AGREEMENTAgreement • January 14th, 2011 • Hollywood Media Corp • Retail-retail stores, nec • Florida
This Agreement (this “Agreement”) is entered into as of October 7, 2010, by and among Baker Street Capital L.P., a Delaware limited partnership (“BSC LP”), Baker Street Capital Management, LLC, a California limited liability company and the general partner of BSC LP (“Baker Street Capital Management”), and Vadim Perelman, an individual and the managing member of Baker Street Capital Management (“Perelman”, together with BSC LP, Baker Street Capital Management and any other persons or entities with which any of them may constitute a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all their respective Affiliates and Associates are hereinafter referred to as the “Baker Street Group”), and Hollywood Media Corp., a Florida corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement (as defined below).
AMENDMENT NO. 3 TO AMENDED AND RESTATED RIGHTS AGREEMENT OF HOLLYWOOD MEDIA CORP.Rights Agreement • January 14th, 2011 • Hollywood Media Corp • Retail-retail stores, nec • Florida
This Amendment No. 3 (this “Amendment”), dated as of January 13, 2011, to the Amended and Restated Rights Agreement, dated as of August 23, 1996, as amended by Amendment No. 1, dated as of December 9, 2002, and Amendment No. 2, dated as of September 1, 2006 (the “Amended and Restated Rights Agreement”), is made by and between Hollywood Media Corp., a Florida corporation formerly known as Big Entertainment, Inc. (the “Company”), and American Stock Transfer & Trust Company, a corporation organized under the laws of the State of New York (the “Rights Agent”).
