EX-99.(C)(III) 3 d583960dex99ciii.htm EX-99.(C)(III)

Exhibit (c)(iii) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Presentation Materials May 2018Exhibit (c)(iii) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Presentation Materials May 2018

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connection with a potential transaction involving a company code-named “Aqua”. Allen has been retained by, and reports solely to, the Committee. The accompanying material was compiled and prepared on a confidential basis solely for use by the Committee and not with a view toward public disclosure under any securities laws or otherwise, and may not be used for any other purpose without Allen’s prior written consent. The information utilized in preparing this material was obtained from the management of the Company ( Management ) and other representatives and public sources. Allen has relied upon and assumed the accuracy and completeness of all financial, accounting, tax and other information available to Allen from public sources, provided to Allen by the Company or its representatives, or otherwise reviewed by Allen. Any estimates or budgetary information for the Company contained herein have been prepared by Management or are based upon such estimates or budgetary information, and involve numerous and significant subjective judgments, which may or may not prove to be correct. Certain forward-looking information with respect to the anticipated future performance of the Company has been derived from Management or Wall Street estimates for the Company. Allen does not take responsibility for such estimates and projections or the basis on which they were prepared. Furthermore, with respect to the estimates and projections provided to Allen, Allen has assumed that they have been prepared in good faith reflecting the best currently available estimates and judgments of the Management as to the Company’s future operating and financial performance. No representation or warranty, express or implied, is made as to the accuracy or completeness of any such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future operational or financial performance of the Company. Since the material contained herein was prepared for use in the context of a presentation to the Committee, which is familiar with the business and the affairs of the Company, neither the Company nor Allen nor any of their respective advisors take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. Allen undertakes no obligation to update or otherwise revise the accompanying material. Nothing contained herein should be construed as tax, accounting, regulatory, insurance, legal or other similar professional advice. Allen expresses no opinion as to the trading price of the securities of any company in the future. Nothing herein constitutes an opinion or a recommendation as to what course of action the Committee or any security holder of the Company should pursue in conjunction with any proposed transaction or otherwise. CONFIDENTIAL 2PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connection with a potential transaction involving a company code-named “Aqua”. Allen has been retained by, and reports solely to, the Committee. The accompanying material was compiled and prepared on a confidential basis solely for use by the Committee and not with a view toward public disclosure under any securities laws or otherwise, and may not be used for any other purpose without Allen’s prior written consent. The information utilized in preparing this material was obtained from the management of the Company ( Management ) and other representatives and public sources. Allen has relied upon and assumed the accuracy and completeness of all financial, accounting, tax and other information available to Allen from public sources, provided to Allen by the Company or its representatives, or otherwise reviewed by Allen. Any estimates or budgetary information for the Company contained herein have been prepared by Management or are based upon such estimates or budgetary information, and involve numerous and significant subjective judgments, which may or may not prove to be correct. Certain forward-looking information with respect to the anticipated future performance of the Company has been derived from Management or Wall Street estimates for the Company. Allen does not take responsibility for such estimates and projections or the basis on which they were prepared. Furthermore, with respect to the estimates and projections provided to Allen, Allen has assumed that they have been prepared in good faith reflecting the best currently available estimates and judgments of the Management as to the Company’s future operating and financial performance. No representation or warranty, express or implied, is made as to the accuracy or completeness of any such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future operational or financial performance of the Company. Since the material contained herein was prepared for use in the context of a presentation to the Committee, which is familiar with the business and the affairs of the Company, neither the Company nor Allen nor any of their respective advisors take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. Allen undertakes no obligation to update or otherwise revise the accompanying material. Nothing contained herein should be construed as tax, accounting, regulatory, insurance, legal or other similar professional advice. Allen expresses no opinion as to the trading price of the securities of any company in the future. Nothing herein constitutes an opinion or a recommendation as to what course of action the Committee or any security holder of the Company should pursue in conjunction with any proposed transaction or otherwise. CONFIDENTIAL 2

Transaction OverviewTransaction Overview

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Situation Overview On February 26, 2018, Aqua offered to purchase all outstanding shares of River common stock not currently owned by Aqua or Robert L. Johnson for $4.25 / share in cash (“Initial Offer”) ■ This represents a 10% premium to the unaffected price of $3.87 as of February 23, 2018 ■ Aqua also announced that it was not interested in selling its existing stake in River or participating in any other strategic process ■ River’s Board of Directors appointed a special committee of independent directors to evaluate and consider Aqua’s proposal On April 5, 2018, Allen & Company and Citi, Aqua’s financial advisor, held a call in which Allen & Company relayed the message that the Special Committee would only be interested in proceeding with Aqua if Aqua submitted a meaningfully higher offer ■ River made select key financial data available to Citi to help refine their view on valuation On April 25, 2018, Citi and Aqua held a diligence session with River management to review the financial model in detail On May 2, 2018, Allen & Company and Citi held a meeting in which Citi verbally communicated a revised offer from Aqua of $4.92 / share in cash, subject to further diligence CONFIDENTIAL 4PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Situation Overview On February 26, 2018, Aqua offered to purchase all outstanding shares of River common stock not currently owned by Aqua or Robert L. Johnson for $4.25 / share in cash (“Initial Offer”) ■ This represents a 10% premium to the unaffected price of $3.87 as of February 23, 2018 ■ Aqua also announced that it was not interested in selling its existing stake in River or participating in any other strategic process ■ River’s Board of Directors appointed a special committee of independent directors to evaluate and consider Aqua’s proposal On April 5, 2018, Allen & Company and Citi, Aqua’s financial advisor, held a call in which Allen & Company relayed the message that the Special Committee would only be interested in proceeding with Aqua if Aqua submitted a meaningfully higher offer ■ River made select key financial data available to Citi to help refine their view on valuation On April 25, 2018, Citi and Aqua held a diligence session with River management to review the financial model in detail On May 2, 2018, Allen & Company and Citi held a meeting in which Citi verbally communicated a revised offer from Aqua of $4.92 / share in cash, subject to further diligence CONFIDENTIAL 4

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Overview of Transaction Economics Implied Transaction Multiples Summary Ownership ($USD in Millions) Fully Diluted Shares Shareholder Shares (mm) % Ownership $4.92 Aqua Offer (May 2, 2018) Aqua 26.0 61% Fully Diluted Shares Outstanding 42.4 Equity Value $209 Robert L. Johnson 7.4 17% Plus: Debt 26 All Other 9.0 21% Less: Cash (4) Adj. Firm Value $230 Preferred Shareholders 3.9 9% Less: Unconsolidated Assets (23) Management and Board 2.0 5% Enterprise Value $207 Other Common Shareholders 3.1 7% Implied Enterprise Value / Revenue Metrics Multiples Total Shareholders 42.4 100% 2017A $86.3 2.4x 2018E 100.5 2.1x 2019E 115.3 1.8x Adj. Firm Value / Adj. EBITDA 2017A $16.6 13.9x 2018E 21.3 10.8x 2019E 24.6 9.3x Source: Company filings and management. CONFIDENTIAL 5PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Overview of Transaction Economics Implied Transaction Multiples Summary Ownership ($USD in Millions) Fully Diluted Shares Shareholder Shares (mm) % Ownership $4.92 Aqua Offer (May 2, 2018) Aqua 26.0 61% Fully Diluted Shares Outstanding 42.4 Equity Value $209 Robert L. Johnson 7.4 17% Plus: Debt 26 All Other 9.0 21% Less: Cash (4) Adj. Firm Value $230 Preferred Shareholders 3.9 9% Less: Unconsolidated Assets (23) Management and Board 2.0 5% Enterprise Value $207 Other Common Shareholders 3.1 7% Implied Enterprise Value / Revenue Metrics Multiples Total Shareholders 42.4 100% 2017A $86.3 2.4x 2018E 100.5 2.1x 2019E 115.3 1.8x Adj. Firm Value / Adj. EBITDA 2017A $16.6 13.9x 2018E 21.3 10.8x 2019E 24.6 9.3x Source: Company filings and management. CONFIDENTIAL 5

