25% premium (settled in cash; equivalent to $5.00 per share) · RLJE will become a privately held subsidiary of AMC networks · RJ will be the sole non-AMC investor in RLJE Corporate Structure · AMC consolidates RLJE for tax purposes · Public and RJ will not have representation on the AMC board · RJ will receive board representation on the RLJE board (AMC subsidiary) and certain Governance Rights minority protections · Exit rights could include the ability to convert RLJE shares into AMC shares at a fixed exchange ratio or an agreed valuation 9 Draft For RLJE Proposal Term Sheet Discussion Purposes · RLJE shareholders receive $4.00 per share in cash, a 19% premium to the current share price of $3.35 – Public receives $4.00 per share in cash Offer Price – RJ receives $4.00 per share in RLJE stock for a total of $28.7mm valued at the merger price (represents ~17% of RLJE) – Preferred shareholders receive an equivalent per share offer price as common shareholders plus a 25% premium (settled in cash; equivalent to $5.00 per share) · RLJE will become a privately held subsidiary of AMC networks · RJ will be the sole non-AMC investor in RLJE Corporate Structure · AMC consolidates RLJE for tax purposes · Public and RJ will not have representation on the AMC board · RJ will receive board representation on the RLJE board (AMC subsidiary) and certain Governance Rights minority protections · Exit rights could include the ability to convert RLJE shares into AMC shares at a fixed exchange ratio or an agreed valuation 9

Draft For Process Overview Discussion Purposes • Approach RJ with proposal to make RLJE a privately held subsidiary of AMC − RJ would retain his $28.7mm of stock (~17% stake in RLJE) − Receives certain minority shareholder protections • After agreeing to high-level terms with RJ (handshake agreement), submit an offer in writing to RLJE’s board to acquire the remaining publicly held shares − Concurrent with letter, AMC to update 13D − RLJE expected to issue press release upon receipt of offer letter; AMC may wish to as well • RLJE expected to form a special committee comprised of independent directors to negotiate with AMC • After completing negotiations with Special Committee, transaction will be put to a vote of all shareholders 10 Draft For Process Overview Discussion Purposes • Approach RJ with proposal to make RLJE a privately held subsidiary of AMC − RJ would retain his $28.7mm of stock (~17% stake in RLJE) − Receives certain minority shareholder protections • After agreeing to high-level terms with RJ (handshake agreement), submit an offer in writing to RLJE’s board to acquire the remaining publicly held shares − Concurrent with letter, AMC to update 13D − RLJE expected to issue press release upon receipt of offer letter; AMC may wish to as well • RLJE expected to form a special committee comprised of independent directors to negotiate with AMC • After completing negotiations with Special Committee, transaction will be put to a vote of all shareholders 10

Draft For Illustrative Process Timeline Discussion Purposes We We We We We We We We We We We ek ek ek ek ek ek ek ek ek ek ek November December January February March April May of of of of of of of of of of of Week Commencing 6 13 20 27 4 11 18 25 1 8 15 22 29 5 12 19 26 5 12 19 26 2 9 16 23 30 7 14 21 28 10/ 10/ 10/ 10/ 11/ 11/ 11/ 11/ 12/ 12/ 12/ 9 16 23 30 6 13 20 27 4 11 18 Deliver Offer Letter Prepare to the Board Minority Protections Term Sheet Receive RLJE DD 2 Weeks Materials Negotiate Shareholder Agreement with Robert Negotiations w ith 11 Weeks Johnson Special Committee Execute Robert Johnson’s Board Meetings / Shareholder Execute Merger Agreement Agreement Prepare Offer Issue Press Release Letter for and File 8-K on RLJE’s Board Announcement Date Negotiations with Special Prepare Committee Proxy Statement / 2 Weeks 13E-3 Board Meetings / Execute File 13E-3 and Merger Receive SEC 12 Weeks Agreement Comments Issue Press Defintive Proxy Release / Statement Mailed to 4 Weeks Complete Shareholders Prior to Proxy Special Meeting Date Statements File Proxy and Shareholder Receive Vote Comments Definitive Proxy Statement Mailed to 11 Shareholders Shareholder Vote Draft For Illustrative Process Timeline Discussion Purposes We We We We We We We We We We We ek ek ek ek ek ek ek ek ek ek ek November December January February March April May of of of of of of of of of of of Week Commencing 6 13 20 27 4 11 18 25 1 8 15 22 29 5 12 19 26 5 12 19 26 2 9 16 23 30 7 14 21 28 10/ 10/ 10/ 10/ 11/ 11/ 11/ 11/ 12/ 12/ 12/ 9 16 23 30 6 13 20 27 4 11 18 Deliver Offer Letter Prepare to the Board Minority Protections Term Sheet Receive RLJE DD 2 Weeks Materials Negotiate Shareholder Agreement with Robert Negotiations w ith 11 Weeks Johnson Special Committee Execute Robert Johnson’s Board Meetings / Shareholder Execute Merger Agreement Agreement Prepare Offer Issue Press Release Letter for and File 8-K on RLJE’s Board Announcement Date Negotiations with Special Prepare Committee Proxy Statement / 2 Weeks 13E-3 Board Meetings / Execute File 13E-3 and Merger Receive SEC 12 Weeks Agreement Comments Issue Press Defintive Proxy Release / Statement Mailed to 4 Weeks Complete Shareholders Prior to Proxy Special Meeting Date Statements File Proxy and Shareholder Receive Vote Comments Definitive Proxy Statement Mailed to 11 Shareholders Shareholder Vote

