X0206 3 2016-10-14 0 0001546381 RLJ ENTERTAINMENT, INC. RLJE 0001514991 AMC Networks Inc. 11 PENN PLAZA NEW YORK NY 10001 0 0 1 0 Common Stock Warrant (Right to Buy) 3.00 2016-10-14 2021-10-14 Common Stock 5000000 I By Subsidiary Common Stock Warrant (Right to Buy) 3.00 2016-10-14 2022-10-14 Common Stock 10000000 I By Subsidiary Common Stock Warrant (Right to Buy) 3.00 2016-10-14 2023-10-14 Common Stock 5000000 I By Subsidiary AMC Networks Inc. ("AMC") may be deemed to beneficially own the warrants (the "Warrants") to purchase from RLJ Entertainment, Inc. ("RLJE") shares of common stock, par value $0.001 per share, of RLJE ("Common Stock"), and all shares of Common Stock that are issuable upon exercise of the Warrants ("Warrant Shares"), indirectly through its wholly-owned subsidiaries. The Warrants are held directly by Digital Entertainment Holdings LLC ("DEH"), an indirect wholly-owned subsidiary of AMC. DEH is a direct wholly-owned subsidiary of IFC Entertainment Holdings LLC. IFC Entertainment Holdings LLC is a direct wholly-owned subsidiary of Rainbow Programming Holdings LLC. Rainbow Programming Holdings LLC is a direct wholly-owned subsidiary of Rainbow Media Enterprises, Inc. Rainbow Media Enterprises, Inc. is a direct wholly-owned subsidiary of Rainbow Media Holdings, LLC. Rainbow Media Holdings, LLC is a direct wholly-owned subsidiary of AMC. The number of Warrant Shares is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the Warrant. The exercise price per Warrant Share is subject to adjustment from time to time in order to prevent dilution of the purchase rights granted under the Warrant. The Warrant expiring on October 14, 2023 provides that the number of Warrant Shares subject to the Warrant shall be increased to the extent necessary to ensure that upon the full exercise of the Warrant, DEH will hold at least 50.1% of the outstanding equity securities of RLJE on a fully diluted basis (less the number of shares previously issued to DEH (i) upon the exercise of the Warrants expiring on October 14, 2021 and October 14, 2022 and (ii) as interest payments pursuant to a Credit Agreement, dated October 14, 2016, between DEH and RLJE (the "Credit Agreement"). /s/ Anne Kelly, Senior Vice President, Corporate & Securities and Secretary of AMC Networks Inc. 2016-10-18