River OverviewRiver Overview

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Overview of Segments Digital Channels IP Licensing Wholesale Distribution ■ Distributes film and television content ■ Monetizes library of owned IP via ■ Distributes film and television content in through proprietary subscription OTT licensing and production various formats, including DVD, Blu-ray, platforms Acorn TV and UMC digital downloads, broadcast, and SVOD ■ Includes 64% stake in Agatha Christie through partners ■ Niche audiences: Acorn TV focused on Limited, which includes more than 80 British content and UMC on urban content novels, 19 plays and 100 made-for-TV ■ $11.2 mm 2017 Adj. EBITDA (-1% growth films vs. 2016) ■ $9.8 mm 2017 Adj. EBITDA (40% growth vs. 2016)■ $6.0 mm 2017 Adj. EBITDA (89% growth vs. 2016) ■ 680k total subscribers as of December 2017 (49% growth vs. 2016) Source: Company filings. CONFIDENTIAL 7PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Overview of Segments Digital Channels IP Licensing Wholesale Distribution ■ Distributes film and television content ■ Monetizes library of owned IP via ■ Distributes film and television content in through proprietary subscription OTT licensing and production various formats, including DVD, Blu-ray, platforms Acorn TV and UMC digital downloads, broadcast, and SVOD ■ Includes 64% stake in Agatha Christie through partners ■ Niche audiences: Acorn TV focused on Limited, which includes more than 80 British content and UMC on urban content novels, 19 plays and 100 made-for-TV ■ $11.2 mm 2017 Adj. EBITDA (-1% growth films vs. 2016) ■ $9.8 mm 2017 Adj. EBITDA (40% growth vs. 2016)■ $6.0 mm 2017 Adj. EBITDA (89% growth vs. 2016) ■ 680k total subscribers as of December 2017 (49% growth vs. 2016) Source: Company filings. CONFIDENTIAL 7

Volume (mm) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY 5-Year Historical Stock Price Performance $20.00 0.8 Summary Performance Prior to Unaffected Date (2/23/2018) 5 Years 2 Years 1 Year 6 Months 3 Months 5.0 mm 5.5 mm $18.00 Performance (68%) 169% 68% 21% (5%) shares shares 0.7 High $18.21 $4.46 $4.46 $4.40 $4.40 Low 0.85 1.34 2.16 2.91 3.68 $16.00 0.6 $14.00 0.5 $12.00 $10.00 0.4 $8.00 0.3 2/26/18 5/2/18 Verbal $6.00 Public Offer: $4.25 Offer: $4.92 0.2 Current: $4.53 $4.00 0.1 $2.00 $0.00 0 Apr-13 Nov-13 Jun-14 Dec-14 Jul-15 Jan-16 Aug-16 Feb-17 Sep-17 Apr-18 Source: CapIQ as of April 30, 2018. CONFIDENTIAL 8 PriceVolume (mm) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY 5-Year Historical Stock Price Performance $20.00 0.8 Summary Performance Prior to Unaffected Date (2/23/2018) 5 Years 2 Years 1 Year 6 Months 3 Months 5.0 mm 5.5 mm $18.00 Performance (68%) 169% 68% 21% (5%) shares shares 0.7 High $18.21 $4.46 $4.46 $4.40 $4.40 Low 0.85 1.34 2.16 2.91 3.68 $16.00 0.6 $14.00 0.5 $12.00 $10.00 0.4 $8.00 0.3 2/26/18 5/2/18 Verbal $6.00 Public Offer: $4.25 Offer: $4.92 0.2 Current: $4.53 $4.00 0.1 $2.00 $0.00 0 Apr-13 Nov-13 Jun-14 Dec-14 Jul-15 Jan-16 Aug-16 Feb-17 Sep-17 Apr-18 Source: CapIQ as of April 30, 2018. CONFIDENTIAL 8 Price

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY LTM Trading Volume Histograms as of Unaffected Date (February 23, 2018) Below based on closing prices Last 3 months Last 6 months (% of total volume) (% of total volume) 52 % 46 % 35 % 30 % 15 % 10 % 9 % 3 % 1 % -- % -- % -- % -- % -- % -- % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Last 9 months Last 12 months (% of total volume) (% of total volume) 25 % 22 % 22 % 20 % 16 % 15 % 15 % 14 % 13 % 10 % 9 % 8 % 5 % 3 % 2 % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Source: CapIQ. Note: Rounding may result in total sums not equaling 100%. CONFIDENTIAL 9PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY LTM Trading Volume Histograms as of Unaffected Date (February 23, 2018) Below based on closing prices Last 3 months Last 6 months (% of total volume) (% of total volume) 52 % 46 % 35 % 30 % 15 % 10 % 9 % 3 % 1 % -- % -- % -- % -- % -- % -- % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Last 9 months Last 12 months (% of total volume) (% of total volume) 25 % 22 % 22 % 20 % 16 % 15 % 15 % 14 % 13 % 10 % 9 % 8 % 5 % 3 % 2 % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Source: CapIQ. Note: Rounding may result in total sums not equaling 100%. CONFIDENTIAL 9

Financial AnalysesFinancial Analyses

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Segment Considerations Acorn TV UMC Wholesale IP Licensing ▲ Growing demand for OTT platforms with niche content▲ Content investment ▲ Established brand with a loyal complementary with digital audience ▲ 50%+ annual subscriber growth since respective launches channels spend ▲ Strong pipeline of ACL TV and ▲ Increasing adoption by MVPDs presents opportunity for fast growth ▲ Financials stabilizing after a film content in 2018-2019, period of decline until 2017 including Murder on the Orient ▲ Established brand with a ▲ Bob Johnson has a track record Express, Death on the Nile, and loyal, passionate audience of success building out a ▲ Currently over 50% of the ABC Murders platform targeting African Tailwinds segment related to digital ▲ Robust library of content American and Urban audiences downloads vs. physical sales▲ Publishing segment highly consisting of 3000+ hours of profitable and stable business programming▲ Ability to scale quickly by leveraging Acorn TV platform ▲ Target demo of educated, high-income 35+ females ▼ Competitive industry with majority of market share from large ▼ Declining demand for DVDs ▼ No owned IP outside of ACL established players such as Netflix, Hulu, and Amazon Prime and Blu-rays ▼ ACL TV and film segment ▼ Require significant cash investment in content to grow▼ Continued headwinds in retail highly unpredictable sector ▼ One of River’s vendors, ITV, ▼ New, untested brand with ~55k ▼ ACL copyright set to expire 70 launched Acorn TV’s direct subscribers and no established ▼ Exposure to sales returns and years after death of the author competitor BritBox with BBC fan base unsold inventory puts dollars (2046) in March 2017 at risk ▼ Historically high monthly churn Headwinds ▼ Small TAM of 10-12mm rate of ~20% (as compared to ▼ High customer concentration, households ~3% for Acorn TV) with top 5 customers representing 54% of sales in ▼ Relatively thin library of lower 2017 quality content (~400 hours of programming) ▼ Digital channel growth likely to accelerate cannibalization of ▼ Path to scale and profitability wholesale customers unclear Source: Company management. CONFIDENTIAL 11PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Segment Considerations Acorn TV UMC Wholesale IP Licensing ▲ Growing demand for OTT platforms with niche content▲ Content investment ▲ Established brand with a loyal complementary with digital audience ▲ 50%+ annual subscriber growth since respective launches channels spend ▲ Strong pipeline of ACL TV and ▲ Increasing adoption by MVPDs presents opportunity for fast growth ▲ Financials stabilizing after a film content in 2018-2019, period of decline until 2017 including Murder on the Orient ▲ Established brand with a ▲ Bob Johnson has a track record Express, Death on the Nile, and loyal, passionate audience of success building out a ▲ Currently over 50% of the ABC Murders platform targeting African Tailwinds segment related to digital ▲ Robust library of content American and Urban audiences downloads vs. physical sales▲ Publishing segment highly consisting of 3000+ hours of profitable and stable business programming▲ Ability to scale quickly by leveraging Acorn TV platform ▲ Target demo of educated, high-income 35+ females ▼ Competitive industry with majority of market share from large ▼ Declining demand for DVDs ▼ No owned IP outside of ACL established players such as Netflix, Hulu, and Amazon Prime and Blu-rays ▼ ACL TV and film segment ▼ Require significant cash investment in content to grow▼ Continued headwinds in retail highly unpredictable sector ▼ One of River’s vendors, ITV, ▼ New, untested brand with ~55k ▼ ACL copyright set to expire 70 launched Acorn TV’s direct subscribers and no established ▼ Exposure to sales returns and years after death of the author competitor BritBox with BBC fan base unsold inventory puts dollars (2046) in March 2017 at risk ▼ Historically high monthly churn Headwinds ▼ Small TAM of 10-12mm rate of ~20% (as compared to ▼ High customer concentration, households ~3% for Acorn TV) with top 5 customers representing 54% of sales in ▼ Relatively thin library of lower 2017 quality content (~400 hours of programming) ▼ Digital channel growth likely to accelerate cannibalization of ▼ Path to scale and profitability wholesale customers unclear Source: Company management. CONFIDENTIAL 11