Draft For Sample Board Proposal Letter Discussion Purposes RLJ Entertainment 8515 Georgia Avenue Suite 650 Silver Spring, MD 20910 November [ ], 2017 Members of the Board: AMC Networks (“AMC”) is pleased to offer to acquire the outstanding shares of common stock of RLJ Entertainment (“RLJE”) not currently owned by AMC at a purchase price of $[ ] per share in cash. Through this offer it is our intention that RLJE becomes a privately owned subsidiary of AMC. We believe that our offer is fair to and in the best interest of RLJE and its public shareholders. Although this transaction does not represent a change of control, this offer price represents a [ ]% premium over [Friday]’s closing price, a [ ]% premium to the average trading price of the common stock for the [last ten days] and a [ ]% premium to AMC’s initial investment price. We believe our proposal makes great sense for RLJE and its future. The competitive demands of the industry including the increasing competition for content and investment needed to scale have convinced us that consolidated ownership of this business is desirable and will assist RLJE in attaining its business objectives. We have reached a preliminary agreement with Robert Johnson with respect to his shares and we expect that his shares will be converted into shares of AMC’s newly acquired RLJE privately held subsidiary. We expect that the Board of Directors of RLJE will form a special committee of independent directors to respond to our proposal on behalf of RLJE’s public shareholders. We also encourage the special committee to retain its own legal and financial advisors to assist in its review. AMC would welcome the opportunity to present its proposal to the special committee as soon as possible. In order to complete this potential transaction, AMC will require certain due diligence items from RLJE management including but not limited to the most recent financial plan. Our entire team, including our legal and financial advisors, looks forward to working with the special committee and its legal and financial advisors to complete a mutually acceptable transaction. In considering our proposal, you should be aware that we are interested only in acquiring the publicly held RLJE shares and we will not sell our stake in RLJE. Concurrently with sending this offer to you, we are filing a 13-D amendment, and as such, we feel compelled to issue a press release. A copy of the press release announcing our intention to commence this process is attached for your information. We expect to issue the press release the morning of November [ ] prior to the opening of trading. Thank you for your consideration. Josh Sapan President and CEO 12 Draft For Sample Board Proposal Letter Discussion Purposes RLJ Entertainment 8515 Georgia Avenue Suite 650 Silver Spring, MD 20910 November [ ], 2017 Members of the Board: AMC Networks (“AMC”) is pleased to offer to acquire the outstanding shares of common stock of RLJ Entertainment (“RLJE”) not currently owned by AMC at a purchase price of $[ ] per share in cash. Through this offer it is our intention that RLJE becomes a privately owned subsidiary of AMC. We believe that our offer is fair to and in the best interest of RLJE and its public shareholders. Although this transaction does not represent a change of control, this offer price represents a [ ]% premium over [Friday]’s closing price, a [ ]% premium to the average trading price of the common stock for the [last ten days] and a [ ]% premium to AMC’s initial investment price. We believe our proposal makes great sense for RLJE and its future. The competitive demands of the industry including the increasing competition for content and investment needed to scale have convinced us that consolidated ownership of this business is desirable and will assist RLJE in attaining its business objectives. We have reached a preliminary agreement with Robert Johnson with respect to his shares and we expect that his shares will be converted into shares of AMC’s newly acquired RLJE privately held subsidiary. We expect that the Board of Directors of RLJE will form a special committee of independent directors to respond to our proposal on behalf of RLJE’s public shareholders. We also encourage the special committee to retain its own legal and financial advisors to assist in its review. AMC would welcome the opportunity to present its proposal to the special committee as soon as possible. In order to complete this potential transaction, AMC will require certain due diligence items from RLJE management including but not limited to the most recent financial plan. Our entire team, including our legal and financial advisors, looks forward to working with the special committee and its legal and financial advisors to complete a mutually acceptable transaction. In considering our proposal, you should be aware that we are interested only in acquiring the publicly held RLJE shares and we will not sell our stake in RLJE. Concurrently with sending this offer to you, we are filing a 13-D amendment, and as such, we feel compelled to issue a press release. A copy of the press release announcing our intention to commence this process is attached for your information. We expect to issue the press release the morning of November [ ] prior to the opening of trading. Thank you for your consideration. Josh Sapan President and CEO 12

Appendix Appendix

Draft For Capitalization Table Discussion Purposes ($ in mm) Maturity x Interest Rate x 6/30/2017 Cash & Cash Equivalents $12.2 AMC Term Loan Tranche A Beginning June 30, 2020 7.00% $23.0 AMC Term Loan Tranche B Beginning October 14, 2021 6.00 55.0 Total Debt $78.0 Net Debt FY 2016 H1 2016 H1 2017 65.8 Preferred Equity Beginning May 20, 2020 8.00% $19.9 Total Debt (Incl. Preferred) $97.9 Net Debt (Incl. Preferred) FY 2016 H1 2016 H1 2017 85.7 LTM Adj. EBITDA $13.1 ($0.8) $4.0 $17.9 Leverage Stats Total Debt / LTM Adj. EBITDA 4.4x Net Debt / LTM Adj. EBITDA 3.7 Total Debt (Incl. Preferred) / LTM Adj. EBITDA 5.5x Net Debt (Incl. Preferred) / LTM Adj. EBITDA 4.8 13 Source: Company Filings. Draft For Capitalization Table Discussion Purposes ($ in mm) Maturity x Interest Rate x 6/30/2017 Cash & Cash Equivalents $12.2 AMC Term Loan Tranche A Beginning June 30, 2020 7.00% $23.0 AMC Term Loan Tranche B Beginning October 14, 2021 6.00 55.0 Total Debt $78.0 Net Debt FY 2016 H1 2016 H1 2017 65.8 Preferred Equity Beginning May 20, 2020 8.00% $19.9 Total Debt (Incl. Preferred) $97.9 Net Debt (Incl. Preferred) FY 2016 H1 2016 H1 2017 85.7 LTM Adj. EBITDA $13.1 ($0.8) $4.0 $17.9 Leverage Stats Total Debt / LTM Adj. EBITDA 4.4x Net Debt / LTM Adj. EBITDA 3.7 Total Debt (Incl. Preferred) / LTM Adj. EBITDA 5.5x Net Debt (Incl. Preferred) / LTM Adj. EBITDA 4.8 13 Source: Company Filings.

