AMENDMENT NO. 1
TO
AMENDED AND RESTATED RIGHTS AGREEMENT
OF
HOLLYWOOD MEDIA CORP.
Amendment No. 1 dated as of December 9, 2002 ("Amendment"), to
Amended and Restated Rights Agreement, dated as of August 23, 1996 (the "Rights
Agreement"), by and between Hollywood Media Corp., a Florida corporation (f/k/a
Big Entertainment, Inc.) (the "Company"), and American Stock Transfer & Trust
Company (the "Rights Agent").
W I T N E S S E T H:
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WHEREAS, the Company and the Rights Agent entered into a
Rights Agreement, dated as of August 23, 1996, which agreement was subsequently
amended and restated in October 1999 and is referred to herein as the "Rights
Agreement"; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the
Board of Directors of the Company has authorized this Amendment, which amends
and restates the definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:
Section 1. Amendment.
Section 1(a) of the Rights Agreement is hereby amended and
restated to read in its entirety as follows (it being acknowledged and agreed
that the only change to Section 1(a) below is contained in the language of
clauses (x) and (y) thereof):
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as such term is
hereinafter defined) and Associates (as such term is hereinafter defined) of
such Person, shall be the Beneficial Owner (as such term is hereinafter defined)
of 15% or more of the Voting Stock (as such term is hereinafter defined) of the
Company then outstanding; provided, that, an Acquiring Person shall not include
(i) an Exempt Person (as such term is hereinafter defined) or (ii) any Person
who or which, together with all Affiliates and Associates of such Person, would
be an Acquiring Person solely by reason of (A) being the Beneficial Owner of
shares of Voting Stock of the Company, the Beneficial Ownership of which was
acquired by such Person (together with all Affiliates and Associates of such
Person) pursuant to any action or transaction or series of related actions or
transactions approved by the Board of Directors before such Person (together
with all Affiliates and Associates of such Person) otherwise became an Acquiring
Person or (B) a reduction in the number of issued and outstanding shares of
Voting Stock of the Company pursuant to a transaction or a series of related
transactions approved by the Board of Directors of the Company; provided,
further, that in the event such Person described in this clause (ii) does not
become an Acquiring Person by reason of subclause (A) or (B) of this clause
(ii), such Person nonetheless shall become an Acquiring Person in the event such
Person (together with all Affiliates and Associates of such Person) thereafter
acquires Beneficial Ownership of an additional (x) 1% of the Voting Stock of the
Company, in the case of subclause (A), or (y) 5% of the Voting Stock of the
Company, in the case of subclause (B), unless the acquisition of such additional
Voting Stock would not result in such Person becoming an Acquiring Person by
reason of subclause (A) or (B) of this clause (ii). Notwithstanding the
foregoing, if the Board of Directors of the Company determines in good faith
that a Person who would otherwise be an "Acquiring Person" as defined pursuant
to the foregoing provisions of this paragraph (a) has become such inadvertently,
and such Person divests as promptly as practicable (as determined in good faith
by the Board of Directors) a sufficient number of shares of Common Stock so that
such Person would no longer be an "Acquiring Person" as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person shall not be deemed
an "Acquiring Person" for any purposes of this Agreement."
Section 2. Florida Contract. This Amendment shall be deemed to
be a contract made under the laws of the State of Florida and for all purposes
shall be governed by and construed and enforced in accordance with the laws of
such state applicable to contracts to be made and performed entirely within such
state.
Section 3. Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section 4. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
Section 5. Officer's Certification. The undersigned officer of
the Company hereby certifies to the Rights Agent by execution hereof that this
Amendment is in compliance with the terms of Section 26 of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 To Amended And Restated Rights Agreement Of Hollywood Media
Corp. to be duly executed, all as of the day and year first above written.
HOLLYWOOD MEDIA CORP.
By: /s/ Laurie S. Silvers
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Name: Laurie S. Silvers
Title: President
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President