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Comparison of Historical Results vs. Budget Budget Actuals % Variance Actuals Incl. Disc. Ops. Incl. Disc. Ops. Incl. Disc. Ops. ($USD in Millions) 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 Subscribers (000s) Acorn TV 405 665 118 198 433 633 7% (5%) UMC 25 63 -- 4 24 55 (5%) (12%) Total Subscribers 430 728 118 203 457 688 6% (5%) % Growth -- 69% -- 72% 125% 51% Revenue Digital Channels $9.7 $17.2 $28.1 $4.1 $7.5 $16.3 $27.2 (22%) (6%) (3%) IP Licensing 3.0 -- -- 8.8 3.1 0.2 0.0 3% NA NA Wholesale Distribution 140.9 80.3 62.9 124.8 114.3 63.8 59.1 (19%) (21%) (6%) Total Revenue $160.3 $153.6 $97.5 $91.0 $137.7 $124.9 $80.2 $86.3 (14%) (19%) (18%) (5%) 64% of ACL Equity Earnings $3.2 $2.1 $2.9 $3.0 $3.2 $2.8 $3.6 $6.4 (1%) 34% 21% 117% Adj. EBITDA 23.6 16.7 17.6 15.4 9.5 7.5 13.1 16.6 (60%) (55%) (25%) 7% Source: Company management. Note: Grey shading denotes data not available. CONFIDENTIAL 12PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Comparison of Historical Results vs. Budget Budget Actuals % Variance Actuals Incl. Disc. Ops. Incl. Disc. Ops. Incl. Disc. Ops. ($USD in Millions) 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 Subscribers (000s) Acorn TV 405 665 118 198 433 633 7% (5%) UMC 25 63 -- 4 24 55 (5%) (12%) Total Subscribers 430 728 118 203 457 688 6% (5%) % Growth -- 69% -- 72% 125% 51% Revenue Digital Channels $9.7 $17.2 $28.1 $4.1 $7.5 $16.3 $27.2 (22%) (6%) (3%) IP Licensing 3.0 -- -- 8.8 3.1 0.2 0.0 3% NA NA Wholesale Distribution 140.9 80.3 62.9 124.8 114.3 63.8 59.1 (19%) (21%) (6%) Total Revenue $160.3 $153.6 $97.5 $91.0 $137.7 $124.9 $80.2 $86.3 (14%) (19%) (18%) (5%) 64% of ACL Equity Earnings $3.2 $2.1 $2.9 $3.0 $3.2 $2.8 $3.6 $6.4 (1%) 34% 21% 117% Adj. EBITDA 23.6 16.7 17.6 15.4 9.5 7.5 13.1 16.6 (60%) (55%) (25%) 7% Source: Company management. Note: Grey shading denotes data not available. CONFIDENTIAL 12

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of Acorn TV Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 633 990 1,154 1,327 1,526 1,755 1,128 1,275 1,444 1,639 1 % Growth 46% 56% 17% 15% 15% 15% 14% 13% 13% 14% Content Spend $11.5 $12.0 $12.0 $16.0 $20.0 2 $12.0 $12.0 $16.0 $20.0 % Growth 4% 0% 33% 25% 4% 0% 33% 25% Net Revenue $39.1 $48.5 $57.9 $66.6 $76.6 $47.9 $56.1 $63.5 $72.0 % Growth 24% 19% 15% 15% 23% 17% 13% 13% Gross Profit $27.9 $33.9 $40.1 $45.2 $51.7 $33.4 $38.5 $42.4 $47.7 % Margin 71% 70% 69% 68% 68% 70% 69% 67% 66% Marketing ($9.1) ($10.4) ($12.0) ($13.8) ($15.9) 3 ($8.8) ($10.1) ($11.4) ($13.0) Overhead (3.0) (3.1) (3.4) (3.7) (4.1) 4 (3.1) (3.4) (3.7) (4.1) Adj. EBITDA (Pre-Corp. Exp.) $15.8 $20.4 $24.7 $27.6 $31.7 $21.5 $25.0 $27.3 $30.6 % Margin 40% 42% 43% 41% 41% 45% 45% 43% 43% Assumptions 1 4 ■ Incremental annual net subscribers reduced by 15% to reflect ■ Direct overhead consistent between cases ~100k fewer subs vs. Base Case by 2022 • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) 3 ■ Subscriber acquisition cost of $23-24 and 35% churn in 2019-2022 variable based on subscribers • 55% attributed subscribers in Adjusted Case vs. 65% in Base Case to reflect higher mix of non-native platform subscribers Source: Company management. CONFIDENTIAL 13PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of Acorn TV Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 633 990 1,154 1,327 1,526 1,755 1,128 1,275 1,444 1,639 1 % Growth 46% 56% 17% 15% 15% 15% 14% 13% 13% 14% Content Spend $11.5 $12.0 $12.0 $16.0 $20.0 2 $12.0 $12.0 $16.0 $20.0 % Growth 4% 0% 33% 25% 4% 0% 33% 25% Net Revenue $39.1 $48.5 $57.9 $66.6 $76.6 $47.9 $56.1 $63.5 $72.0 % Growth 24% 19% 15% 15% 23% 17% 13% 13% Gross Profit $27.9 $33.9 $40.1 $45.2 $51.7 $33.4 $38.5 $42.4 $47.7 % Margin 71% 70% 69% 68% 68% 70% 69% 67% 66% Marketing ($9.1) ($10.4) ($12.0) ($13.8) ($15.9) 3 ($8.8) ($10.1) ($11.4) ($13.0) Overhead (3.0) (3.1) (3.4) (3.7) (4.1) 4 (3.1) (3.4) (3.7) (4.1) Adj. EBITDA (Pre-Corp. Exp.) $15.8 $20.4 $24.7 $27.6 $31.7 $21.5 $25.0 $27.3 $30.6 % Margin 40% 42% 43% 41% 41% 45% 45% 43% 43% Assumptions 1 4 ■ Incremental annual net subscribers reduced by 15% to reflect ■ Direct overhead consistent between cases ~100k fewer subs vs. Base Case by 2022 • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) 3 ■ Subscriber acquisition cost of $23-24 and 35% churn in 2019-2022 variable based on subscribers • 55% attributed subscribers in Adjusted Case vs. 65% in Base Case to reflect higher mix of non-native platform subscribers Source: Company management. CONFIDENTIAL 13

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of UMC Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 55 100 244 488 732 1,098 177 299 421 604 1 % Growth 129% 82% 144% 100% 50% 50% 77% 69% 41% 43% Content Spend $6.0 $7.0 $10.0 $10.0 $10.0 2 $7.0 $10.0 $10.0 $10.0 % Growth 17% 43% 0% 0% 17% 43% 0% 0% Net Revenue $3.3 $8.5 $17.1 $28.5 $42.7 $6.9 $11.1 $16.8 $23.9 % Growth 159% 100% 67% 50% 110% 60% 51% 42% Gross Profit $0.9 $3.4 $8.5 $16.3 $27.6 $2.0 $3.3 $6.2 $11.4 % Margin 28% 39% 50% 57% 64% 28% 30% 37% 47% Marketing ($1.6) ($2.1) ($3.3) ($5.1) ($7.7) 3 ($1.3) ($1.8) ($2.6) ($3.8) Overhead (1.1) (1.3) (1.5) (1.6) (1.8) 4 (1.3) (1.5) (1.6) (1.8) Adj. EBITDA (Pre-Corp. Exp.) ($1.8) ($0.0) $3.7 $9.6 $18.1 ($0.7) $0.1 $2.0 $5.8 % Margin NM NM 22% 34% 42% NM 0% 12% 24% Assumptions 1 3 ■ Incremental annual net subscribers reduced by 50% to reflect ■ Subscriber acquisition cost of $8-11 and 90% churn in 2019-2022 slower growth vs. Acorn TV historical growth trend • 55% attributed subscribers in Adjusted Case vs. 65% in Base • Less established brand compared to Acorn TV Case to reflect higher mix of non-native platform subscribers • Thin content library that requires significant content spend on 4■ Direct overhead consistent between cases new releases • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) variable based on subscribers Source: Company management. CONFIDENTIAL 14PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of UMC Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 55 100 244 488 732 1,098 177 299 421 604 1 % Growth 129% 82% 144% 100% 50% 50% 77% 69% 41% 43% Content Spend $6.0 $7.0 $10.0 $10.0 $10.0 2 $7.0 $10.0 $10.0 $10.0 % Growth 17% 43% 0% 0% 17% 43% 0% 0% Net Revenue $3.3 $8.5 $17.1 $28.5 $42.7 $6.9 $11.1 $16.8 $23.9 % Growth 159% 100% 67% 50% 110% 60% 51% 42% Gross Profit $0.9 $3.4 $8.5 $16.3 $27.6 $2.0 $3.3 $6.2 $11.4 % Margin 28% 39% 50% 57% 64% 28% 30% 37% 47% Marketing ($1.6) ($2.1) ($3.3) ($5.1) ($7.7) 3 ($1.3) ($1.8) ($2.6) ($3.8) Overhead (1.1) (1.3) (1.5) (1.6) (1.8) 4 (1.3) (1.5) (1.6) (1.8) Adj. EBITDA (Pre-Corp. Exp.) ($1.8) ($0.0) $3.7 $9.6 $18.1 ($0.7) $0.1 $2.0 $5.8 % Margin NM NM 22% 34% 42% NM 0% 12% 24% Assumptions 1 3 ■ Incremental annual net subscribers reduced by 50% to reflect ■ Subscriber acquisition cost of $8-11 and 90% churn in 2019-2022 slower growth vs. Acorn TV historical growth trend • 55% attributed subscribers in Adjusted Case vs. 65% in Base • Less established brand compared to Acorn TV Case to reflect higher mix of non-native platform subscribers • Thin content library that requires significant content spend on 4■ Direct overhead consistent between cases new releases • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) variable based on subscribers Source: Company management. CONFIDENTIAL 14