Draft For Premiums Paid in Selected Squeeze Out Transactions Discussion Purposes De a l Va lue Ac quiror Offe r Una ffe c te d Pre mium to Ca sh / Annc . Da te Ta rge t Ac quiror ($ mm) Voting % Pric e 1 Da y 1 Month Stoc k Mix 2 0 17 07/06/2017 HSN Inc Liberty Interactive Corp $1,307 38% $40.36 29% 28% 0 / 100% 06/26/2017 Handy & Harman Ltd Steel Partners Holdings LP 116 74 37.10 33 39 0 / 100% 04/11/2017 Alliance HealthCare Services Inc Thai Hot Investment Co Ltd 69 52 13.25 67 77 100 / 0% 01/03/2017 Federal- Mogul Holdings Co. Icahn Enterprises L.P 304 82 10.00 101 124 100 / 0% 2 0 16 12/19/2016 Calamos Asset Mgmt., Inc. Management Buyout $159 97% $8.25 12% 19% 100 / 0% 06/03/2016 Talen Energy Corporation Riverstone Holdings LLC 1,170 35 14.00 56 120 100 / 0% 03/09/2016 Crown Media Holdings, Inc. Hallmark Cards, Incorporated 176 90 5.05 2 15 100 / 0% 03/07/2016 National Interstate Corporation American Financial Group, Inc. 311 51 32.50 44 39 100 / 0% 01/19/2016 Rouse Properties, Inc. Brookfield Asset Mgmt. Inc. 705 34 18.25 35 29 100 / 0% 2 0 15 06/18/2015 SL Industries, Inc. Handy & Harman Ltd. $119 25% $40.00 38% 22% 100 / 0% 2 0 12 11/08/2012 Danfoss Power Danfoss A/S $690 76% $58.50 49% 49% 100 / 0% 09/26/2012 American Greetings Corporation Management Buyout 642 43 19.00 32 33 100 / 0% 02/24/2012 Kenneth Cole Productions Kenneth Cole 147 89 15.25 17 26 100 / 0% 01/16/2012 Venoco Inc. Timothy M. Marquez 400 50 12.50 63 69 100 / 0% 2 0 11 10/03/2011 C&D Technologies Angelo Gordon $52 65% $9.75 18% 18% 100 / 0% 07/12/2011 XO Holdings ACF Industries 96 92 1.40 84 103 100 / 0% 04/21/2011 CNA Surety CNA Financial 475 61 26.55 38 49 100 / 0% 02/22/2011 Caraco Pharmaceutical Labs Sun Pharmaceutical ind. 51 76 5.25 16 16 100 / 0% 01/09/2011 Playboy Hugh Hefner 137 70 6.15 51 54 100 / 0% 2 0 10 11/15/2010 Mediacom Communications Rocco B. Commisso $3,597 86% $8.75 28% 25% 100 / 0% 03/21/2010 CNX Gas CONSOL Energy 965 83 38.25 46 43 100 / 0% 2009 11/03/2009 Landry's Restaurants Tilman Fertìtta $157 57% $24.50 13% 18% 100 / 0% 09/08/2009 Odyssey Re Holdings Fairfax Financial Holdings 1,098 73 65.00 30 40 100 / 0% 07/13/2009 iBasis KPN NV 93 56 3.00 33 32 100 / 0% 04/20/2009 The Pepsi Bottling Group, Inc. PepsiCo, Inc. 5,202 39 36.50 45 87 50 / 50% 04/20/2009 PepsiAmericas, Inc. PepsiCo, Inc. 2,028 43 28.50 43 79 50 / 50% 03/25/2009 Hearst- Argyle Television Hearst Corp. 77 76 4.50 115 150 100 / 0% 03/22/2009 Cox Radio Cox Enterprises 82 96 4.80 45 (6) 100 / 0% 2008 07/21/2008 Genentech, Inc. Roche Holding Ltd $44,052 56% $95.00 16% 28% 100 / 0% 03/10/2008 Nationwide Financial Services Nationwide Mutual Insurance 2,440 95 52.25 38 28 100 / 0% Average (100% Cash Transactions) $2,169 68% 43% 49% - Average (100% Stock Transactions) 712 56 31 33 - Averag e(All Transactions) 2,168 66 43 50 - 14 Source: Citi M&A, Deal Point Data, Deal Intelligence, Company Filings. Draft For Premiums Paid in Selected Squeeze Out Transactions Discussion Purposes De a l Va lue Ac quiror Offe r Una ffe c te d Pre mium to Ca sh / Annc . Da te Ta rge t Ac quiror ($ mm) Voting % Pric e 1 Da y 1 Month Stoc k Mix 2 0 17 07/06/2017 HSN Inc Liberty Interactive Corp $1,307 38% $40.36 29% 28% 0 / 100% 06/26/2017 Handy & Harman Ltd Steel Partners Holdings LP 116 74 37.10 33 39 0 / 100% 04/11/2017 Alliance HealthCare Services Inc Thai Hot Investment Co Ltd 69 52 13.25 67 77 100 / 0% 01/03/2017 Federal- Mogul Holdings Co. Icahn Enterprises L.P 304 82 10.00 101 124 100 / 0% 2 0 16 12/19/2016 Calamos Asset Mgmt., Inc. Management Buyout $159 97% $8.25 12% 19% 100 / 0% 06/03/2016 Talen Energy Corporation Riverstone Holdings LLC 1,170 35 14.00 56 120 100 / 0% 03/09/2016 Crown Media Holdings, Inc. Hallmark Cards, Incorporated 176 90 5.05 2 15 100 / 0% 03/07/2016 National Interstate Corporation American Financial Group, Inc. 311 51 32.50 44 39 100 / 0% 01/19/2016 Rouse Properties, Inc. Brookfield Asset Mgmt. Inc. 705 34 18.25 35 29 100 / 0% 2 0 15 06/18/2015 SL Industries, Inc. Handy & Harman Ltd. $119 25% $40.00 38% 22% 100 / 0% 2 0 12 11/08/2012 Danfoss Power Danfoss A/S $690 76% $58.50 49% 49% 100 / 0% 09/26/2012 American Greetings Corporation Management Buyout 642 43 19.00 32 33 100 / 0% 02/24/2012 Kenneth Cole Productions Kenneth Cole 147 89 15.25 17 26 100 / 0% 01/16/2012 Venoco Inc. Timothy M. Marquez 400 50 12.50 63 69 100 / 0% 2 0 11 10/03/2011 C&D Technologies Angelo Gordon $52 65% $9.75 18% 18% 100 / 0% 07/12/2011 XO Holdings ACF Industries 96 92 1.40 84 103 100 / 0% 04/21/2011 CNA Surety CNA Financial 475 61 26.55 38 49 100 / 0% 02/22/2011 Caraco Pharmaceutical Labs Sun Pharmaceutical ind. 51 76 5.25 16 16 100 / 0% 01/09/2011 Playboy Hugh Hefner 137 70 6.15 51 54 100 / 0% 2 0 10 11/15/2010 Mediacom Communications Rocco B. Commisso $3,597 86% $8.75 28% 25% 100 / 0% 03/21/2010 CNX Gas CONSOL Energy 965 83 38.25 46 43 100 / 0% 2009 11/03/2009 Landry's Restaurants Tilman Fertìtta $157 57% $24.50 13% 18% 100 / 0% 09/08/2009 Odyssey Re Holdings Fairfax Financial Holdings 1,098 73 65.00 30 40 100 / 0% 07/13/2009 iBasis KPN NV 93 56 3.00 33 32 100 / 0% 04/20/2009 The Pepsi Bottling Group, Inc. PepsiCo, Inc. 5,202 39 36.50 45 87 50 / 50% 04/20/2009 PepsiAmericas, Inc. PepsiCo, Inc. 2,028 43 28.50 43 79 50 / 50% 03/25/2009 Hearst- Argyle Television Hearst Corp. 77 76 4.50 115 150 100 / 0% 03/22/2009 Cox Radio Cox Enterprises 82 96 4.80 45 (6) 100 / 0% 2008 07/21/2008 Genentech, Inc. Roche Holding Ltd $44,052 56% $95.00 16% 28% 100 / 0% 03/10/2008 Nationwide Financial Services Nationwide Mutual Insurance 2,440 95 52.25 38 28 100 / 0% Average (100% Cash Transactions) $2,169 68% 43% 49% - Average (100% Stock Transactions) 712 56 31 33 - Averag e(All Transactions) 2,168 66 43 50 - 14 Source: Citi M&A, Deal Point Data, Deal Intelligence, Company Filings.

