0001144204-12-070298 Sample Contracts

SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination and Intercreditor Agreement • December 31st, 2012 • Hollywood Media Corp • Retail-retail stores, nec • New York

This Subordination and Intercreditor Agreement dated as of December 31, 2012 (this “Agreement”), among (i) TERIDO LLP as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Senior Agent”) for the Senior Creditors (as defined below), (ii) HOLLYWOOD MEDIA CORP., as the subordinated lender (the “Subordinated Lender”) under the Existing Subordinated Agreement referred to herein, and (iii) KEY BRAND ENTERTAINMENT INC., a Delaware corporation (the “Borrower”).

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AMENDMENT NO. 2 TO SECOND LIEN CREDIT, SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • December 31st, 2012 • Hollywood Media Corp • Retail-retail stores, nec • New York

AMENDMENT NO. 2 TO SECOND LIEN CREDIT, SECURITY AND PLEDGE AGREEMENT, dated as of December 31, 2012 (this “Amendment”), is by and among KEY BRAND ENTERTAINMENT INC. a Delaware corporation (the “Borrower”), THEATRE DIRECT NY, INC., a Delaware corporation (the “Company”) and HOLLYWOOD MEDIA CORP., a Florida corporation (the “Lender”).

AMENDMENT TO THE WARRANT TO PURCHASE SHARES OF COMMON STOCK OF THEATRE DIRECT NY, INC.
Hollywood Media Corp • December 31st, 2012 • Retail-retail stores, nec • New York

This Amendment to the Warrant, dated as of December 31, 2012 (this “Amendment”) is executed by Theatre Direct NY, Inc., a Delaware corporation, and Hollywood Media Corp., a Florida corporation.

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