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of Wholesale Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Content Spend $33.6 $31.0 $28.0 $24.0 $20.0 1 $29.5 $26.6 $22.8 $19.0 % Growth (8%) (10%) (14%) (17%) (12%) (10%) (14%) (17%) US Revenue $46.2 $45.5 $44.8 $42.5 $42.5 $42.5 $42.4 $38.1 $36.2 $34.4 International Revenue 12.8 12.6 12.6 12.6 12.6 12.6 12.0 11.4 10.8 10.3 2 Total Revenue $59.1 $58.2 $57.4 $55.2 $55.2 $55.2 $54.4 $49.5 $47.1 $44.7 % Growth (7%) (2%) (1%) (4%) 0% 0% (6%) (9%) (5%) (5%) US Gross Profit $12.6 $13.6 $13.4 $12.8 $12.8 $12.8 $12.7 $11.4 $10.9 $10.3 International Gross Profit 5.0 5.8 5.3 5.3 5.3 5.1 5.0 4.8 4.6 4.1 Total Gross Profit $17.6 $19.4 $18.7 $18.1 $18.1 $17.8 $17.8 $16.2 $15.4 $14.4 % Margin 30% 33% 33% 33% 33% 32% 33% 33% 33% 32% Adj. EBITDA (Pre-Corp. Exp.) $11.2 $12.7 $9.6 $9.2 $9.2 $8.9 $9.1 $8.2 $7.8 $7.2 % Margin 19% 22% 17% 17% 17% 16% 17% 17% 17% 16% Assumptions 1 ■ Declining content spend to reflect lower revenue vs. Base Case■ All other expenses variable based on revenue ■ Incremental annual 5% decline in US and International revenue, to 2 reflect: • Continued headwinds in retail sector • Shift in retail partners moving away from DVD sales (e.g., Costco) Source: Company management. CONFIDENTIAL 15PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of Wholesale Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Content Spend $33.6 $31.0 $28.0 $24.0 $20.0 1 $29.5 $26.6 $22.8 $19.0 % Growth (8%) (10%) (14%) (17%) (12%) (10%) (14%) (17%) US Revenue $46.2 $45.5 $44.8 $42.5 $42.5 $42.5 $42.4 $38.1 $36.2 $34.4 International Revenue 12.8 12.6 12.6 12.6 12.6 12.6 12.0 11.4 10.8 10.3 2 Total Revenue $59.1 $58.2 $57.4 $55.2 $55.2 $55.2 $54.4 $49.5 $47.1 $44.7 % Growth (7%) (2%) (1%) (4%) 0% 0% (6%) (9%) (5%) (5%) US Gross Profit $12.6 $13.6 $13.4 $12.8 $12.8 $12.8 $12.7 $11.4 $10.9 $10.3 International Gross Profit 5.0 5.8 5.3 5.3 5.3 5.1 5.0 4.8 4.6 4.1 Total Gross Profit $17.6 $19.4 $18.7 $18.1 $18.1 $17.8 $17.8 $16.2 $15.4 $14.4 % Margin 30% 33% 33% 33% 33% 32% 33% 33% 33% 32% Adj. EBITDA (Pre-Corp. Exp.) $11.2 $12.7 $9.6 $9.2 $9.2 $8.9 $9.1 $8.2 $7.8 $7.2 % Margin 19% 22% 17% 17% 17% 16% 17% 17% 17% 16% Assumptions 1 ■ Declining content spend to reflect lower revenue vs. Base Case■ All other expenses variable based on revenue ■ Incremental annual 5% decline in US and International revenue, to 2 reflect: • Continued headwinds in retail sector • Shift in retail partners moving away from DVD sales (e.g., Costco) Source: Company management. CONFIDENTIAL 15

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of IP Licensing and ACL Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Revenue $0.0 $0.0 $0.8 $0.8 $0.8 $0.8 $0.1 $0.1 $0.1 $0.1 1 % Growth (72%) (60%) NM 0% 0% 0% 518% 0% 0% 0% Gross Profit $0.0 $0.0 $0.3 $0.3 $0.3 $0.3 $0.0 $0.0 $0.0 $0.0 % Margin 100% 229% 31% 31% 31% 31% 39% 39% 39% 39% SG&A ($0.5) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) Adj. EBITDA (Pre-Corp. Exp.) ($0.4) ($0.4) ($0.2) ($0.2) ($0.2) ($0.2) ($0.4) ($0.4) ($0.4) ($0.4) 2 64% of ACL Equity Earnings $6.4 $6.9 $6.7 $7.6 $7.0 $7.0 $5.9 $5.9 $5.9 $5.9 Assumptions 1 ■ No other co-produced content in 2019-2022 2 ■ Reflects lower revenue and profitability from commissioned TV and film content, including Murder on the Orient Express, Death on the Nile, and ABC Murders in 2019-2020 Source: Company management. CONFIDENTIAL 16PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of IP Licensing and ACL Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Revenue $0.0 $0.0 $0.8 $0.8 $0.8 $0.8 $0.1 $0.1 $0.1 $0.1 1 % Growth (72%) (60%) NM 0% 0% 0% 518% 0% 0% 0% Gross Profit $0.0 $0.0 $0.3 $0.3 $0.3 $0.3 $0.0 $0.0 $0.0 $0.0 % Margin 100% 229% 31% 31% 31% 31% 39% 39% 39% 39% SG&A ($0.5) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) Adj. EBITDA (Pre-Corp. Exp.) ($0.4) ($0.4) ($0.2) ($0.2) ($0.2) ($0.2) ($0.4) ($0.4) ($0.4) ($0.4) 2 64% of ACL Equity Earnings $6.4 $6.9 $6.7 $7.6 $7.0 $7.0 $5.9 $5.9 $5.9 $5.9 Assumptions 1 ■ No other co-produced content in 2019-2022 2 ■ Reflects lower revenue and profitability from commissioned TV and film content, including Murder on the Orient Express, Death on the Nile, and ABC Murders in 2019-2020 Source: Company management. CONFIDENTIAL 16

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Management Base Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $57.0 $75.0 $95.1 $119.3 IP Licensing 3.1 0.2 0.0 0.0 0.8 0.8 0.8 0.8 Wholesale Distribution 88.3 63.8 59.1 58.2 57.4 55.2 55.2 55.2 Total Revenue $99.0 $80.2 $86.3 $100.5 $115.3 $131.0 $151.1 $175.3 % Growth -- (19%) 8% 16% 15% 14% 15% 16% % Growth by Segment: Digital Channels 116% 67% 56% 35% 32% 27% 25% Wholesale Distribution (28%) (7%) (2%) (1%) (4%) --% --% Equity Income from ACL 39% 93% (10%) 7% 16% (9%) --% Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.4 $28.4 $37.2 $49.9 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.2) (0.2) (0.2) (0.2) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 6.7 7.6 7.0 7.0 Wholesale Distribution 15.5 11.3 11.2 12.7 9.6 9.2 9.2 8.9 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (16.0) (18.8) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $24.6 $32.3 $37.2 $46.9 % Growth -- 64% 26% 29% 15% 31% 15% 26% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 19% 20% 23% % Margin by Segment: Digital Channels NM 43% 36% 33% 36% 38% 39% 42% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 17PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Management Base Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $57.0 $75.0 $95.1 $119.3 IP Licensing 3.1 0.2 0.0 0.0 0.8 0.8 0.8 0.8 Wholesale Distribution 88.3 63.8 59.1 58.2 57.4 55.2 55.2 55.2 Total Revenue $99.0 $80.2 $86.3 $100.5 $115.3 $131.0 $151.1 $175.3 % Growth -- (19%) 8% 16% 15% 14% 15% 16% % Growth by Segment: Digital Channels 116% 67% 56% 35% 32% 27% 25% Wholesale Distribution (28%) (7%) (2%) (1%) (4%) --% --% Equity Income from ACL 39% 93% (10%) 7% 16% (9%) --% Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.4 $28.4 $37.2 $49.9 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.2) (0.2) (0.2) (0.2) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 6.7 7.6 7.0 7.0 Wholesale Distribution 15.5 11.3 11.2 12.7 9.6 9.2 9.2 8.9 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (16.0) (18.8) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $24.6 $32.3 $37.2 $46.9 % Growth -- 64% 26% 29% 15% 31% 15% 26% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 19% 20% 23% % Margin by Segment: Digital Channels NM 43% 36% 33% 36% 38% 39% 42% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 17