Draft For Overview of Preferred Shares Discussion Purposes Series C-1 Series C-2 Series D-1 Series D-2 Wolverine Asset Management Sudbury Capital Subordinated Debt Holders Peter Edwards, Morris Goldfarb (Bob Owner(s) Johnson converted) (1) 4,000 shares / $4.0mm 2,000 shares / $2.0mm 7,700 shares / $7.7mm 1,500 share / $1.5mm Outstanding 3.7% / 7.1% of non AMCX shares 1.9% / 3.6% of non AMCX shares 7.2% / 13.7% of non AMCX shares 1.4% / 2.7% of non AMCX shares Fully Diluted O/S May 19, 2020 May 19, 2020 May 19, 2020 May 19, 2020 Maturity 8% annual paid quarterly with the first dividend payment due July 1, 2017 Dividend Cumulative dividends can be paid in cash or stock at the election of the company None None None None Voting Rights Currently 1 director Currently 1 director None None Board Representation Optional: Face value plus accrued dividend convertible into common stock at a conversion price of $3.00 per share Conversion Maturity: Redeemable with cash or stock at the company’s election; if converted into stock will be done at the lower of $3.00 per share or 85% of 5 day VWAP Redemption: Holder may require mandatory cash redemption of as converted shares at a 25% premium to the offer price per share, where face value of preferred Change of includes accrued dividends Control AMCX Transaction Carve-out: Acquisition of controlling interest by AMCX as discussed in the investment agreement, including the exercise of warrants to purchase common stock, will not be considered a change of control · Anti dilution · Anti dilution · Anti dilution · Anti dilution Covenants · Limitations on incurrence of · Limitations on incurrence of · Limitations on incurrence of · Limitations on incurrence of indebtedness and liens indebtedness and liens indebtedness and liens indebtedness and liens · Max indebtedness · Max indebtedness · Board size limited to 7 members · Board size limited to 7 members · Compliance with NASDAQ · Compliance with NASDAQ corporate governance requirements corporate governance requirement · Shares cannot be converted into common stock if it would result in any holder owning more than 4.99% or 9.99% of common stock outstanding immediately Limitations on following the transaction Conversion – Limit elected by holder at original issuance · Does not apply to holder that is a director or director by designation of the company or any of its subsidiaries · $1.50 exercise price · Edwards / Goldfarb - $2.37 exercise Corresponding 2015 Warrants Source: Company Filings. 15 (1) Face value excluding impact of accrued dividends. Draft For Overview of Preferred Shares Discussion Purposes Series C-1 Series C-2 Series D-1 Series D-2 Wolverine Asset Management Sudbury Capital Subordinated Debt Holders Peter Edwards, Morris Goldfarb (Bob Owner(s) Johnson converted) (1) 4,000 shares / $4.0mm 2,000 shares / $2.0mm 7,700 shares / $7.7mm 1,500 share / $1.5mm Outstanding 3.7% / 7.1% of non AMCX shares 1.9% / 3.6% of non AMCX shares 7.2% / 13.7% of non AMCX shares 1.4% / 2.7% of non AMCX shares Fully Diluted O/S May 19, 2020 May 19, 2020 May 19, 2020 May 19, 2020 Maturity 8% annual paid quarterly with the first dividend payment due July 1, 2017 Dividend Cumulative dividends can be paid in cash or stock at the election of the company None None None None Voting Rights Currently 1 director Currently 1 director None None Board Representation Optional: Face value plus accrued dividend convertible into common stock at a conversion price of $3.00 per share Conversion Maturity: Redeemable with cash or stock at the company’s election; if converted into stock will be done at the lower of $3.00 per share or 85% of 5 day VWAP Redemption: Holder may require mandatory cash redemption of as converted shares at a 25% premium to the offer price per share, where face value of preferred Change of includes accrued dividends Control AMCX Transaction Carve-out: Acquisition of controlling interest by AMCX as discussed in the investment agreement, including the exercise of warrants to purchase common stock, will not be considered a change of control · Anti dilution · Anti dilution · Anti dilution · Anti dilution Covenants · Limitations on incurrence of · Limitations on incurrence of · Limitations on incurrence of · Limitations on incurrence of indebtedness and liens indebtedness and liens indebtedness and liens indebtedness and liens · Max indebtedness · Max indebtedness · Board size limited to 7 members · Board size limited to 7 members · Compliance with NASDAQ · Compliance with NASDAQ corporate governance requirements corporate governance requirement · Shares cannot be converted into common stock if it would result in any holder owning more than 4.99% or 9.99% of common stock outstanding immediately Limitations on following the transaction Conversion – Limit elected by holder at original issuance · Does not apply to holder that is a director or director by designation of the company or any of its subsidiaries · $1.50 exercise price · Edwards / Goldfarb - $2.37 exercise Corresponding 2015 Warrants Source: Company Filings. 15 (1) Face value excluding impact of accrued dividends.

Draft For Preferred Shares – Change of Control Condition Discussion Purposes · All series of existing preferred shares have a change of control provision that allows the holder to force RLJE to redeem the share for cash at 125% of the greater of face or offer value in the event of a change of control · Based on the definitions from the preferred stock’s Certificate of Designations for a Change of Control and Fundamental Transaction (shown below): – Exercise of AMCX’s existing warrants would not constitute a change of control – A change of control would occur if AMCX were to acquire the remaining shares of RLJE it did not own following the exercise of the warrants Any fundamental transaction except: Change of Control · Any merger of the company with any of its direct or indirect wholly-owned subsidiaries · Any reorganization, recapitalization or reclassification of the shares of common stock in which holders of 50% of the company’s voting power immediately prior to such transaction continue, after the transaction, to hold publicly traded securities and, directly or indirectly, are, in all material respects, such holders of the voting power of the surviving entity · A migratory merger effected solely for the purposes of changing the jurisdiction or incorporation of the company or any of its subsidiaries · Merger in connection with a bona fide acquisition by the company of a person in which the gross consideration paid is not greater than 20% of the company’s market capitalization and the merger does not result in any change to the identity of the board or directors of any of the senior management of the company or a replacement as one time or within a one year period of more than half of the members of the board of directors which is not approved by a majority of the members of the Board of Directors on the initial issuance date · The transaction contemplated in the Investment Agreement between AMCX and RLJE (dated 8/19/2016), including in connection with the exercise of any warrants AMCX to purchase common stock issued to AMCX will not be considered a change of control Exception · Consolidate or merge into an other Person Fundamental Transaction · Sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to any other person · Assist or agree to assist any other Person to make a purchase, tender or exchange offer that is accepted by such holders of >50% of the outstanding voting stock in the company (not including any shares held by the Person making the purchase, tender or exchange offer) · Consummate a stock or share purchase agreement or other business combination with any other person whereby such other person acquires more than 50% of the outstanding voting stock of the company (not including any shares held by the person making the stock or share purchase agreement or other business combination) · Directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the common stock (which shall not include a reverse stock split) 16 Source: Company Filings. Draft For Preferred Shares – Change of Control Condition Discussion Purposes · All series of existing preferred shares have a change of control provision that allows the holder to force RLJE to redeem the share for cash at 125% of the greater of face or offer value in the event of a change of control · Based on the definitions from the preferred stock’s Certificate of Designations for a Change of Control and Fundamental Transaction (shown below): – Exercise of AMCX’s existing warrants would not constitute a change of control – A change of control would occur if AMCX were to acquire the remaining shares of RLJE it did not own following the exercise of the warrants Any fundamental transaction except: Change of Control · Any merger of the company with any of its direct or indirect wholly-owned subsidiaries · Any reorganization, recapitalization or reclassification of the shares of common stock in which holders of 50% of the company’s voting power immediately prior to such transaction continue, after the transaction, to hold publicly traded securities and, directly or indirectly, are, in all material respects, such holders of the voting power of the surviving entity · A migratory merger effected solely for the purposes of changing the jurisdiction or incorporation of the company or any of its subsidiaries · Merger in connection with a bona fide acquisition by the company of a person in which the gross consideration paid is not greater than 20% of the company’s market capitalization and the merger does not result in any change to the identity of the board or directors of any of the senior management of the company or a replacement as one time or within a one year period of more than half of the members of the board of directors which is not approved by a majority of the members of the Board of Directors on the initial issuance date · The transaction contemplated in the Investment Agreement between AMCX and RLJE (dated 8/19/2016), including in connection with the exercise of any warrants AMCX to purchase common stock issued to AMCX will not be considered a change of control Exception · Consolidate or merge into an other Person Fundamental Transaction · Sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to any other person · Assist or agree to assist any other Person to make a purchase, tender or exchange offer that is accepted by such holders of >50% of the outstanding voting stock in the company (not including any shares held by the Person making the purchase, tender or exchange offer) · Consummate a stock or share purchase agreement or other business combination with any other person whereby such other person acquires more than 50% of the outstanding voting stock of the company (not including any shares held by the person making the stock or share purchase agreement or other business combination) · Directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the common stock (which shall not include a reverse stock split) 16 Source: Company Filings.