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Management Adjusted Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $54.8 $67.2 $80.3 $95.9 IP Licensing 3.1 0.2 0.0 0.0 0.1 0.1 0.1 0.1 Wholesale Distribution 88.3 63.8 59.1 58.2 54.4 49.5 47.1 44.7 Total Revenue $99.0 $80.2 $86.3 $100.5 $109.3 $116.9 $127.5 $140.7 % Growth -- (19%) 8% 16% 9% 7% 9% 10% % Growth by Segment: Digital Channels 116% 67% 56% 29% 23% 19% 19% Wholesale Distribution (28%) (7%) (2%) (6%) (9%) (5%) (5%) Equity Income from ACL 39% 93% (10%) (8%) (0%) (0%) (0%) Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.8 $25.1 $29.3 $36.5 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 5.9 5.9 5.9 5.9 Wholesale Distribution 15.5 11.3 11.2 12.7 9.1 8.2 7.8 7.2 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (14.4) (16.0) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $23.5 $26.1 $28.3 $33.2 % Growth -- 64% 26% 29% 10% 11% 8% 18% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 17% 18% 19% % Margin by Segment: Digital Channels NM 43% 36% 33% 38% 37% 36% 38% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 18PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Management Adjusted Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $54.8 $67.2 $80.3 $95.9 IP Licensing 3.1 0.2 0.0 0.0 0.1 0.1 0.1 0.1 Wholesale Distribution 88.3 63.8 59.1 58.2 54.4 49.5 47.1 44.7 Total Revenue $99.0 $80.2 $86.3 $100.5 $109.3 $116.9 $127.5 $140.7 % Growth -- (19%) 8% 16% 9% 7% 9% 10% % Growth by Segment: Digital Channels 116% 67% 56% 29% 23% 19% 19% Wholesale Distribution (28%) (7%) (2%) (6%) (9%) (5%) (5%) Equity Income from ACL 39% 93% (10%) (8%) (0%) (0%) (0%) Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.8 $25.1 $29.3 $36.5 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 5.9 5.9 5.9 5.9 Wholesale Distribution 15.5 11.3 11.2 12.7 9.1 8.2 7.8 7.2 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (14.4) (16.0) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $23.5 $26.1 $28.3 $33.2 % Growth -- 64% 26% 29% 10% 11% 8% 18% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 17% 18% 19% % Margin by Segment: Digital Channels NM 43% 36% 33% 38% 37% 36% 38% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 18

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Methodologies and Analytical Approach ■ Conducted financial analysis of River using publicly available information and financial forecasts provided by River management ■ Assumed and relied, without independent verification, upon accuracy and completeness of all General financial information and data reviewed Approach ■ Considered results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis ■ Financial analyses performed include • Selected public companies analysis Financial • Selected precedent transactions analysis Analyses • Discounted cash flow analysis (Base Case and Adjusted Case) • Sum-of-the-parts analysis ■ 52-week trading range as of unaffected date of February 23, 2018 Additional Information CONFIDENTIAL 19PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Methodologies and Analytical Approach ■ Conducted financial analysis of River using publicly available information and financial forecasts provided by River management ■ Assumed and relied, without independent verification, upon accuracy and completeness of all General financial information and data reviewed Approach ■ Considered results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis ■ Financial analyses performed include • Selected public companies analysis Financial • Selected precedent transactions analysis Analyses • Discounted cash flow analysis (Base Case and Adjusted Case) • Sum-of-the-parts analysis ■ 52-week trading range as of unaffected date of February 23, 2018 Additional Information CONFIDENTIAL 19

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Preliminary Illustrative Valuation Summary Preliminary Illustrative Valuation Summary Key Assumptions May 2, 2018 Offer: $4.92 As of unaffected date: 52-Week Trading Range $2.12 $4.61 2/23/2018 2018E Adj. EBITDA: 8.5 - 11.5x $4.34 $5.83 $21.3mm WholeCo: Selected 2019E Adj. EBITDA: 8.0 - 10.0x $4.70 $5.85 Public $24.6mm Companies 2019E Adj. EBITDA: 8.0 - 10.0x $4.48 $5.59 $23.5mm Selected Fwd Adj. EBITDA: Precedent 10.0 - 13.0x $5.06 $6.54 $21.3mm Transactions (1) WACC: 15.0 - 19.0% Terminal EBITDA $5.27 $8.02 Multiples Approach Terminal EBITDA Mult: 8.5 - 12.0x DCF Analysis WACC: 14.0 - 18.0% Terminal EBITDA $4.06 $6.12 Multiples Approach Terminal EBITDA Mult: 8.5 - 12.0x Digital Channels: 4.0 - 6.0x Revenue 2018E Adj. EBITDA: $4.61 $6.32 $21.3mm ACL: 8.5 - 11.5x EBITDA Sum-of-the- Parts: Digital Channels: 3.0 - 5.0x Revenue 2019E Adj. EBITDA: Selected $4.77 $6.83 $24.6mm ACL: 8.0 - 10.0x EBITDA Public Companies (2) Wholesale: 6.0 - 7.0x EBITDA 2019E Adj. EBITDA: $4.31 $6.23 $23.5mm in 2018-2019E in both cases Price / Share: $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied 2018E Adj. EBITDA Mult: 2.9x 4.8x 6.8x 8.9x 11.0x 13.1x 15.1x 17.2x 19.3x 21.4x Source: Company management, Company filings, and CapIQ. 1. Fwd Adj. EBITDA represents 2018E Adj. EBITDA. Provided for reference only. 2. Corporate SG&A expenses valued at blended multiple of Digital Channels, IP Licensing, and Wholesale segments. CONFIDENTIAL 20 Base Case Adjusted CasePRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Preliminary Illustrative Valuation Summary Preliminary Illustrative Valuation Summary Key Assumptions May 2, 2018 Offer: $4.92 As of unaffected date: 52-Week Trading Range $2.12 $4.61 2/23/2018 2018E Adj. EBITDA: 8.5 - 11.5x $4.34 $5.83 $21.3mm WholeCo: Selected 2019E Adj. EBITDA: 8.0 - 10.0x $4.70 $5.85 Public $24.6mm Companies 2019E Adj. EBITDA: 8.0 - 10.0x $4.48 $5.59 $23.5mm Selected Fwd Adj. EBITDA: Precedent 10.0 - 13.0x $5.06 $6.54 $21.3mm Transactions (1) WACC: 15.0 - 19.0% Terminal EBITDA $5.27 $8.02 Multiples Approach Terminal EBITDA Mult: 8.5 - 12.0x DCF Analysis WACC: 14.0 - 18.0% Terminal EBITDA $4.06 $6.12 Multiples Approach Terminal EBITDA Mult: 8.5 - 12.0x Digital Channels: 4.0 - 6.0x Revenue 2018E Adj. EBITDA: $4.61 $6.32 $21.3mm ACL: 8.5 - 11.5x EBITDA Sum-of-the- Parts: Digital Channels: 3.0 - 5.0x Revenue 2019E Adj. EBITDA: Selected $4.77 $6.83 $24.6mm ACL: 8.0 - 10.0x EBITDA Public Companies (2) Wholesale: 6.0 - 7.0x EBITDA 2019E Adj. EBITDA: $4.31 $6.23 $23.5mm in 2018-2019E in both cases Price / Share: $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied 2018E Adj. EBITDA Mult: 2.9x 4.8x 6.8x 8.9x 11.0x 13.1x 15.1x 17.2x 19.3x 21.4x Source: Company management, Company filings, and CapIQ. 1. Fwd Adj. EBITDA represents 2018E Adj. EBITDA. Provided for reference only. 2. Corporate SG&A expenses valued at blended multiple of Digital Channels, IP Licensing, and Wholesale segments. CONFIDENTIAL 20 Base Case Adjusted Case

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Public Companies ($ in millions, except Share Equity Enterprise EV / EBITDA '17A - '19E Growth '18E EBITDA per share data) Price Value Value 2017A 2018E 2019E Revenue EBITDA Margin Traditional Media Disney $100.33 $152,374 $180,550 10.5 x 10.1 x 10.0 x 5% 3% 30% CBS 49.23 19,159 27,900 9.2 8.4 7.8 7% 8% 23% Discovery (1) 22.81 16,879 34,617 8.7 8.5 7.7 7% 6% 38% Viacom 30.82 12,478 22,111 7.4 7.3 7.0 1% 3% 23% ITV 2.09 8,442 9,788 8.3 8.3 8.2 3% 1% 27% AMC 52.00 3,322 6,102 6.7 6.5 6.6 3% 1% 33% Mean 8.5 x 8.2 x 7.9 x 4% 4% 29% Median 8.5 8.3 7.8 4% 3% 28% Independent Content Production & Distribution Lionsgate $24.89 $5,126 $7,124 12.4 x 11.9 x 10.8 x 2% 7% 15% Entertainment One 3.77 1,769 2,476 11.1 10.1 9.1 10% 11% 16% Eros 10.70 753 1,030 18.5 14.5 10.4 14% 33% 28% DHX Media 2.69 362 1,093 10.7 10.4 9.9 15% 4% 28% Mean 13.2 x 11.7 x 10.1 x 10% 14% 21% Median 11.7 11.2 10.2 12% 9% 22% Total Mean 10.4 x 9.6 x 8.8 x 7% 8% 26% Median 9.8 9.3 8.7 6% 5% 27% Max 18.5 14.5 10.8 15% 33% 38% Min 6.7 6.5 6.6 1% 1% 15% Source: Company filings and CapIQ as of April 30, 2018. 1. Pro forma for Discovery acquisitions of Scripps closed March 2018 for $15 bn. CONFIDENTIAL 21PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Public Companies ($ in millions, except Share Equity Enterprise EV / EBITDA '17A - '19E Growth '18E EBITDA per share data) Price Value Value 2017A 2018E 2019E Revenue EBITDA Margin Traditional Media Disney $100.33 $152,374 $180,550 10.5 x 10.1 x 10.0 x 5% 3% 30% CBS 49.23 19,159 27,900 9.2 8.4 7.8 7% 8% 23% Discovery (1) 22.81 16,879 34,617 8.7 8.5 7.7 7% 6% 38% Viacom 30.82 12,478 22,111 7.4 7.3 7.0 1% 3% 23% ITV 2.09 8,442 9,788 8.3 8.3 8.2 3% 1% 27% AMC 52.00 3,322 6,102 6.7 6.5 6.6 3% 1% 33% Mean 8.5 x 8.2 x 7.9 x 4% 4% 29% Median 8.5 8.3 7.8 4% 3% 28% Independent Content Production & Distribution Lionsgate $24.89 $5,126 $7,124 12.4 x 11.9 x 10.8 x 2% 7% 15% Entertainment One 3.77 1,769 2,476 11.1 10.1 9.1 10% 11% 16% Eros 10.70 753 1,030 18.5 14.5 10.4 14% 33% 28% DHX Media 2.69 362 1,093 10.7 10.4 9.9 15% 4% 28% Mean 13.2 x 11.7 x 10.1 x 10% 14% 21% Median 11.7 11.2 10.2 12% 9% 22% Total Mean 10.4 x 9.6 x 8.8 x 7% 8% 26% Median 9.8 9.3 8.7 6% 5% 27% Max 18.5 14.5 10.8 15% 33% 38% Min 6.7 6.5 6.6 1% 1% 15% Source: Company filings and CapIQ as of April 30, 2018. 1. Pro forma for Discovery acquisitions of Scripps closed March 2018 for $15 bn. CONFIDENTIAL 21

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Precedent Transactions Date Firm FV / Fwd Announced Target Acquiror Value ($B) EBITDA 12/14/17 21st Century Fox The Walt Disney Company $55.5 11.2 x 07/31/17 Scripps Networks Interactive Discovery 15.4 10.2 10/22/16 Time Warner AT&T 105.9 11.7 06/30/16 Starz Lionsgate 4.4 9.3 04/28/16 Dreamworks Animation Comcast 4.4 33.9 11/20/12 YES Network News Corp. 3.0 11.3 10/30/12 Lucasfilm The Walt Disney Company 4.1 22.0 04/02/12 Image Entertainment RLJ Acquisition 0.1 12.4 04/02/12 Acorn Media RLJ Acquisition 0.1 6.2 05/10/11 CORE Media Apollo Global Management 0.5 7.0 08/05/10 Shed Media Warner Bros. 0.2 6.5 12/03/09 NBCUniversal Comcast/GE JV 30.0 11.2 11/05/09 Travel Channel Scripps 1.0 11.5 08/31/09 Marvel Entertainment The Walt Disney Company 4.0 13.1 07/06/08 The Weather Channel NBC, Bain, Blackstone 3.5 11.2 Mean 12.6 x Median 11.2 Max 33.9 Min 6.2 Source: Company filings and CapIQ. CONFIDENTIAL 22PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Precedent Transactions Date Firm FV / Fwd Announced Target Acquiror Value ($B) EBITDA 12/14/17 21st Century Fox The Walt Disney Company $55.5 11.2 x 07/31/17 Scripps Networks Interactive Discovery 15.4 10.2 10/22/16 Time Warner AT&T 105.9 11.7 06/30/16 Starz Lionsgate 4.4 9.3 04/28/16 Dreamworks Animation Comcast 4.4 33.9 11/20/12 YES Network News Corp. 3.0 11.3 10/30/12 Lucasfilm The Walt Disney Company 4.1 22.0 04/02/12 Image Entertainment RLJ Acquisition 0.1 12.4 04/02/12 Acorn Media RLJ Acquisition 0.1 6.2 05/10/11 CORE Media Apollo Global Management 0.5 7.0 08/05/10 Shed Media Warner Bros. 0.2 6.5 12/03/09 NBCUniversal Comcast/GE JV 30.0 11.2 11/05/09 Travel Channel Scripps 1.0 11.5 08/31/09 Marvel Entertainment The Walt Disney Company 4.0 13.1 07/06/08 The Weather Channel NBC, Bain, Blackstone 3.5 11.2 Mean 12.6 x Median 11.2 Max 33.9 Min 6.2 Source: Company filings and CapIQ. CONFIDENTIAL 22

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY WholeCo Base Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.4 $25.2 $30.7 $40.4 $40.4 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.7 $19.4 $25.0 $34.6 $36.4 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.3) (5.0) (6.5) (9.0) (9.5) NOPAT $6.2 $9.4 $14.4 $18.5 $25.6 $26.9 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 6.2 7.1 6.5 6.5 6.5 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 50.0 Less: Investment in Content (54.6) (50.0) (50.0) (50.0) (50.0) (50.0) Less: Δ Working capital (0.2) 1.9 2.0 1.5 1.5 1.5 Unlevered Free Cash Flow ($3.1) $6.3 $16.6 $24.1 $34.4 $34.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 8.5x 10.3x 12.0x Rate 8.5x 10.3x 12.0x 15.0% $6.13 $7.07 $8.02 15.0% $280 $322 $364 17.0% 5.68 6.55 7.42 17.0% 260 299 338 19.0% 5.27 6.07 6.88 19.0% 242 278 314 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 23PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY WholeCo Base Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.4 $25.2 $30.7 $40.4 $40.4 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.7 $19.4 $25.0 $34.6 $36.4 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.3) (5.0) (6.5) (9.0) (9.5) NOPAT $6.2 $9.4 $14.4 $18.5 $25.6 $26.9 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 6.2 7.1 6.5 6.5 6.5 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 50.0 Less: Investment in Content (54.6) (50.0) (50.0) (50.0) (50.0) (50.0) Less: Δ Working capital (0.2) 1.9 2.0 1.5 1.5 1.5 Unlevered Free Cash Flow ($3.1) $6.3 $16.6 $24.1 $34.4 $34.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 8.5x 10.3x 12.0x Rate 8.5x 10.3x 12.0x 15.0% $6.13 $7.07 $8.02 15.0% $280 $322 $364 17.0% 5.68 6.55 7.42 17.0% 260 299 338 19.0% 5.27 6.07 6.88 19.0% 242 278 314 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 23

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY WholeCo Adjusted Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.1 $20.7 $22.9 $27.8 $27.8 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.3 $15.0 $17.1 $22.1 $23.8 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.2) (3.9) (4.4) (5.7) (6.2) NOPAT $6.2 $9.1 $11.1 $12.7 $16.3 $17.6 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 5.4 5.4 5.4 5.4 5.4 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 49.0 Less: Investment in Content (54.6) (48.5) (48.6) (48.8) (49.0) (49.0) Less: Δ Working capital (0.2) 2.4 2.5 2.0 1.9 1.9 Unlevered Free Cash Flow ($3.1) $7.4 $13.5 $18.9 $25.4 $24.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 8.5x 10.3x 12.0x Rate 8.5x 10.3x 12.0x 14.0% $4.72 $5.42 $6.12 14.0% $217 $249 $280 16.0% 4.36 5.01 5.65 16.0% 201 230 259 18.0% 4.06 4.65 5.25 18.0% 188 214 241 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 24PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY WholeCo Adjusted Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.1 $20.7 $22.9 $27.8 $27.8 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.3 $15.0 $17.1 $22.1 $23.8 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.2) (3.9) (4.4) (5.7) (6.2) NOPAT $6.2 $9.1 $11.1 $12.7 $16.3 $17.6 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 5.4 5.4 5.4 5.4 5.4 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 49.0 Less: Investment in Content (54.6) (48.5) (48.6) (48.8) (49.0) (49.0) Less: Δ Working capital (0.2) 2.4 2.5 2.0 1.9 1.9 Unlevered Free Cash Flow ($3.1) $7.4 $13.5 $18.9 $25.4 $24.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 8.5x 10.3x 12.0x Rate 8.5x 10.3x 12.0x 14.0% $4.72 $5.42 $6.12 14.0% $217 $249 $280 16.0% 4.36 5.01 5.65 16.0% 201 230 259 18.0% 4.06 4.65 5.25 18.0% 188 214 241 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 24

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Base Case Financials: Selected Public Companies Analysis: 2018E ($USD in Millions) 2018E 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $42.4 $14.0 Revenue 4.0x 6.0x $169 $254 0.0 (0.4) IP Licensing NA -- -- -- -- 58.2 12.7 76 89 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 6.9 EBITDA 8.5x 11.5x 59 79 -- (11.8) (111) (155) Corporate Expenses EBITDA 9.4x 13.1x Total $100.5 $21.3 9.4x 13.1x $193 $267 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $195 $271 Fully Diluted Shares Outstanding 42.3 42.9 Implied Equity Value / Share $4.61 $6.32 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 25PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Base Case Financials: Selected Public Companies Analysis: 2018E ($USD in Millions) 2018E 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $42.4 $14.0 Revenue 4.0x 6.0x $169 $254 0.0 (0.4) IP Licensing NA -- -- -- -- 58.2 12.7 76 89 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 6.9 EBITDA 8.5x 11.5x 59 79 -- (11.8) (111) (155) Corporate Expenses EBITDA 9.4x 13.1x Total $100.5 $21.3 9.4x 13.1x $193 $267 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $195 $271 Fully Diluted Shares Outstanding 42.3 42.9 Implied Equity Value / Share $4.61 $6.32 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 25

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Base Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E 2018E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $57.0 $20.4 Revenue 3.0x 5.0x $171 $285 0.8 (0.2) IP Licensing NA -- -- -- -- 57.4 9.6 57 67 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 6.7 EBITDA 8.0x 10.0x 63 78 -- (11.9) (91) (140) Corporate Expenses EBITDA 7.7x 11.8x Total $115.3 $24.6 7.7x 11.8x $200 $290 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $202 $294 Fully Diluted Shares Outstanding 42.4 43.1 Implied Equity Value / Share $4.77 $6.83 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 26PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Base Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E 2018E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $57.0 $20.4 Revenue 3.0x 5.0x $171 $285 0.8 (0.2) IP Licensing NA -- -- -- -- 57.4 9.6 57 67 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 6.7 EBITDA 8.0x 10.0x 63 78 -- (11.9) (91) (140) Corporate Expenses EBITDA 7.7x 11.8x Total $115.3 $24.6 7.7x 11.8x $200 $290 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $202 $294 Fully Diluted Shares Outstanding 42.4 43.1 Implied Equity Value / Share $4.77 $6.83 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 26

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Adjusted Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E 2018E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $54.8 $20.8 Revenue 3.0x 5.0x $164 $274 0.1 (0.4) IP Licensing NA -- -- -- -- 54.4 9.1 54 63 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 5.9 EBITDA 8.0x 10.0x 50 62 -- (11.9) (88) (136) Corporate Expenses EBITDA 7.4x 11.4x Total $109.3 $23.5 7.4x 11.4x $180 $264 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $182 $267 Fully Diluted Shares Outstanding 42.1 42.9 Implied Equity Value / Share $4.31 $6.23 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 27PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Adjusted Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E 2018E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $54.8 $20.8 Revenue 3.0x 5.0x $164 $274 0.1 (0.4) IP Licensing NA -- -- -- -- 54.4 9.1 54 63 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 5.9 EBITDA 8.0x 10.0x 50 62 -- (11.9) (88) (136) Corporate Expenses EBITDA 7.4x 11.4x Total $109.3 $23.5 7.4x 11.4x $180 $264 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $182 $267 Fully Diluted Shares Outstanding 42.1 42.9 Implied Equity Value / Share $4.31 $6.23 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 27

AppendixAppendix

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Public Comparable Companies (cont’d) ($ in millions, except Share Equity Enterprise EV / Revenue '17A - '19E Growth '18E EBITDA per share data) Price Value Value 2017A 2018E 2019E Revenue EBITDA Margin Subscription Streaming Netflix (1) $312.46 $140,947 $144,955 12.4 x 9.0 x 7.3 x 31% 72% 13% Spotify 161.67 31,025 28,105 5.7 4.5 3.5 28% NM NM Gaia 15.15 282 214 7.6 4.9 2.8 65% NM NM Mean 8.6 x 6.1 x 4.5 x 41% 72% 13% Median 7.6 4.9 3.5 31% 72% 13% Source: Company filings and CapIQ as of April 30, 2018. 1. Pro forma for issuance of $1.9bn of debt announced on April 26, 2018. CONFIDENTIAL 29PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Public Comparable Companies (cont’d) ($ in millions, except Share Equity Enterprise EV / Revenue '17A - '19E Growth '18E EBITDA per share data) Price Value Value 2017A 2018E 2019E Revenue EBITDA Margin Subscription Streaming Netflix (1) $312.46 $140,947 $144,955 12.4 x 9.0 x 7.3 x 31% 72% 13% Spotify 161.67 31,025 28,105 5.7 4.5 3.5 28% NM NM Gaia 15.15 282 214 7.6 4.9 2.8 65% NM NM Mean 8.6 x 6.1 x 4.5 x 41% 72% 13% Median 7.6 4.9 3.5 31% 72% 13% Source: Company filings and CapIQ as of April 30, 2018. 1. Pro forma for issuance of $1.9bn of debt announced on April 26, 2018. CONFIDENTIAL 29

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Acorn TV: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 5.7% 1.40 1.34 1 Netflix 2 Gaia (2) 4.3% 0.50 0.49 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 1.07 1.61 Debt / Capitalization (Market) 5.7% 5.7% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.8% 11.9% Size Premium (3) 5.4% 5.4% Cost of Equity 15.2% 20.4% Cost of Debt Cost of Debt (Pretax) (4) 5.9% 5.9% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 15.2% 20.4% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 5.7% 5.7% Weighted Average Cost of Capital 14.6% 17.0% 19.5% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 30PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Acorn TV: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 5.7% 1.40 1.34 1 Netflix 2 Gaia (2) 4.3% 0.50 0.49 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 1.07 1.61 Debt / Capitalization (Market) 5.7% 5.7% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.8% 11.9% Size Premium (3) 5.4% 5.4% Cost of Equity 15.2% 20.4% Cost of Debt Cost of Debt (Pretax) (4) 5.9% 5.9% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 15.2% 20.4% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 5.7% 5.7% Weighted Average Cost of Capital 14.6% 17.0% 19.5% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 30

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY UMC: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 5.7% 1.40 1.34 Netflix Gaia (2) 4.3% 0.50 0.49 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 1.07 1.61 Debt / Capitalization (Market) 5.7% 5.7% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.8% 11.9% Size Premium (3) 11.4% 11.4% Cost of Equity 21.3% 26.4% Cost of Debt Cost of Debt (Pretax) (4) 5.9% 5.9% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 21.3% 26.4% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 5.7% 5.7% Weighted Average Cost of Capital 20.3% 22.7% 25.1% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 31PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY UMC: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 5.7% 1.40 1.34 Netflix Gaia (2) 4.3% 0.50 0.49 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 1.07 1.61 Debt / Capitalization (Market) 5.7% 5.7% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.8% 11.9% Size Premium (3) 11.4% 11.4% Cost of Equity 21.3% 26.4% Cost of Debt Cost of Debt (Pretax) (4) 5.9% 5.9% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 21.3% 26.4% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 5.7% 5.7% Weighted Average Cost of Capital 20.3% 22.7% 25.1% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 31

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Wholesale + IP Licensing: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Traditional Media U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 14.6% 0.96 0.85 1 Disney 2 CBS 34.9% 0.86 0.61 Equity Market Risk Premium (1) 6.0% 7.1% 60.4% 1.24 0.58 3 Discovery Asset Beta (2) 0.52 0.78 45.0% 0.96 0.60 4 Viacom Debt / Capitalization (Market) 33.4% 33.4% 15.3% 0.81 0.71 5 ITV Effective Marginal Tax Rate 26.0% 26.0% 48.9% 0.70 0.41 6 AMC Adjusted Equity Market Risk Premium 4.3% 7.5% Independent Content Production & Distribution 32.0% 1.37 1.02 7 Lionsgate Size Premium (3) 5.4% 5.4% 8 Entertainment One 29.7% 0.89 0.68 Cost of Equity 12.8% 16.0% 29.5% 1.04 0.80 9 Eros 65.7% 0.36 0.15 10 DHX Media Cost of Debt Cost of Debt (Pretax) (4) 6.3% 6.3% Median 33.4% 0.65 Effective Marginal Tax Rate 26.0% 26.0% Average 37.6% 0.64 Cost of Debt (After tax) 4.7% 4.7% WACC Cost of Equity 12.8% 16.0% Cost of Debt (After Tax) 4.7% 4.7% Debt / Capitalization (Market) 33.4% 33.4% Weighted Average Cost of Capital 10.1% 11.1% 12.2% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on median of two-year betas per Bloomberg of comparable companies +/- 20%. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on median yield to worst of selected Independent Content Production & Distribution companies. CONFIDENTIAL 32PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Wholesale + IP Licensing: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Traditional Media U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 14.6% 0.96 0.85 1 Disney 2 CBS 34.9% 0.86 0.61 Equity Market Risk Premium (1) 6.0% 7.1% 60.4% 1.24 0.58 3 Discovery Asset Beta (2) 0.52 0.78 45.0% 0.96 0.60 4 Viacom Debt / Capitalization (Market) 33.4% 33.4% 15.3% 0.81 0.71 5 ITV Effective Marginal Tax Rate 26.0% 26.0% 48.9% 0.70 0.41 6 AMC Adjusted Equity Market Risk Premium 4.3% 7.5% Independent Content Production & Distribution 32.0% 1.37 1.02 7 Lionsgate Size Premium (3) 5.4% 5.4% 8 Entertainment One 29.7% 0.89 0.68 Cost of Equity 12.8% 16.0% 29.5% 1.04 0.80 9 Eros 65.7% 0.36 0.15 10 DHX Media Cost of Debt Cost of Debt (Pretax) (4) 6.3% 6.3% Median 33.4% 0.65 Effective Marginal Tax Rate 26.0% 26.0% Average 37.6% 0.64 Cost of Debt (After tax) 4.7% 4.7% WACC Cost of Equity 12.8% 16.0% Cost of Debt (After Tax) 4.7% 4.7% Debt / Capitalization (Market) 33.4% 33.4% Weighted Average Cost of Capital 10.1% 11.1% 12.2% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on median of two-year betas per Bloomberg of comparable companies +/- 20%. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on median yield to worst of selected Independent Content Production & Distribution companies. CONFIDENTIAL 32

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Blended WACC Calculation Detail 2022 Adj. EBITDA (Pre Corp. Exp.) WACC ($USD in millions) $ % Low Mid High Base Case Acorn TV $31.7 48% 14.6% 17.0% 19.5% UMC 18.1 28% 20.3% 22.7% 25.1% Wholesale + IP 15.8 24% 10.1% 11.1% 12.2% Total (Pre Corp. Exp.) $65.6 100% 15.1% 17.2% 19.3% Adjusted Case Acorn TV $30.6 62% 14.6% 17.0% 19.5% UMC 5.8 12% 20.3% 22.7% 25.1% Wholesale + IP 12.8 26% 10.1% 11.1% 12.2% Total (Pre Corp. Exp.) $49.2 100% 14.1% 16.2% 18.3% Source: Company management, Bloomberg, CapIQ, Duff & Phelps, and Company filings. Note: Terminal Adj. EBITDA being utilized as a proxy for estimated value contribution for each segment. CONFIDENTIAL 33PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Blended WACC Calculation Detail 2022 Adj. EBITDA (Pre Corp. Exp.) WACC ($USD in millions) $ % Low Mid High Base Case Acorn TV $31.7 48% 14.6% 17.0% 19.5% UMC 18.1 28% 20.3% 22.7% 25.1% Wholesale + IP 15.8 24% 10.1% 11.1% 12.2% Total (Pre Corp. Exp.) $65.6 100% 15.1% 17.2% 19.3% Adjusted Case Acorn TV $30.6 62% 14.6% 17.0% 19.5% UMC 5.8 12% 20.3% 22.7% 25.1% Wholesale + IP 12.8 26% 10.1% 11.1% 12.2% Total (Pre Corp. Exp.) $49.2 100% 14.1% 16.2% 18.3% Source: Company management, Bloomberg, CapIQ, Duff & Phelps, and Company filings. Note: Terminal Adj. EBITDA being utilized as a proxy for estimated value contribution for each segment. CONFIDENTIAL 33

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Base Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.4 $25.2 $30.7 $40.4 Beginning NOL Balance $55.4 $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.2 $36.4 $15.1 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.4) (25.2) (30.7) (15.1) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.8 $6.5 $8.0 $3.9 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 15.0% WACC: $0.50 @ 17.0% WACC: 0.47 @ 19.0% WACC: 0.45 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. CONFIDENTIAL 34PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Base Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.4 $25.2 $30.7 $40.4 Beginning NOL Balance $55.4 $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.2 $36.4 $15.1 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.4) (25.2) (30.7) (15.1) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.8 $6.5 $8.0 $3.9 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 15.0% WACC: $0.50 @ 17.0% WACC: 0.47 @ 19.0% WACC: 0.45 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. CONFIDENTIAL 34

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Adjusted Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.1 $20.7 $22.9 $27.8 Beginning NOL Balance $55.4 $51.8 $43.1 $31.8 $18.3 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.5 $41.2 $27.8 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.1) (20.7) (22.9) (27.8) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $43.1 $31.8 $18.3 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.7 $5.4 $5.9 $7.2 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 14.0% WACC: $0.49 @ 16.0% WACC: 0.45 @ 18.0% WACC: 0.44 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. CONFIDENTIAL 35PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Adjusted Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.1 $20.7 $22.9 $27.8 Beginning NOL Balance $55.4 $51.8 $43.1 $31.8 $18.3 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.5 $41.2 $27.8 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.1) (20.7) (22.9) (27.8) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $43.1 $31.8 $18.3 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.7 $5.4 $5.9 $7.2 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 14.0% WACC: $0.49 @ 16.0% WACC: 0.45 @ 18.0% WACC: 0.44 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. CONFIDENTIAL 35

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Capitalization Detail ($USD and shares in millions, except per share value) Principal Interest Maturity Tranche A Loan $23.0 7.0% Beg. 6/31/20 Debt (1) Tranche B Loan 55.0 6.0% Beg. 10/13/21 Total Senior-Term Notes $78.0 6.3% Weighted Shares Avg. Price Expiration AMC Unregistered Warrants First 3.3 $3.00 10/14/21 Second 10.0 3.00 10/14/22 Third 5.0 3.00 10/14/23 Total AMC Unregistered Warrants 18.3 $3.00 Warrants (2) 2015 Unregistered Warrants 3.0 $2.29 05/20/20 2012 Registered Warrants 5.1 36.00 -- 2012 Sponsor Warrants 1.3 36.00 -- 2012 Unregistered Warrants 0.6 36.00 -- Total Warrants 28.3 Value as of Convertible Preferred # (in 000s) 4/3/2018 (3) Dilution Stock Convertible Preferred Stock 15.2 $17.6 5.9 Source: Company management. 1. Interest must be settled with common stock. Principal payable with common stock. 2. Includes provision that does not dilute AMC to below 50.1% ownership on a fully diluted basis. 3. Based on conversion price of $1,000 per preferred stock plus unpaid dividends as of April 3, 2018. CONFIDENTIAL 36PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Capitalization Detail ($USD and shares in millions, except per share value) Principal Interest Maturity Tranche A Loan $23.0 7.0% Beg. 6/31/20 Debt (1) Tranche B Loan 55.0 6.0% Beg. 10/13/21 Total Senior-Term Notes $78.0 6.3% Weighted Shares Avg. Price Expiration AMC Unregistered Warrants First 3.3 $3.00 10/14/21 Second 10.0 3.00 10/14/22 Third 5.0 3.00 10/14/23 Total AMC Unregistered Warrants 18.3 $3.00 Warrants (2) 2015 Unregistered Warrants 3.0 $2.29 05/20/20 2012 Registered Warrants 5.1 36.00 -- 2012 Sponsor Warrants 1.3 36.00 -- 2012 Unregistered Warrants 0.6 36.00 -- Total Warrants 28.3 Value as of Convertible Preferred # (in 000s) 4/3/2018 (3) Dilution Stock Convertible Preferred Stock 15.2 $17.6 5.9 Source: Company management. 1. Interest must be settled with common stock. Principal payable with common stock. 2. Includes provision that does not dilute AMC to below 50.1% ownership on a fully diluted basis. 3. Based on conversion price of $1,000 per preferred stock plus unpaid dividends as of April 3, 2018. CONFIDENTIAL 36