Draft For Overview of Warrants Discussion Purposes AMCX Warrants $3.00 $3.00 $3.00 Exercise Price (1) 3.3mm 10.0mm 5.0mm Outstanding October 14, 2021 October 14, 2022 October 14, 2023 Maturity · Warrant holders are not entitled to rights including voting rights, dividend or other rights as a stockholder of the company prior to exercise Rights · Warrants can be exercised through the following methods Exercise – Cash payment of exercise price – Surrender of Senior Secured Loans with principal amount and accrued and unpaid interest equal to exercise price – By means of a cashless exercise · The warrants may not be sold, transferred or assigned without the consent of the RLJE Transfer Restrictions · The strike price of the warrants will adjust to reflect stock dividends, stock splits, dilutive equity issuances and the issuance of options, warrants, or Anti Dilution convertibles with a exercise/conversion price lower than the exercise price of the warrants 2015 Warrants $1.50 $2.37 $3.00 Exercise Price 1.45mm 0.15mm 1.50mm Outstanding Wolverine Asset Management, Sudbury Capital, JH Peter Edwards, Morris Goldfarb Bob Johnson / SPAC Owners Partners, others May 20. 2020 Maturity · Warrant holders are not entitled to rights including voting rights, dividend or other rights as a stockholder of the company prior to exercise Rights · Warrants can be exercised for cash or by means of a cashless exercise Exercise · The strike price of the warrants will adjust to reflect stock dividends, stock splits, dilutive equity issuances and the issuance of options, warrants, or Anti Dilution convertibles with a exercise/conversion price lower than the exercise price of the warrants · Shares cannot be converted into common stock if it would result in any holder owning more than 4.99% or 9.99% of common stock outstanding Limitations on immediately following the transaction Conversion – Limit elected by holder at original issuance · Does not apply to holder that is a director or director by designation of the company or any of its subsidiaries Source: Company Filings. Note: Excludes 2012 Warrants 17 (1) Provision that may increase the number of shares acquirable for no additional consideration such that the number of shares acquired plus 15mm equals at least 50.1% of shares outstanding. Draft For Overview of Warrants Discussion Purposes AMCX Warrants $3.00 $3.00 $3.00 Exercise Price (1) 3.3mm 10.0mm 5.0mm Outstanding October 14, 2021 October 14, 2022 October 14, 2023 Maturity · Warrant holders are not entitled to rights including voting rights, dividend or other rights as a stockholder of the company prior to exercise Rights · Warrants can be exercised through the following methods Exercise – Cash payment of exercise price – Surrender of Senior Secured Loans with principal amount and accrued and unpaid interest equal to exercise price – By means of a cashless exercise · The warrants may not be sold, transferred or assigned without the consent of the RLJE Transfer Restrictions · The strike price of the warrants will adjust to reflect stock dividends, stock splits, dilutive equity issuances and the issuance of options, warrants, or Anti Dilution convertibles with a exercise/conversion price lower than the exercise price of the warrants 2015 Warrants $1.50 $2.37 $3.00 Exercise Price 1.45mm 0.15mm 1.50mm Outstanding Wolverine Asset Management, Sudbury Capital, JH Peter Edwards, Morris Goldfarb Bob Johnson / SPAC Owners Partners, others May 20. 2020 Maturity · Warrant holders are not entitled to rights including voting rights, dividend or other rights as a stockholder of the company prior to exercise Rights · Warrants can be exercised for cash or by means of a cashless exercise Exercise · The strike price of the warrants will adjust to reflect stock dividends, stock splits, dilutive equity issuances and the issuance of options, warrants, or Anti Dilution convertibles with a exercise/conversion price lower than the exercise price of the warrants · Shares cannot be converted into common stock if it would result in any holder owning more than 4.99% or 9.99% of common stock outstanding Limitations on immediately following the transaction Conversion – Limit elected by holder at original issuance · Does not apply to holder that is a director or director by designation of the company or any of its subsidiaries Source: Company Filings. Note: Excludes 2012 Warrants 17 (1) Provision that may increase the number of shares acquirable for no additional consideration such that the number of shares acquired plus 15mm equals at least 50.1% of shares outstanding.

Draft For Overview of AMCX Held Term Loans Discussion Purposes AMCX Term Loans to RLJE Tranche A-1 Tranche A-2 Tranche B Tranche $13.0mm $10.0mm $55.0mm Outstanding June 30, 2020 June 20, 2021 October 14, 2023 Maturity · 7% per annum · 6% per annum Interest Rate – Paid in common stock, with the number of shares calculated based on a value of $3.00 per share – Paid in common stock, with the number of shares calculated based on a value of $3.00 per share Mandatory · 100% of net proceeds from any asset sales, insurance/condemnation, issuance of debt or exercise of warrants must be used to prepay the term loans Prepayments · The borrower shall provide to the Administrative Agent and Lender: Financial Statements & · Annual and quarterly financial statements Other Reports · Monthly reports, within 30 days of the end of each month that compare the results of the corresponding periods to the same period in the prior fiscal year and to the financial plan · Simultaneous with the quarterly financial statements, a description of any additions to, or deletions from RLJE’s media library since the preceding report · Simultaneous with the annual financial statements, a valuation report prepared by a valuation firm that reflects the fair value of the RLJE’s media library and of RLJE’s ownership interest in Agatha Christie Limited Financial Fixed Charge Minimum Cash Senior Leverage Total Leverage Covenants Fiscal Year Ending Ratio Ratio Fiscal Year Ending Coverage Ratio Balance ($ in mm) 12/31/2016 6.00x 6.75x 12/31/2016 1.00x $1.0 12/31/2017 5.75 6.00 12/31/2017 1.00 2.0 12/31/2018 4.00 5.00 12/31/2018 and all 2.00 3.5 Years Thereafter 12/31/2019 and all 3.75 - 2.5 4.00 Years Thereafter 18 Draft For Overview of AMCX Held Term Loans Discussion Purposes AMCX Term Loans to RLJE Tranche A-1 Tranche A-2 Tranche B Tranche $13.0mm $10.0mm $55.0mm Outstanding June 30, 2020 June 20, 2021 October 14, 2023 Maturity · 7% per annum · 6% per annum Interest Rate – Paid in common stock, with the number of shares calculated based on a value of $3.00 per share – Paid in common stock, with the number of shares calculated based on a value of $3.00 per share Mandatory · 100% of net proceeds from any asset sales, insurance/condemnation, issuance of debt or exercise of warrants must be used to prepay the term loans Prepayments · The borrower shall provide to the Administrative Agent and Lender: Financial Statements & · Annual and quarterly financial statements Other Reports · Monthly reports, within 30 days of the end of each month that compare the results of the corresponding periods to the same period in the prior fiscal year and to the financial plan · Simultaneous with the quarterly financial statements, a description of any additions to, or deletions from RLJE’s media library since the preceding report · Simultaneous with the annual financial statements, a valuation report prepared by a valuation firm that reflects the fair value of the RLJE’s media library and of RLJE’s ownership interest in Agatha Christie Limited Financial Fixed Charge Minimum Cash Senior Leverage Total Leverage Covenants Fiscal Year Ending Ratio Ratio Fiscal Year Ending Coverage Ratio Balance ($ in mm) 12/31/2016 6.00x 6.75x 12/31/2016 1.00x $1.0 12/31/2017 5.75 6.00 12/31/2017 1.00 2.0 12/31/2018 4.00 5.00 12/31/2018 and all 2.00 3.5 Years Thereafter 12/31/2019 and all 3.75 - 2.5 4.00 Years Thereafter 18

Draft Draft For For Key Management Dis Disc cuss ussion ion P Purpose urposes s Name Position Biography · Mr. Johnson was appointed as the Company’s chairman in October 2012 · From November 2010 to October 2012, Mr. Johnson served as the chairman of the board of RLJ Acquisition, Inc., a special purpose acquisition company that created the Company Robert L. Chairman of · Mr. Johnson founded The RLJ Companies, an innovative business network that owns or holds interests in Johnson the Board a diverse portfolio of companies and has served as its chairman since February 2003 · Prior to forming The RLJ Companies, Mr. Johnson was founder and chief executive officer of Black Entertainment Television (or BET), which was acquired by Viacom Inc. in 2001 · Mr. Johnson continued to serve as chief executive officer of BET until February 2006 · Mr. Penella was appointed as the Company’s Chief Executive Officer on January 18, 2013 · From October 2012 until January 18, 2013, Mr. Penella served as Chief Operating Officer · From April 2007 to October 2012, Mr. Penella served as Chief Executive Officer of Acorn Media Group, Inc., which was acquired by the Company in October 2012 Chief Miguel Executive · At Acorn Media Group, Mr. Penella oversaw operations and was the driving force behind the worldwide Penella Officer expansion of both the Acorn and Acacia brands, including the acquisition of 64% of Agatha Christie Limited and the launch of Acorn TV, the Company’s first proprietary subscription VOD channel · Mr. Penella came to Acorn from Time-Life where he rose in the ranks from circulation director of the catalog department to director of catalogs for the music division and then to vice president of customer marketing in 2001 · Mr. Rostom was appointed as the Company’s Chief Financial Officer on May 18, 2016 · From January 2014 to May 2016, Mr. Rostom served in senior and executive positions with GetWellNetwork, Inc. (“GWN”), a healthcare solutions provider Chief Nazir · During his tenure, Mr. Rostom led various strategic financing, M&A activities, and financial planning and Financial Rostom analysis at GWN Officer · Prior to GWN, he was Director of Finance and Assistant Treasurer for GTT Communications, Inc., from September 2011 to January 2014 · Mr. Rostom began his career in investment banking at PriceWaterhouseCoopers Source: Company website. 19 Draft Draft For For Key Management Dis Disc cuss ussion ion P Purpose urposes s Name Position Biography · Mr. Johnson was appointed as the Company’s chairman in October 2012 · From November 2010 to October 2012, Mr. Johnson served as the chairman of the board of RLJ Acquisition, Inc., a special purpose acquisition company that created the Company Robert L. Chairman of · Mr. Johnson founded The RLJ Companies, an innovative business network that owns or holds interests in Johnson the Board a diverse portfolio of companies and has served as its chairman since February 2003 · Prior to forming The RLJ Companies, Mr. Johnson was founder and chief executive officer of Black Entertainment Television (or BET), which was acquired by Viacom Inc. in 2001 · Mr. Johnson continued to serve as chief executive officer of BET until February 2006 · Mr. Penella was appointed as the Company’s Chief Executive Officer on January 18, 2013 · From October 2012 until January 18, 2013, Mr. Penella served as Chief Operating Officer · From April 2007 to October 2012, Mr. Penella served as Chief Executive Officer of Acorn Media Group, Inc., which was acquired by the Company in October 2012 Chief Miguel Executive · At Acorn Media Group, Mr. Penella oversaw operations and was the driving force behind the worldwide Penella Officer expansion of both the Acorn and Acacia brands, including the acquisition of 64% of Agatha Christie Limited and the launch of Acorn TV, the Company’s first proprietary subscription VOD channel · Mr. Penella came to Acorn from Time-Life where he rose in the ranks from circulation director of the catalog department to director of catalogs for the music division and then to vice president of customer marketing in 2001 · Mr. Rostom was appointed as the Company’s Chief Financial Officer on May 18, 2016 · From January 2014 to May 2016, Mr. Rostom served in senior and executive positions with GetWellNetwork, Inc. (“GWN”), a healthcare solutions provider Chief Nazir · During his tenure, Mr. Rostom led various strategic financing, M&A activities, and financial planning and Financial Rostom analysis at GWN Officer · Prior to GWN, he was Director of Finance and Assistant Treasurer for GTT Communications, Inc., from September 2011 to January 2014 · Mr. Rostom began his career in investment banking at PriceWaterhouseCoopers Source: Company website. 19

Draft Draft For For Board of Directors Dis Disc cuss ussion ion P Purpose urposes s Name Position Biography · Chairman of the Board, previously Chairman of the Board of RLJ Acquisition, Inc. Chairman of the Robert L. Johnson Board · Founder and previous CEO of Black Entertainment Television (or BET) Chief Executive · CEO, and previously CEO of Acorn Media Group, Inc., which was acquired by the Miguel Penella Officer Company in October 2012 · Mr. Sinclair has served as president, CEO and general counsel of the RLJ H . Van Sinclair Director companies since February 2003 · Mr. Hsu manages the treasury operations of AMC Networks Inc. as its Executive John Hsu Director Vice President – Treasurer & Financial Strategy Dayton Judd * Director· Mr. Judd is the Founder and Managing Partner of Sudbury Capital Management · Mr. Laszlo joined Sun Trust Robinson Humphrey in January 2014 where he serves Andy Laszlo * Director as Managing Director and Head of Technology, Media & Communications Equity Origination · Ms. Manos joined AMC Networks Inc. in 2002 and is responsible for overseeing Arlene Manos Director the advertising sales efforts for its national cable television networks AMC, IFC, SundanceTV, WE tv, and BBC AMERICA · Mr. Royster is an entrepreneur, and has co-founded two companies, in the Scott Royster * Director education sector – Latimer Education, Inc. and Maarifa Edu Holdings Limited John Ziegelman * Director· Mr. Ziegelman is a portfolio manager for Wolverine Asset Management, LLC * Independent Director AMCX Designated Director Source: Company website. 20 Draft Draft For For Board of Directors Dis Disc cuss ussion ion P Purpose urposes s Name Position Biography · Chairman of the Board, previously Chairman of the Board of RLJ Acquisition, Inc. Chairman of the Robert L. Johnson Board · Founder and previous CEO of Black Entertainment Television (or BET) Chief Executive · CEO, and previously CEO of Acorn Media Group, Inc., which was acquired by the Miguel Penella Officer Company in October 2012 · Mr. Sinclair has served as president, CEO and general counsel of the RLJ H . Van Sinclair Director companies since February 2003 · Mr. Hsu manages the treasury operations of AMC Networks Inc. as its Executive John Hsu Director Vice President – Treasurer & Financial Strategy Dayton Judd * Director· Mr. Judd is the Founder and Managing Partner of Sudbury Capital Management · Mr. Laszlo joined Sun Trust Robinson Humphrey in January 2014 where he serves Andy Laszlo * Director as Managing Director and Head of Technology, Media & Communications Equity Origination · Ms. Manos joined AMC Networks Inc. in 2002 and is responsible for overseeing Arlene Manos Director the advertising sales efforts for its national cable television networks AMC, IFC, SundanceTV, WE tv, and BBC AMERICA · Mr. Royster is an entrepreneur, and has co-founded two companies, in the Scott Royster * Director education sector – Latimer Education, Inc. and Maarifa Edu Holdings Limited John Ziegelman * Director· Mr. Ziegelman is a portfolio manager for Wolverine Asset Management, LLC * Independent Director AMCX Designated Director Source: Company website. 20

IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the promotion or marketing of any transaction contemplated hereby ( Transaction ). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission ( CFTC ), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2017 Citigroup Global Markets Inc. Member SIPC. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions. IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the promotion or marketing of any transaction contemplated hereby ( Transaction ). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission ( CFTC ), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2017 Citigroup Global Markets Inc. Member SIPC. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions.