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Item 9A. Controls and Procedures

2013-04-01 compared with 2012-04-16 · 1090 added, 104 removed, 259 unchanged (82% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and

An evaluation was performed

under the supervision and with the participation of Hollywood Media’s management, including the Chief Executive Officer and

the Chief Financial Officer, on the effectiveness of Hollywood Media’s disclosure controls and procedures (as defined in

Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K.

on that evaluation and the material weakness described below, Hollywood Media’s management, including the Chief Executive

Officer and Chief Financial Officer, have concluded that Hollywood Media’s disclosure controls and procedures were not effective,

as of December 31, 2011, to ensure that information required to be disclosed by the Company in reports the Company files or

submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the

rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to Hollywood Media’s

management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required

Changes in Internal Control Over Financial

In the Company’s

current year assessment of internal control over financial reporting as of December 31, 2011, management concluded that certain

deficiencies in Hollywood Media’s Ad Sales and Intellectual Properties divisions constituted material weaknesses in Hollywood

Media’s internal control over financial reporting.

There have not been any changes in the Company’s internal

control over financial reporting during the year ended December 31, 2011 that have materially affected, or are reasonably

likely to materially affect, the Company’s internal control over financial reporting.

under the supervision and with the participation of Hollywood Media’s management, including Hollywood Media’s Chief

Executive Officer (principal executive officer) and Hollywood Media’s Chief Financial Officer and Chief Accounting Officer

(principal financial and accounting officer), on the effectiveness of Hollywood Media’s disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))

as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, Hollywood Media’s management,

including Hollywood Media’s Chief Executive Officer (principal executive officer) and Hollywood Media’s Chief Financial

Officer and Chief Accounting Officer (principal financial and accounting officer), have concluded that Hollywood Media’s

disclosure controls and procedures were effective as of December 31, 2012 to ensure that information required to be disclosed

by Hollywood Media in reports Hollywood Media files or submits under the Exchange Act is (i) recorded, processed, summarized

and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated

and communicated to Hollywood Media’s management, including Hollywood Media’s Chief Executive Officer (principal executive

officer) and Hollywood Media’s Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer),

to allow timely decisions regarding required disclosure.

Management’s Report on Internal

Control Over Financial Reporting

The Company is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)

Hollywood Media’s

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act).

Under the supervision and with the participation of management, including our Chief Executive

Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial

reporting based on the framework in Internal Control –

Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

All internal control

systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide

only reasonable assurance with respect to financial statement preparation and presentation.

A material weakness

in internal control over financial reporting is a control deficiency (within the meaning of the Public Company Accounting Oversight

Board (“PCAOB”) Auditing Standard No.

5), or a combination of control deficiencies, such that there is a reasonable

possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected.

result of the Company’s assessment, management has determined that the following deficiencies in the Company’s CinemasOnline

and Intellectual Properties businesses constitute material weaknesses in the Company’s internal control over financial reporting

as of December 31, 2011:

Identified insufficient

internal controls over the advertising sales process within its U.K.

based CinemasOnline business, including inadequate systems

to allow for processing of advertising sales and deferred advertising sales;

and deferred tax assets and insufficient internal

controls over its disbursements of funds and recording of related assets and expenses.

Identified insufficient

internal controls over the book development and book licensing process within its Intellectual Properties Division, including inadequate

Internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Hollywood Media’s

assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that Hollywood Media’s receipts and expenditures are being

made only in accordance with authorizations of Hollywood Media’s management and directors, and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Hollywood Media’s assets

that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have

inherent limitations.

Therefore, even those internal control systems determined to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

Hollywood Media’s

management, including Hollywood Media’s Chief Executive Officer (principal executive officer) and Hollywood Media’s

Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer), conducted an evaluation of the

effectiveness of Hollywood Media’s internal control over financial reporting based on the framework set forth in Internal

Control –

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this

evaluation, Hollywood Media’s management, including Hollywood Media’s Chief Executive Officer (principal executive

officer) and Hollywood Media’s Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer),

concluded that Hollywood Media’s internal control over financial reporting was effective as of December 31, 2012.

Changes in Internal Control Over Financial

As previously reported

in Hollywood Media’s Annual Report on Form 10-K for the year ended December 31, 2011, as amended, Hollywood Media’s

management assessed the effectiveness of Hollywood Media’s internal control over financial reporting as of December 31, 2011

and concluded the following deficiencies in Hollywood Media’s CinemasOnline and Intellectual Properties businesses constituted

material weaknesses in Hollywood Media’s internal control over financial reporting as of December 31, 2011:

Insufficient internal

controls over the advertising sales process within its U.K.

based CinemasOnline business, including inadequate systems to allow

for processing of advertising sales and deferred advertising sales;

and deferred tax assets and insufficient internal controls

over its disbursements of funds and recording of related assets and expenses in the CinemasOnline business.

Insufficient internal

controls over the book development and book licensing process within its Intellectual Properties Division, including inadequate

systems to allow for processing of book development and book licensing revenue and deferred revenue;

and insufficient internal

controls over its disbursements of funds and recording of related assets and expenses.

Based on our evaluation

under the framework set forth by COSO in Internal Control —

Integrated Framework, our management concluded that our internal

control over financial reporting was not effective as of December 31, 2011.

Management’s Plan to Address Material

As a result of the

downsizing of Hollywood Media following the Sale of Hollywood Media’s Broadway Ticketing Division, Hollywood Media and Scott

Gomez, the former Chief Accounting Officer of Hollywood Media, mutually agreed not to renew the employment agreement of Mr.

Gomez’s employment with Hollywood Media terminated effective June 15, 2011.

Effective as of June 15, 2011, Hollywood

Media appointed Tammy Hedge, a certified public accountant, as Hollywood Media’s Chief Financial Officer and Chief Accounting

Hedge is responsible for all corporate finance, treasury and accounting functions for Hollywood Media and its subsidiaries.

The change in the Company’s

Chief Accounting Officer has delayed efforts to remediate the material weaknesses described above.

However, the Company’s

management is firmly committed to addressing such material weaknesses.

Accordingly, the following are the actions that the Company’s

management has taken and will continue to take in order to remediate the material weaknesses described above:

Remedial actions are

under development to strengthen the internal controls over the advertising sales revenue and deferred revenue to compensate for

the system limitations affecting these processes.

Management is designing additional internal controls over the disbursement process

to strengthen the internal control framework in the Ad Sales Division.

The actions include establishing manual processes to reconcile

commission payments with signed advertising contracts and creating a workflow system for contract processing.

Remedial actions are

under development to strengthen the internal controls over the book development and book licensing revenue and deferred revenue

to compensate for the system limitations affecting these processes.

Management is designing additional internal controls over the

disbursement process to strengthen the internal control framework in the Intellectual Properties Division.

The actions include

establishing an automation procedure to link publishing schedules with contracts, which is planned to enable a more timely reconciliation

of the revenue and collections processes.

controls over its disbursements of funds and recording of related assets and expenses in the Intellectual Properties Division.

On May 1, 2012, Hollywood

Media sold its U.K.

based CinemasOnline business (see Note 5 “Discontinued Operations”

in the Notes to the Consolidated

Financial Statements included in Part II, Item 8, of this Annual Report on Form 10-K).

During the quarter

ended December 31, 2012, Hollywood Media changed its internal control over financial reporting to eliminate the material weaknesses

described above and improve (i) the systems for the processing of book development and book licensing revenue and deferred

revenue in Hollywood Media’s Intellectual Properties Division and (ii) internal controls over disbursements of funds

and recording of related assets and expenses in Hollywood Media’s Intellectual Properties Division.

Except as set forth

above, there have not been any changes in Hollywood Media’s internal control over financial reporting during the year ended

December 31, 2012 that have materially affected, or are reasonably likely to materially affect, Hollywood Media’s internal

control over financial reporting.

OTHER INFORMATION .

1 unchanged sentence

and Corporate Governance.

Except for the information

regarding our Code of Ethics, which is set forth below, the information required by this Item 10 is incorporated herein by reference

to our Proxy Statement for our 2012 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A under the

Exchange Act.

Directors and Executive Officers

The size of Hollywood

Media’s Board of Directors is currently set at five, and there are currently five incumbent directors serving on the Board.

Hollywood Media’s executive officers are elected by the Board of Directors and serve at the discretion of the Board, subject

to the terms and conditions of each officer’s employment agreement with Hollywood Media (if any).

The following table sets

forth certain information concerning each of the incumbent directors and executive officers of Hollywood Media as of the date of

this Form 10-K.

Mitchell Rubenstein

Chairman of the Board and Chief Executive Officer

Vice Chairman of the Board, President and Secretary

Chief Financial Officer and Chief Accounting Officer

The following paragraphs

provide biographies of each of the incumbent directors and executive officers of Hollywood Media and, for each incumbent director

of Hollywood Media, the experiences, qualifications or skills that caused the Nominating Committee and the Board to determine that

the person should serve as our director are set forth in the last sentence of each incumbent director’s biography.

Mitchell Rubenstein

is a founder of Hollywood Media and has served as its Chairman of the Board and Chief Executive Officer since its inception in

January 1993.

Rubenstein was a founder of the Sci-Fi Channel, a cable television network that was acquired from Mr.

and Laurie Silvers by USA Network in March 1992.

Rubenstein served as President of the Sci-Fi Channel from January 1989 to

March 1992 and served as Co-Vice Chairman of the Sci-Fi Channel from March 1992 to March 1994.

Prior to founding the Sci-Fi Channel,

Rubenstein practiced law for 10 years.

Rubenstein received a J.D.

degree from the University of Virginia School of Law

in 1977 and a Masters in Tax Law (LL.M.) from New York University School of Law in 1979.

He is a past Chair of the Board of Advisors

of Jewish Life at Duke University, which includes the Freeman Center for Jewish Life at Duke and the Rubenstein-Silvers Hillel

Rubenstein is the volunteer Chairman of Morse Geriatric Center in West Palm Beach, Florida a non-profit which is one

of the nation’s leading senior living facilities.

Together with Ms.

Rubenstein was named Co-Business Person

of the Year, City of Boca Raton, Florida in 1992.

Rubenstein is married to Laurie S.

Rubenstein’s

long standing service as the Chairman of the Board and Chief Executive Officer of Hollywood Media, as well as the fact that Mr.

Rubenstein is a founder of Hollywood Media, gives Mr.

Rubenstein extensive knowledge of Hollywood Media and its operations and

makes him a valuable member of our Board.

Silvers is a founder of Hollywood Media and has served as its Vice-Chairman, President and Secretary since its

inception in January 1993.

Silvers was a founder of the Sci-Fi Channel, of which she served as Chief Executive Officer

from January 1989 to March 1992 and Co-Vice Chairman from March 1992 to March 1994.

Prior to founding the Sci-Fi

Silvers practiced law for 10 years.

Silvers received a J.D.

degree from University of Miami School of Law in

Silvers serves on the Board of Trustees of the University of Miami (and is a member of its Executive Committee and

Chair of both its Academic Affairs Committee and Conflict of Interest Committee), the Board of Directors of the Economic

Council of Palm Beach County, Florida (of which she is a past Chair), is a Vice-Chair of the Board of Trustees of the Kravis

Center of the Performing Arts in West Palm Beach, Florida, is a Vice Chair (and incoming Chair) of the Board of Directors of

the Community Television Foundation of South Florida (WPBT Channel 2, the PBS Station in Miami, Florida), and is a member of

the Board of the Jewish Federation of Palm Beach County, Florida.

She is also a mentor for at-risk teenage girls with

the Women of Tomorrow organization, and a member of its board, and is the 2013 Empowerment Mentor Honoree of Women of

Silvers’

long standing service as the Vice-Chairman, President and Secretary of Hollywood Media, as

well as the fact that Ms.

Silvers is a founder of Hollywood Media, gives Ms.

Silvers extensive knowledge of Hollywood Media

and its operations and makes her a valuable member of our Board.

has served as a director of Hollywood Media since July 1993.

From 1979 until his retirement in 1991, Mr.

Hoffman served as President

and Chief Executive Officer of Waldenbooks, Inc., then a leading national retailer of books, magazines and related items.

1968 to 1978, he served as President and Chief Executive Officer of Ingram Book Company, a national book wholesaler.

serves as the Chairman of Hollywood Media’s Compensation Committee, and also serves on Hollywood Media’s Audit Committee,

Stock Option Committee, and Nominating Committee.

Hoffman’s long standing service as a director of Hollywood

Media, as well as the fact that Mr.

Hoffman has extensive experience serving as chief executive officer of a national book retailer,

makes him a valuable member of our Board in light of our Tekno Books division.

has served as a director of Hollywood Media since December 2007.

Epstein, an attorney, founded the Epstein and Frisch

law firm in Indianapolis, Indiana in 1972, which became an association of lawyers practicing as Epstein, Cohen, Donahoe & Mendes

Epstein specializes in a variety of areas of law, including media law and mergers and acquisitions.

Prior to beginning

his private law practice, Mr.

Epstein worked in the legal department of Melvin Simon & Associates.

He received a J.D.

from Indiana University School of Law in 1970 and a B.A.

degree from Franklin College of Indiana in 1967.

Epstein currently

serves as a board member of the Community Music School in Sarasota, Florida, and has served as a local board member of the United

States Selective Service System for over 20 years.

Epstein serves on Hollywood Media’s Audit Committee, Compensation

Committee and Nominating Committee.

Epstein’s legal experience, including his experience in media law and

mergers and acquisitions, makes him a valuable member of our Board.

has served as a director of Hollywood Media since December 2009.

Since March 2005, Mr.

Gans has served as Managing Member of Gans

Family Investments LLLP, an investment firm focused on the technology, media and telecommunications industries.

Gans also served on the Board of Directors of City National Bancshares, the holding company of City National Bank of Florida, from

January 2000 until November 2008.

Gans received a B.A.

in Business and a Masters in Accounting from The University

of Texas at Austin in 1994.

Gans serves on Hollywood Media’s Audit Committee and Stock Option Committee.

experience as a managing member of an investment firm that focuses on the technology, media and telecommunications

industries, as well as Mr.

experience as a director of City National Bancshares, makes him a valuable member of our

Effective as of June 15, 2011, Hollywood Media appointed Tammy Hedge, a certified public accountant, as Hollywood Media’s

Chief Financial Officer and Chief Accounting Officer.

Hedge is responsible for all corporate finance, treasury and accounting

functions for Hollywood Media and its subsidiaries.

Since September 2006, Ms.

Hedge has been the Chief Financial Officer of a privately

held cable TV operator.

From July 2004 to July 2006, Ms.

Hedge was Vice President, Chief Accounting Officer and Controller of Ion

Media Networks Inc.

(formerly called Pax TV), which owns a broadcast television station group and the i network, and was publicly

traded during Ms.

Hedge’s employment.

From August 1999 to June 2004, Ms.

Hedge was the Financial Controller of Dycom Industries,

Inc., a company listed on the New York Stock Exchange that provides specialty contracting services primarily for cable TV and phone

In these positions, Ms.

Hedge was responsible for certain corporate finance, treasury and accounting functions.

Hedge received a Bachelor in Science degree with dual majors in Accounting and Computer Science from East Tennessee State University

Audit Committee

The Audit Committee

of Hollywood Media’s Board of Directors has been established in accordance with section 3(a)(58)(A) of the Securities Exchange

Act of 1934, as amended.

The current members of the Audit Committee are Harry T.

Hoffman, Robert D.

Epstein and Stephen Gans.

Board has determined that each of the current members of the Audit Committee meet the audit committee independence standards under

the listing rules of the Nasdaq Stock Market.

The Board has further determined that the Audit Committee meets the Nasdaq

listing requirement that at least one member of the Audit Committee has such experience or background which results in the individual’s

financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer

with financial oversight responsibilities.

During 2012, the Audit Committee held six meetings.

We currently do not

have a designated “Audit Committee Financial Expert”

(as defined in Item 407 of SEC Regulation S-K) on our audit

Although we had discussions with several potential candidates, we did not ultimately reach mutual interest in proceeding

to nominate any candidate for election to the Board.

We do not currently have any candidates under consideration, but the Board

would consider candidates that our Nominating Committee deems qualified and recommends for nomination.

Code of Ethics

2 unchanged sentences

This Code of Professional

Conduct is available for viewing on our internet website at http://www.hollywoodmedia.com/corporategovernance.htm under the caption

Conduct is available for viewing on our internet website at http://www.hollywoodmedia.com/corporate_governance.htm under the caption

“Code of Professional Conduct.”

2 unchanged sentences

Report on Form 10-K.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the

Securities Exchange Act of 1934 requires Hollywood Media’s directors, executive officers, and persons who own more than 10%

of Hollywood Media’s outstanding common stock, to file with the SEC initial reports of ownership and reports of changes in

ownership of common stock.

Such persons are required by SEC regulation to furnish Hollywood Media with copies of all

such reports they file.

To Hollywood Media’s

knowledge, based solely on a review of the copies of such reports furnished to Hollywood Media or written representations that

no other reports were required, all Section 16(a) filing requirements applicable to its executive officers, directors and greater-than-10%

beneficial owners for the year ended December 31, 2012 have been complied with on a timely basis.

Executive Compensation.

The information required

by this Item 11 is incorporated herein by reference to our Proxy Statement for our 2012 annual meeting of shareholders to be filed

with the SEC pursuant to Regulation 14A under the Exchange Act.

Summary Compensation Table

The following table summarizes the total

compensation paid to or earned by each of Hollywood Media’s named executive officers for each of the two fiscal years ended

December 31, 2012 and 2011, respectively:

Principal Position

Mitchell Rubenstein

$ 225,000 (1)

$ 440,195 (2)

Chief Executive Officer

$ 450,000 (4)

$ 115,407 (3)

$ 200,000 (1)

$ 225,529 (5)

$ 450,000 (4)

$ 115,894 (6)

Tammy Hedge (12)

Chief Financial Officer

Scott Gomez (12)

Chief Accounting Officer

$ 25,000 (10)

$ 13,875 (11)

Represents a $225,000 bonus paid to Mr.

Rubenstein and a $200,000 bonus paid to Ms.

Silvers associated with the extensive successful negotiation with Key Brand which resulted in the agreement for Key Brand to accelerate the first $7 million earnout payment to Hollywood Media to October 1, 2012, irrespective of whether or not Theatre Direct reached the $125 million revenue benchmark required for payment;

and the sale of CinemasOnline.

(a) a partial payment of an automobile allowance of $7,800 payable in accordance with the terms of the executive’s employment

agreement, (b) $2,548 in medical, dental and disability insurance premiums, provided in accordance with the terms of the executive’s

employment agreement, (c) $405,300 which is equal to 5.79% of the First $7 Million Earnout received on October 1, 2012 and (d)

$24,546 which is equal to 4.76% of all payments of principal and interest received by Hollywood Media on account of the

promissory note issued to Hollywood Media by Key Brand in connection with the Broadway Sale, payable

in accordance with the terms of the executive’s employment agreement.

Following such payments, Hollywood Media has

no further obligation to Mr.

Rubenstein in connection with the Broadway Sale.

Represents (a) a partial payment of an automobile allowance of $7,800 payable in accordance with the terms of the executive’s employment agreement, (b) $3,644 in medical, dental and disability insurance premiums, provided in accordance with the terms of the executive’s employment agreement, (c) $52,444 which is equal to 5% of the distributions Hollywood Media received from its interest in MovieTickets.com, Inc., payable in accordance with the terms of the executive’s employment agreement, and (d) $51,519 which is equal to 4.76% of all payments of principal and interest received by Hollywood Media on account of the promissory note issued to Hollywood Media in connection with the Broadway Sale, payable in accordance with the terms of the executive’s employment agreement.

Represents a bonus in recognition of Hollywood Media’s overall good financial performance during the applicable year, which includes (a) a $75,000 bonus paid to each of Mr.

Rubenstein and Ms.

Silvers associated with the announcement of Hollywood Media’s tender offer for Hollywood Media’s common stock resulting from the Broadway Sale, and (b) a $375,000 bonus paid to each of Mr.

Rubenstein and Ms.

Silvers associated with the smooth handling of the downsizing of Hollywood Media after the Broadway Sale and, for Mr.

Rubenstein’s bonus, Mr.

Rubenstein’s becoming the Chief Executive Partner of Tekno Books.

Represents (a)

an automobile allowance of $7,800 payable in accordance with the terms of the executive’s employment agreement, (b) $42,524

in medical, dental and disability insurance premiums, provided in accordance with the terms of the executive’s employment

agreement, (c) $165,200 which is equal to 2.36% of the First $7 Million Earnout received on October 1, 2012 and (d) $10,004 which

is equal to 1.94% of all payments of principal and interest received by Hollywood Media on account of the promissory note

issued to Hollywood Media by Key Brand in connection with the Broadway Sale, payable in accordance with

the terms of the executive’s employment agreement.

Following such payments, Hollywood Media has no further obligation

Silvers in connection with the Broadway Sale.

Represents (a) an automobile allowance of $7,800 payable in accordance with the terms of the executive’s employment agreement, (b) $34,653 in medical, dental and disability insurance premiums, provided in accordance with the terms of the executive’s employment agreement, (c) $52,444 which is equal to 5% of the distributions Hollywood Media received from its interest in MovieTickets.com, Inc., payable in accordance with the terms of the executive’s employment agreement, and (d) $20,997 which is equal to 1.94% of all payments of principal and interest received by Hollywood Media on account of the promissory note issued to Hollywood Media in connection with the Broadway Sale, payable in accordance with the terms of the executive’s employment agreement.

Represents a bonus in recognition of providing support to the Company's CEO and President in connection with the negotiations to successfully resolve the dispute with the Estate of Martin Greenberg regarding Tekno Books, and the transition of auditors from Kaufman Rossin to Marcum LLP.

Represents a bonus in recognition of the successful transition of the leadership of the Company’s Accounting Department.

Represents medical, dental and disability

insurance premiums, provided in connection with the executive’s employment with Hollywood Media.

Bonus includes a cash bonus of $25,000 payable in accordance with the terms of the executive’s employment agreement.

Represents medical, dental and disability insurance premiums, provided in accordance with the terms of the executive’s employment agreement.

As a result of the downsizing of Hollywood Media following the Broadway Sale, Hollywood Media and Scott Gomez, the former Chief Accounting Officer of Hollywood Media, mutually agreed not to renew the employment agreement of Mr.

Gomez’s employment with Hollywood Media terminated effective June 15, 2011.

Effective as of June 15, 2011, Hollywood Media appointed Tammy Hedge, age 50, a certified public accountant, as Hollywood Media’s Chief Financial Officer and Chief Accounting Officer.

Employment Agreements with Named Executive

Employment Agreements

with Chief Executive Officer and President .

In 1993, Hollywood Media entered into employment agreements with each of Mitchell

Rubenstein, to serve as Chairman and Chief Executive Officer, and Laurie S.

Silvers, to serve as Vice Chairman and President.

current terms of these agreements, as amended, are described below.

These agreements were amended and restated in December 2008,

and were amended further in connection with the sale of Hollywood Media’s Broadway Ticketing Division that was announced

on December 22, 2009 and completed on December 15, 2010 (which amendments are described further below).

In deciding to renew

the contracts of Mr.

Rubenstein and Ms.

Silvers in December 2008, the Compensation Committee of Hollywood Media’s Board of

Directors (the “Compensation Committee”) considered the compensation study received from Pearl Meyer & Partners,

LLC in November 2008 and, among other things, the qualifications and performance of Mr.

Rubenstein and Ms.

Silvers, the value of

their institutional knowledge, the Company’s revenues, results, transactions and operations, the need for experienced management

in a recession economy as well as management’s positioning of the Company in advance of the recession with significant cash

on hand and, most importantly, given the credit crisis, no long-term debt, the exercise of conservative inventory management in

the Company’s Broadway Ticketing business, the dividends received from MovieTickets.com in the second quarter of 2008 and

expected in the first quarter of 2009 (which was subsequently received), significant cost-cutting implemented by management in

2008, and the Company’s return of cash to shareholders through the Company’s stock repurchase plan.

Pursuant to the amended

and restated employment agreements dated December 2008, the terms of both agreements were extended through December 31, 2010.

terms of each of the employment agreements are automatically extended for successive one-year terms unless Hollywood Media or the

executive officer gives written notice to the other at least 90 days prior to the then-scheduled expiration date.

of the employment agreements provides for an annual salary (subject to automatic cost-of-living increases based on changes in the

consumer price index), additional cash bonuses as determined by the Compensation Committee or the Board of Directors from time

to time at their discretion, and an automobile allowance of $650 per month.

Under the amended and restated employment

agreements dated December 2008, the annual salary rates were $487,378 for Mr.

Rubenstein and $426,456 for Ms.

December 2009 Amendments .

connection with the sale of Hollywood Media’s Broadway Ticketing Division (the “Broadway Sale”) that was announced

on December 22, 2009 and completed on December 15, 2010 (which reduced the revenues of Hollywood Media), the Compensation Committee

and the independent directors of Hollywood Media’s board of directors desired to reduce Hollywood Media’s fixed executive

compensation while at the same time (a) retaining the services of Mr.

Rubenstein and Ms.

Silvers, each of whom Hollywood Media’s

independent directors felt were key to Hollywood Media’s future success, and (b) providing an ongoing incentive to Mr.

Silvers that aligned their interests with the shareholders of Hollywood Media.

As described below, the Compensation

Committee (working closely with the independent directors of Hollywood Media’s board of directors) negotiated amendments

to the employment agreements of Mr.

Rubenstein and Ms.

On December 23, 2009,

(i) Hollywood Media and Mitchell Rubenstein entered into an amendment to the amended and restated employment agreement of Mr.

and (ii) Hollywood Media and Laurie S.

Silvers entered into an amendment to the amended and restated employment agreement of Ms.

Pursuant to these amendments, the executives continued to be employed by Hollywood Media for the same salary and benefits

as set forth in the employment agreements dated December 2008 until the 90th day following the consummation of the Broadway Sale

(which 90th day was March 15, 2011).

After March 15, 2011, the executives will be employed by Hollywood Media until such employment

is terminated by either Hollywood Media or the executives (such period, the “Extension Term”).

During the Extension

Rubenstein and Ms.

Silvers no longer receive fixed base salaries from Hollywood Media (other than a nominal payment of

$1 per year), and each instead receives compensation for his or her services to Hollywood Media in amounts equal to five percent

(5%) of the sum of (i) any distributions and other proceeds Hollywood Media received or receives after December 23, 2009 (the effective

date of the amendments) in respect of its ownership interest in MovieTickets.com, Inc.

and (ii) certain other amounts that may

be received by Hollywood Media from MovieTickets.com, Inc.

(collectively, the “5% Distribution”).

Pursuant to the 5%

Distribution, upon a sale of Hollywood Media’s interest in MovieTickets.com, Inc., Mr.

Rubenstein and Ms.

Silvers would each

receive 5% of the proceeds received by Hollywood Media in such sale.

On August 28, 2012,

(1) Hollywood Media and R&S Investments, LLC (“R&S Investments”) entered into an Agreement (the “R&S

Agreement”) regarding the Purchase Agreement dated as of August 21, 2008 between Hollywood Media and R&S Investments,

as amended (the “R&S Purchase Agreement”) and (2) Hollywood Media, Mr.

Rubenstein and Ms.

Silvers entered into

a letter agreement regarding the R&S Agreement (the “Rubenstein Silvers Letter Agreement”).

R&S Investments

is wholly-owned by Mr.

Rubenstein and Ms.

Pursuant to the R&S

Agreement, in exchange for R&S Investments paying Hollywood Media $2,950,000 in cash (the “Buyout Amount”), which

payment has been made to Hollywood Media, R&S Investments fully satisfied all of its obligation to pay the purchase price under

Section 3.1 of the R&S Purchase Agreement and any additional consideration or earnout payment under Section 3.3 of the R&S

Purchase Agreement, and R&S Investments shall have no further obligations and/or liabilities (and Hollywood Media shall have

no further rights and/or remedies) under Article III of the R&S Purchase Agreement or otherwise.

Pursuant to the Rubenstein

Silvers Letter Agreement, Mr.

Rubenstein agreed that that, in connection with the transaction consummated under the R&S Agreement

and in addition to the Buyout Amount, the next $280,000 of the 5% Distribution that would be distributed by Hollywood Media to

Rubenstein pursuant to his amended employment agreement will be retained by Hollywood Media (and not paid to Mr.

In addition, pursuant

to the Rubenstein Silvers Letter Agreement, Ms.

Silvers agreed that, in connection with the transaction consummated under the R&S

Agreement and in addition to the Buyout Amount, the next $280,000 of the 5% Distribution that would be distributed by Hollywood

Silvers pursuant to her amended employment agreement will be retained by Hollywood Media (and not paid to Ms.

If the employment of

either executive is terminated (i) by reason of the death of the executive, (ii) by Hollywood Media during the Extension Term for

any reason other than for “cause,”

or (iii) by the executive for “good reason,”

the right of such executive

to payments of the 5% Distribution will fully vest and the 5% Distribution will continue to be paid to the executive and the executive’s

In the event that during

the Extension Term Hollywood Media enters into any additional businesses other than its existing businesses, then Hollywood Media

will consider in good faith increasing each of the executive’s compensation during the Extension Term to reflect the additional

service to be provided by the executive to Hollywood Media in connection with such additional businesses.

The consummation of

the Broadway Sale constituted a “change of control”

under the amended employment agreements (and would have constituted

a “change of control”

under the employment agreements dated December 2008).

Rubenstein and Ms.

Silvers agreed pursuant

to the amended employment agreements that in connection with the Broadway Sale, $812,501 of the amount Mr.

Rubenstein was entitled

to receive and $332,189 of the amount Ms.

Silvers was entitled to receive upon a change of control was deferred and will be paid

in accordance with the amended employment agreements.

As a result, Mr.

Rubenstein and Ms.

Silvers each was entitled to receive

a reduced change of control payment equal to $1.5 million upon the consummation of the Broadway Sale.

Regardless of whether

Rubenstein or Ms.

Silvers continued to provide services to Hollywood Media after the first anniversary of the consummation

of the Broadway Sale, one-half of the deferred change in control payments were to be paid to Mr.

Rubenstein and/or Ms.

as applicable, upon the receipt by Hollywood Media of payments pursuant to the Credit Agreement entered into in connection with

the Broadway Sale, on a pro rata basis, and one-half of such payments was to be paid to Mr.

Rubenstein and/or Ms.

Silvers, as applicable,

upon the receipt by Hollywood Media of payments under the first $7 million tranche of the earnout pursuant to the Broadway Sale,

on a pro rata basis.

On August 28, 2012,

Hollywood Media entered into an Assignment and Assumption of Membership Interest and Waiver (the “Assignment”) with

Baseline Holdings LLC (“Baseline Holdings”), Project Hollywood LLC (“Project Hollywood”), Mr.

Baseline Holdings is wholly-owned by Mr.

Rubenstein and Ms.

Pursuant to the Assignment,

Hollywood Media assigned to Baseline Holdings all of Hollywood Media’s membership interest in Project Hollywood in exchange

for total consideration of $1,800,000 (the “Project Hollywood Purchase Price”), which interest Hollywood Media had

acquired on October 7, 2011 for $1,250,000.

The Project Hollywood Purchase Price was paid as follows:

(1) $1,230,500 in cash (which

was paid by Baseline Holdings to Hollywood Media), (2) Mr.

Rubenstein waived his right to receive any future principal and interest

owed to Hollywood Media pursuant to the Loan under the Credit Agreement (as of August 28, 2012, Mr.

Rubenstein had the

right to receive 4.76% of the principal, or $404,600, and interest on account of the Loan under the Credit Agreement), and (3)

Silvers waived her right to receive any future principal and interest owed to Hollywood Media under the Loan under the Credit

Agreement (as of August 28, 2012, Ms.

Silvers has the right to receive 1.94% of the principal, or $164,900, and interest on account

of the Credit Agreement).

On October 1, 2012,

Hollywood Media received the first $7 million tranche of the earnout pursuant to the Broadway Sale.

As a result, pursuant to existing

employment agreements, on October 5, 2012 Mr.

Rubenstein received $405,300 of such earnout payment and Ms.

Silvers received $165,200

of such earnout payment.

Following such payments, Hollywood Media has no further obligation to Mr.

Rubenstein or Ms.

connection with the Broadway Sale.

If Hollywood Media

fails to pay any amount that becomes due to either executive under the amended employment agreements by the latest date on which

such amount is permitted under the amended employment agreements to be paid, interest will be charged with respect to the past

due amount at the rate of 1.5% per month, compounded monthly, from the latest date on which such amount was permitted under the

amended employment agreements to be paid, and such interest shall be paid by Hollywood Media to such executive at or before the

time that the amount past due is paid.

From time to time the

Compensation Committee may award discretionary bonuses to Mr.

Rubenstein and Ms.

Silvers based on their service or performance

to the Company.

Rubenstein received a bonus of $225,000 and Ms.

Silvers received a bonus of $200,000 in the quarter ended June

Bonuses are included in “Payroll and benefits”

in Hollywood Media’s consolidated statements of operations

included in Part II, Item 8 of this Annual Report on Form 10-K.

Rubenstein and Ms.

Silvers have notified the Compensation Committee

that each of them plans to voluntarily waive the first $225,000 (in the case of Mr.

Rubenstein) and the first $200,000 (in the

Silvers) of the 5% Distribution each of them would be entitled to receive of the 5% Distribution.

Employment of Chief

Financial Officer and Chief Accounting Officer .

Effective as of June 15, 2011, Hollywood Media appointed Tammy Hedge, age 52,

a certified public accountant, as Hollywood Media’s Chief Financial Officer and Chief Accounting Officer.

Hedge is responsible for all corporate finance, treasury and accounting functions for Hollywood Media and its subsidiaries.

September 2006, Ms.

Hedge has been the Chief Financial Officer of a privately held cable TV operator.

From July 2004

to July 2006, Ms.

Hedge was Vice President, Chief Accounting Officer and Controller of Ion Media Networks Inc.

(formerly called

Pax TV), which owns a broadcast television station group and the i network, and was publicly traded during Ms.

Hedge’s employment.

August 1999 to June 2004, Ms.

Hedge was the Financial Controller of Dycom Industries, Inc., a company listed on the New York Stock

Exchange that provides specialty contracting services primarily for cable TV and phone companies.

In these positions,

Hedge was responsible for certain corporate finance, treasury and accounting functions.

Hedge received a Bachelor

in Science degree with dual majors in Accounting and Computer Science from East Tennessee State University in 1982.

Hedge does not

have a written employment agreement with Hollywood Media.

Hedge receives a base salary of $125,000 annually and

may be eligible for an incentive bonus at the discretion of the Compensation Committee of Hollywood Media’s Board of Directors.

Hedge also is eligible for four weeks paid vacation annually and will be reimbursed for certain out-of-pocket business expenses

including certain auto expenses.

Due to the downsizing of Hollywood Media, Hollywood Media currently anticipates that

Hedge will devote, on average, approximately 50% of her time on Hollywood Media business.

The Compensation Committee

has the authority to grant cash bonus awards and may approve compensation plans or agreements to grant bonuses based on specified

Discretionary bonus awards vary depending on the Compensation Committee’s review and consideration of various factors

including the executive officer’s contribution to Hollywood Media’s achievement of its goals.

2012, the Compensation Committee awarded (i) Mr.

Rubenstein a cash bonus in the amount of $225,000 associated with the successful

negotiations with Key Brand which resulted in the agreement for Key Brand to accelerate the first $7 million earnout payment

to Hollywood Media to October 1, 2012, irrespective of whether or not Theater Direct reached the $125 million revenue benchmark

and the sale of CinemasOnline , (ii) Ms.

Silvers a cash bonus in the amount of $200,000

associated with the successful negotiations with Key Brand which resulted in the agreement for Key Brand to accelerate the

first $7 million earnout payment to Hollywood Media to October 1, 2012, irrespective of whether or not Theater Direct reached the

$125 million revenue benchmark for payment;

and the sale of CinemasOnline, and (iii) Ms.

bonus of $90,000 for providing support to the Company's CEO and President in connection with the negotiations to successfully

resolve the dispute with the Estate of Martin Greenberg regarding Tekno Books, and the transition of auditors from Kaufman Rossin

Stock Option Grants and Equity-Based

During the fiscal

year ended December 31, 2012, no stock options or other equity-based compensation awards were granted to Mr.

Rubenstein, Ms.

Hedge or any other employee of the Company..

Other Benefits

Although perquisites

are not a primary aspect of Hollywood Media’s executive compensation, Hollywood Media provided its named executive officers

with the following perquisites during 2011 and 2012:

Automobile Allowance.

employment agreement between Hollywood Media and Mitchell Rubenstein provides that Mr.

Rubenstein is entitled to an automobile

allowance of $650 per month.

The employment agreement between Hollywood Media and Laurie S.

Silvers provides that Ms.

Silvers is entitled to an automobile allowance of $650 per month.

Insurance Coverage .

Media provides the named executive officers and their dependants with medical, dental, disability and life insurance coverage at

the sole expense of Hollywood Media.

On September 27, 2010,

upon recommendation of Mitchell Rubenstein, CEO and Chairman of Hollywood Media, as part of the Company’s cost-cutting plan,

the Board of Directors of Hollywood Media approved of the termination of Hollywood Media’s 401(k) plan effective November

Hollywood Media maintained a 401(k) Plan (the “Plan”) covering all employees who met certain eligibility

requirements.

The Plan provided that each participant could contribute up to 15% of his or her pre-tax gross compensation (not

to exceed a statutorily prescribed annual limit).

All amounts contributed by employee participants in conformity with Plan requirements

and earnings on such contributions were fully vested at all times.

The match in stock was 50% of the first 8% of the employees’

compensation contributions, for those participants employed in excess of 1,000 hours during the year and employed on the last day

The match for the year ended December 31, 2010 was $148,404 and was paid in cash to the Plan during the fourth quarter

of the year ended December 31, 2010.

The match for the year ended December 31, 2009 was 101,189 shares of Hollywood Media common

stock, valued at $141,664 (based on a share price of $1.40 per share), and was paid in the first quarter of the year ended December

The Plan had investments in Hollywood Media common stock of 303,270 shares valued at a share price of $1.64 or $497,363

and 439,874 shares valued at a share price of $1.40 or $615,824, as of December 31, 2010 and 2009, respectively.

The Plan assets

were fully transferred or distributed during the year ended December 31, 2011 and there were no plan assets remaining as of December

Outstanding Equity Awards at 2012 Fiscal Year-End

As of December 31,

2012, there were no unexercised options, unvested stock awards or equity incentive plan awards outstanding and held by Hollywood

Media’s named executive officers.

Upon the consummation of the Broadway Sale (which occurred on December 15, 2010),

all of the unvested restricted shares of Hollywood Media common stock granted to Mitchell Rubenstein, our Chairman and Chief Executive

Officer, and Laurie S.

Silvers, our Vice-Chairman, President and Secretary, pursuant to Hollywood Media’s 2004 Stock Incentive

Plan immediately vested and thus were no longer restricted shares.

Plans Providing for Payment of Retirement

Hollywood Media does

not provide pension arrangements or post-retirement health coverage for its executives or employees.

For a discussion

of Hollywood Media’s 401(K) Plan (that was terminated effective November 18, 2010), please see “Other Benefits- 401(K)

Agreements Providing Potential Payments

Upon Termination or Change-in-Control

See “Employment

Agreements with Named Executive Officers”

above for a description of agreements that provide payments to a named executive

officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer, or

a change in control of Hollywood Media or a change in the a named executive officer’s responsibilities following a change

Director Compensation

The following table

sets forth information regarding the compensation received by each of Hollywood Media’s Directors during 2012:

Incentive Plan

Non-Qualified

Mitchell Rubenstein, Chairman (1)

Silvers, Vice Chairman (1)

Rubenstein and Ms.

executive officers and employees of Hollywood Media, and their compensation is reported separately above in the “Executive

Compensation”

portion of this Annual Report on Form 10-K, prior to this “Director Compensation”

(2) The table below shows the aggregate

number of shares subject to all outstanding stock options held by the named directors as of December 31, 2012 all of which options

were granted under the Directors Stock Option Plan for non-employee directors (described below).

Total Options Held

at 12/31/2012

(# of shares)

Retainer and Meeting Fees

Directors of Hollywood

Media who are neither employees nor consultants (“non-employee directors”) are compensated at the rate of $2,500 for

each meeting of the Board of Directors attended in person, $500 for each meeting of the Board attended by telephone, and $500 for

each committee meeting attended.

Directors are reimbursed for travel and lodging expenses in connection with their attendance at

In addition, commencing January 1, 2008, non-employee directors are paid $25,000 per year of service on the

Board, and the chairman of any committee of the Board is paid an additional $25,000 per year of service as chairman.

current Chairman of the Compensation Committee is Harry Hoffman.

Directors Stock Option Plan

Hollywood Media’s

shareholder-approved Directors Stock Option Plan (the “Directors Plan”) was initially adopted in 1993, was subsequently

amended, and has been approved by Hollywood Media’s shareholders.

No stock options may be granted under the Directors Plan

after July 1, 2008.

The Directors Plan continues in effect until all options granted thereunder have expired or been exercised,

unless the Directors Plan is terminated at an earlier time.

The Directors Plan

provides for grants of stock options, subject to availability of shares under the plan, to each non-employee director, as follows:

(1) an initial grant of an option to purchase 15,000 shares of common stock at the time such person first becomes appointed to

the Board, and (2) an annual grant of an option to purchase 15,000 shares of common stock on the date of each annual meeting of

Hollywood Media’s shareholders at which the director is reelected.

In December 2007, the Board of Directors elected

to temporarily suspend such annual option issuances until such time that the Board determines to reserve additional shares of common

stock for issuance upon exercise of options granted under the Directors Plan.

During the year ended December 31,

2012, no options were cancelled, expired, granted or exercised under the Directors Plan.

The maximum aggregate

number of shares of common stock that may be issued pursuant to options granted under the Directors Plan is 300,000, and, as of

December 31, 2012, such options were outstanding for an aggregate of 75,000 shares.

The exercise price

per share of any option granted under the Directors Plan is the “Fair Market Value”

per share of common stock (based

on the prevailing stock market price per share of common stock, as defined in the Directors Plan) on the date preceding the date

the option is granted.

These options become exercisable six months after the date of grant and expire ten years after the date

of grant, subject to earlier termination upon certain conditions as provided in the plan.

The Board of Directors, in its discretion,

may cancel all options granted under the Directors Plan that remain unexercised on the date of consummation of certain corporate

transactions described in the Directors Plan.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required

by this Item 12 is incorporated herein by reference to our Proxy Statement for our 2012 annual meeting of shareholders to be filed

with the SEC pursuant to Regulation 14A under the Exchange Act.

The following table sets forth certain

information regarding the beneficial ownership of the common stock of Hollywood Media as of March 15, 2013, or other date as indicated

in the footnotes below, by:

each person or group known by Hollywood Media to beneficially own more than 5% of the outstanding

shares of common stock of Hollywood Media;

each director of Hollywood Media;

each executive officer of Hollywood Media;

all of the current directors and executive officers of Hollywood Media as a group.

Name and Address

of Beneficial Owner (1)

Number of Shares

Percent of Class (2)

Baker Street Capital L.P.

3,447,497 (3)

CCM Master Qualified Fund, Ltd.

2,051,892 (4)

Dimensional Fund Advisors, LP

1,509,961 (5)

Morgan Stanley

1,413,525 (6)

Nantahala Capital Management, LLC

1,080,472 (7)

Mitchell Rubenstein and Laurie S.

2,104,192 (9)

All directors, director nominees and executive officers of Hollywood Media as a group (5 persons)

3,087,124 (12)

* Less than 1%

(1) Except as otherwise noted in the footnotes below, the address of each beneficial owner is in care

of Hollywood Media Corp., 301 E.

Yamato Road, Suite 2199, Boca Raton, Florida 33431.

(2) For purposes of this table, “beneficial ownership”

is determined in accordance with

Rule 13d-3 under the Securities Exchange Act of 1934, as amended, pursuant to which a person’s or group’s ownership

is deemed to include any shares of common stock that such person has the right to acquire within 60 days.

For purposes of computing

the percentage of outstanding shares of common stock held by each person or group of persons named above, any shares which such

person or persons has the right to acquire within 60 days are deemed to be outstanding, but such shares are not deemed to be outstanding

for the purpose of computing the percentage ownership of any other person.

This table has been prepared based on 22,651,766 shares

of Hollywood Media common stock outstanding as of March 15, 2013.

(3) Based on a Schedule 13D/A filed with the SEC on March 3, 2011, Baker Street Capital L.P., Baker

Street Capital Management, LLC and Vadim Perelman beneficially own such shares.

The reported business address for these holders

is 12026 Wilshire Blvd., Unit 502, Los Angeles, California 90025.

(4) Based on a Schedule 13G/A filed with the SEC on February 15, 2012, CCM Master Qualified Fund, Ltd.,

Coghill Capital Management, L.L.C.

Coghill have shared voting and shared dispositive power with respect to such shares.

The reported business address for these holders is One North Wacker Drive, Suite 4350, Chicago, IL 60606.

(5) Based on a Schedule 13G/A filed with the SEC on February 11, 2011, Dimensional Fund Advisors, LP

beneficially owns such shares.

The reported business address for this holder is Palisades West, Building One, 6300 Bee Cave Road,

Austin, Texas, 78746.

(6) Based on a Schedule 13G/A filed with the SEC on January 30, 2013, Morgan Stanley and Morgan Stanley

Capital Services LLC beneficially own such shares.

The reported business address for these holders is 1585 Broadway, New York,

(7) Based on a Schedule 13G/A filed with the SEC on February 14, 2013, Nantahala Capital Management,

LLC beneficially owns such shares.

The reported business address for this holder is 100 First Stamford Place, 2nd Floor, Stamford,

(8) Represents 343,697 outstanding shares of common stock which are owned jointly by Mitchell Rubenstein

and Laurie Silvers, 513,919 outstanding shares of common stock which are owned individually by Laurie S.

Silvers, 18,169 outstanding

shares of common stock which are held in Individual Retirement Account of Mitchell Rubenstein, and 18,147 outstanding shares of

common stock which are held in Individual Retirement Account of Laurie S.

(9) Based on a Form 4 filed with the SEC on March 1, 2011, Mr.

Gans beneficially owns such shares.

The reported business address for this holder is 1680 Michigan Avenue, Suite 1001, Miami Beach, Florida 33139.

(10) Represents 13,000 outstanding shares

of common stock, and 60,000 shares of common stock issuable pursuant

to exercisable options, beneficially owned by Mr.

(11) Represents 1,000 outstanding shares

of common stock, and 15,000 shares of common stock issuable pursuant

to exercisable options, beneficially owned by Mr.

(12) Represents an aggregate of 3,012,124

outstanding shares of common stock and 75,000 shares of common stock

issuable pursuant to exercisable options.

Securities authorized for

issuance under equity compensation plans.

The following table sets forth information as of December 31, 2012, regarding compensation

plans under which equity securities of Hollywood Media are authorized for issuance, aggregated by “Plan category”

as indicated in the table:

EQUITY COMPENSATION PLAN INFORMATION

AS OF DECEMBER 31, 2012

Number of securities

be issued upon

outstanding options,

warrants and rights

Weighted average

exercise price per

options, warrants

Number of securities

remaining available for

future issuance under

equity compensation

Plan Category:

Equity compensation plans approved by security holders (2)

Equity compensation plans not approved by security holders

(1) Excluding securities reflected in column “(a).”

(2) Hollywood Media has four shareholder-approved equity compensation plans:

the 2004 Stock Incentive

Plan, 2000 Stock Incentive Plan, 1993 Stock Option Plan, and the Directors Stock Option Plan.

No additional grants of stock options

may be made under the 1993 Stock Option Plan, the Directors Stock Option Plan, or the 2000 Stock Incentive Plan because the periods

for granting options under such plans expired in July 2003, July 2008, and December 2009, respectively.

In addition to stock options,

the 2004 Stock Incentive Plan permits the granting of stock awards and other forms of equity compensation and, as of December 31,

2012, the number of shares available for granting additional awards under the 2004 Stock Incentive Plan was 502,261 shares.

information about such plans and awards is provided in Note (4) and other Notes to the Consolidated Financial Statements included

in Part II, Item 8 of this Annual Report on Form 10-K.

Certain Relationships and Related Transactions,

and Director Independence.

The information required

by this Item 13 is incorporated herein by reference to our Proxy Statement for our 2012 annual meeting of shareholders to be filed

with the SEC pursuant to Regulation 14A under the Exchange Act.

Principal Accountant Fees

Hollywood Media recorded

$412,684 and $729,351 in earn-out gain from R&S Investments, LLC during 2012 and 2011, respectively.

As of December 31, 2012,

the Company had $37,287 included in “Related Party Receivable”

in our accompanying consolidated balance sheet which

primarily consisted of expense reimbursements from R&S Investments.

As of December 31, 2011, the Company had $521,497 included

in “Related party receivable”

in our accompanying consolidated balance sheet which consisted of $371,353 in earn-out

receivable, $105,561 in distributions receivable from Project Hollywood, $36,106 in expense reimbursements from R&S Investments,

$5,904 for an expense reimbursement receivable from MovieTickets.com and $2,576 for taxes receivable from Mr.

Rubenstein and Ms.

During the years ended December 31, 2011 and 2012, Hollywood Media received such earn-out amounts and expense reimbursements

in accordance with the payment terms.

Sale of Hollywood.com

Business Unit to R&S Investments LLC

On August 21, 2008,

Hollywood Media and R&S Investments, LLC (“R&S Investments”), an entity wholly-owned by Mitchell Rubenstein,

Hollywood Media’s Chief Executive Officer and Chairperson of the Board, and Laurie S.

Silvers, Hollywood Media’s President

and Vice-Chairperson of the Board, entered into a Purchase Agreement (as amended, the “R&S Purchase Agreement”).

Pursuant to the R&S Purchase Agreement, R&S Investments acquired Hollywood Media’s subsidiaries Hollywood.com,

and Totally Hollywood TV, LLC (collectively, the “Hollywood.com Business”) for a potential purchase price of $10.0

million, which included $1.0 million in cash that was paid to Hollywood Media at closing and potential earnout payments of up to

$9.0 million, of which $1,892,692 had been paid as of August, 2012.

The Hollywood.com Business

(i) Hollywood Media’s Hollywood.com, Inc.

subsidiary, which owned the Hollywood.com website and related URLs and

celebrity fan websites.

Hollywood.com features in-depth movie information including movie showtimes listings, celebrity biographical

data, and celebrity photos primarily obtained by Hollywood.com through licenses with third party licensors which are made available

on the Hollywood.com website and mobile platform.

Hollywood.com also has celebrity fan sites and a library of feature stories and

interviews which incorporate photos and multimedia videos taken at entertainment events including movie premiers and award shows;

and (ii) Hollywood Media’s Totally Hollywood TV, LLC subsidiary, which owned Hollywood.com Television, a free video on demand

service distributed pursuant to annual affiliation agreements with certain cable operators for the distribution of movie trailers

to subscribers of those cable systems.

The purchase price was determined by an arms-length negotiation between a Special Committee

of independent directors of Hollywood Media on the one hand and R&S Investments on the other hand.

Hollywood Media does not

have a significant continuing involvement in the Hollywood.com Business operations.

On August 28, 2012,

(1) Hollywood Media and R&S Investments entered into an Agreement (the “R&S Agreement”) regarding the R&S

Purchase Agreement, (2) Hollywood Media, Mr.

Rubenstein and Ms.

Silvers entered into a letter agreement regarding the R&S Agreement

(the “Rubenstein Silvers Letter Agreement”), and (3) R&S Investments provided Hollywood Media with a letter

regarding a contingent additional payment (the “R&S Letter”).

As described below, the R&S Agreement and the

Rubenstein Silvers Letter Agreement and the transactions contemplated by the R&S Agreement and the Rubenstein Silvers Letter

Agreement were approved by a Special Committee of Hollywood Media’s independent directors.

Pursuant to the R&S

Agreement, in exchange for R&S Investments paying Hollywood Media $2,950,000 in cash (the “Buyout Amount”), which

payment has been made to Hollywood Media, R&S Investments fully satisfied all of its obligation to pay the purchase price under

Section 3.1 of the R&S Purchase Agreement and any additional consideration or earnout payment under Section 3.3 of the R&S

Purchase Agreement, and R&S Investments shall have no further obligations and/or liabilities (and Hollywood Media shall have

no further rights and/or remedies) under Article III of the R&S Purchase Agreement or otherwise.

Accordingly, the earnout

receivable from R&S Investments, LLC was $0 as of December 31, 2012.

Pursuant to the Rubenstein

Silvers Letter Agreement, Mr.

Rubenstein agreed that that, in connection with the transaction consummated under the R&S Agreement

and in addition to the Buyout Amount, the next $280,000 of the MovieTickets.com 5% Interest (as defined in the Amended and Restated

Employment Agreement dated as of December 22, 2008, between Hollywood Media and Mr.

Rubenstein, as amended (the “Rubenstein

Employment Agreement”)) that would be distributed by Hollywood Media to Mr.

Rubenstein pursuant to the Rubenstein Employment

Agreement will be retained by Hollywood Media (and not paid to Mr.

In addition, pursuant

to the Rubenstein Silvers Letter Agreement, Ms.

Silvers agreed that, in connection with the transaction consummated under the R&S

Agreement and in addition to the Buyout Amount, the next $280,000 of the MovieTickets.com 5% Interest (as defined in the Amended

and Restated Employment Agreement dated as of December 22, 2008, between Hollywood Media and Ms.

Silvers, as amended (the “Silvers

Employment Agreement”)) that would be distributed by Hollywood Media to Ms.

Silvers pursuant to the Silvers Employment Agreement

will be retained by Hollywood Media (and not paid to Ms.

Pursuant to the R&S

Letter, R&S Investments agreed that in the event of a sale of all the assets of Hollywood.com, LLC to one person or a group

of persons not controlled, directly or indirectly, by Mr.

Rubenstein and Ms.

Silvers or their heirs, personal representatives or

affiliates prior to August 31, 2015, R&S Investments shall pay to Hollywood Media $3,500,000 or, if less, the amount received

by R&S Investments in connection with such transaction.

A Special Committee

of Hollywood Media’s independent directors unanimously approved the R&S Agreement and the Rubenstein Silvers Letter Agreement

and determined that the transactions contemplated by the R&S Agreement and the Rubenstein Silvers Letter Agreement were advisable,

fair to and in the best interests of Hollywood Media and its shareholders.

In connection with approving the transactions contemplated

by the R&S Agreement and the Rubenstein Silvers Letter Agreement, the Special Committee of Hollywood Media’s independent

directors received a fairness opinion from a firm with experience in valuation work, which stated that as of August 28, 2012, based

upon and subject to (and in reliance on) the assumptions made, matters considered and limits of such review, in each case as set

forth in its opinion, the Buyout Amount to be paid by R&S Investments was fair from a financial point of view to Hollywood

See Note 5, “Discontinued

Operations”

in the Notes to the Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form

10-K for more information on the R&S Agreement, the Rubenstein Silvers Letter Agreement, the R&S

Letter, and the related transactions.

R&S Investments, LLC Indemnification

On November 5, 2010,

Hollywood.com, LLC, a former subsidiary of the Company, was sued for copyright infringement for the alleged display of unlicensed

celebrity photographs on the hollywood.com website, which is owned by Hollywood.com, LLC.

Certain of the celebrity photographs

at issue were posted during the time that Hollywood Media Corp.

owned Hollywood.com.

Because Hollywood Media owned Hollywood.com

during part of the time that the alleged display of unlicensed celebrity photographs on the hollywood.com website occurred, the

possibility exists that Hollywood Media could be subject to claims relating to this matter and other similar claims.

the potential risks to Hollywood Media associated with any such claims, in February 2011, Hollywood Media entered into an indemnification

agreement with R&S Investments, LLC, whereby R&S Investments, LLC agrees to indemnify and hold Hollywood Media harmless

from any and all potential liabilities and claims against Hollywood Media arising from any such claims in exchange for a one-time

cash payment by Hollywood Media to R&S Investments, LLC of $350,000.

The indemnification

agreement was approved on behalf of the Company by a Special Committee of Hollywood Media’s independent directors.

Acquisition of Baseline

On October 7, 2011,

Project Hollywood LLC (“Project Hollywood”), a limited liability company owned by Baseline Holdings LLC (“Baseline

Holdings”) acquired from The New York Times Company all of the membership interests of Baseline LLC.

Baseline Holdings is

wholly-owned by Mitchell Rubenstein, the Chairman and Chief Executive Officer of Hollywood Media, and Laurie Silvers, the Vice-Chairman,

President and Secretary of Hollywood Media.

Baseline LLC owns Baseline StudioSystems, a leading provider of movie and TV data services

for the entertainment and motion picture industries and a licensor of information to Internet and digital media companies.

Rubenstein and Ms.

Silvers individually contributed $4.5 million in cash to Baseline Holdings LLC which in turn contributed $4.5

million to Project Hollywood LLC to fund the acquisition.

Hollywood Media previously

owned the Baseline StudioSystems business and sold it on August 25, 2006 to The New York Times Company.

The opportunity to purchase

the Baseline StudioSystems business was presented to Mr.

Rubenstein and Ms.

Silvers in their individual capacity, and they presented

to Hollywood Media’s independent directors the opportunity for Hollywood Media.

Rather than acquire 100% of the Baseline

StudioSystems business, Hollywood Media’s independent directors decided unanimously for Hollywood Media to make a minority

investment in Project Hollywood LLC alongside Mr.

Rubenstein and Ms Silvers with the relative ownership interest of Project Hollywood

LLC interests determined based on the proportionate amount each invested.

On October 27, 2011,

following Project Hollywood LLC’s acquisition (on October 7, 2011) of all of the membership interests of Baseline

LLC, Hollywood Media (following the unanimous approval of its independent directors) acquired a 21.74% ownership interest in Project

Hollywood LLC for an investment of $1.25 million, which was based on the same per membership unit price paid by Baseline Holdings

for its 78.26% ownership interest in Project Hollywood LLC.

The funds contributed were used for working capital and other capital

needs of the Baseline StudioSystems business.

The Baseline StudioSystems business had no debt other than normal accounts payable

and deferred revenue.

Distributions of $176,866

and $182,617 to Hollywood Media reduced Hollywood Media’s investment in Project Hollywood during the years ended December

31, 2011 and 2012, respectively.

The Project Hollywood

LLC Limited Liability Company Agreement provided that (i) distributions of available cash would be made in accordance with the

members’

percentage interests, (ii) Hollywood Media’s ownership interest in Project Hollywood LLC was subject

to a right of first refusal in favor of Project Hollywood LLC and Baseline Holdings in the event Hollywood Media desired to transfer

such ownership interest, (iii) if Baseline Holdings and/or its permitted transferees who together owned at least a majority of

Project Hollywood LLC agreed to sell its ownership interest in Project Hollywood LLC or vote in favor of a merger or consolidation

or a sale of all or substantially all of Project Hollywood’s assets, Hollywood Media was required to consent to the transaction,

waive any appraisal rights, and agree to sell its ownership interest in Project Hollywood LLC on the same terms and conditions

as other members;

and (iv) if Baseline Holdings desired to sell its ownership interest in Project Hollywood LLC, Hollywood Media

would be able to participate in such sale by selling a proportionate amount of its interest in Project Hollywood LLC.

Project Hollywood entered

into two agreements with the two former senior executives of Baseline StudioSystems to manage the business on a day-to-day basis,

as of December 1, 2011.

Under those agreements, the managers will each receive 7.5% of Project Hollywood LLC’s membership

units subject to a three year vesting schedule (at a rate of 2.5% per annum) and the obtaining of certain performance-based EBITDA

hurdles each year.

Under that vesting schedule, Hollywood Media’s ownership in Project Hollywood was reduced to 20.65%

at June 30, 2012.

On August 28, 2012,

Hollywood Media entered into an Assignment and Assumption of Membership Interest and Waiver (the “Assignment”) with

Baseline Holdings LLC, Project Hollywood, Mr.

Rubenstein and Ms.

As described below, the Assignment and the transactions

contemplated by the Assignment were approved by a Special Committee of Hollywood Media’s independent directors.

Pursuant to the Assignment,

Hollywood Media assigned to Baseline Holdings all of Hollywood Media’s membership interest in Project Hollywood in exchange

for total consideration of $1,800,000 (the “Project Hollywood Purchase Price”).

The Project Hollywood Purchase Price

has been paid as follows:

(1) $1,230,500 in cash (which has been paid by Baseline Holdings to Hollywood Media), (2) Mr.

waived his right to receive any future principal and interest owed by Key Brand Entertainment Inc.

(“Key Brand”) to

Hollywood Media pursuant to the Credit Agreement between Key Brand and Hollywood Media (as of August 28, 2012, Mr.

Rubenstein had

the right to receive 4.76% of the principal, or $404,600, and interest on account of the Credit Agreement), and (3) Ms.

waived her right to receive any future principal and interest owed by Key Brand to Hollywood Media under the Credit Agreement (as

of August 28, 2012, Ms.

Silvers has the right to receive 1.94% of the principal, or $164,900, and interest on account of the Credit

Hollywood Media recorded the fair value of the waivers by Mr.

Rubenstein and Ms.

Silvers in the long term portion of

“Other Assets”

in the consolidated balance sheets of Hollywood Media included in Part II, Item 8 of this Annual Report

on Form 10-K.

As a result of the

waivers by Mr.

Rubenstein and Ms.

Silvers described in the preceding paragraph, after August 28, 2012, Hollywood Media will retain

all payments of principal and interest made by Key Brand under the Theatre Direct Credit Agreement.

As of August 28, 2012, the

principal balance due under the Credit Agreement was $8,500,000.

As of October 5, 2012, the principal balance due under the Loan

increased to $15,500,000 as a result of the achievement of the revenue threshold for the Second $7 Million Earnout in the Purchase

A Special Committee

of Hollywood Media’s independent directors unanimously approved the Assignment and determined that the transactions contemplated

by the Assignment were advisable, fair to and in the best interests of Hollywood Media and its shareholders.

In connection with

approving the transactions contemplated by the Assignment, the Special Committee of Hollywood Media’s independent directors

received a fairness opinion from a firm with experience in valuation work, which stated that as of August 28, 2012, based upon

and subject to (and in reliance on) the assumptions made, matters considered and limits of such review, in each case as set forth

in its opinion, the Project Hollywood Purchase Price was fair from a financial point of view to Hollywood Media.

Resolution of Dispute

with The Estate of Martin H.

On February 8, 2012,

Hollywood Media resolved its dispute with The Estate of Martin H.

Greenberg (the “Greenberg Estate”) over the life

insurance policy payments that were received as a result of Dr.

Martin Greenberg’s death.

Greenberg’s

Greenberg had served as the Chief Executive Partner of Tekno Books (which was 51% owned by Hollywood Media prior to

the resolution of such dispute).

As a result of such

resolution, effective as of December 30, 2011, the Greenberg Estate and Rosalind M.

Greenberg (Dr.

Greenberg’s widow) waived

any right, entitlement or claim they may have to a $1.5 million key-man life insurance policy payment, Tekno Books and Hollywood

Media waived any right, entitlement or claim they may have to a $500,000 life insurance policy payment received by Rosalind M.

Greenberg, and the Greenberg Estate transferred its 49% partnership and ownership interest in Tekno Books to Hollywood Media for

no additional consideration pursuant to an Assignment of General Partnership Interest.

Following such transfer, Hollywood Media

owns 100% of Tekno Books.

Director Independence

Hollywood Media’s

Board of Directors consists of five directors.

The Board has determined that a majority of the current members of the

Board (Harry T.

Hoffman, Robert D.

Epstein and Stephen Gans) are independent directors of Hollywood Media as defined under the

Securities Exchange Act of 1934 and rules thereunder and under the listing rules of the Nasdaq Stock Market.

In making these determinations,

the Board concluded that none of these independent Board members had or has a relationship which, in the opinion of the Board,

would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Principal Accounting Fees

and Services.

The information required

by this Item 14 is incorporated herein by reference to our Proxy Statement for our 2012 annual meeting of shareholders to be filed

with the SEC pursuant to Regulation 14A under the Exchange Act.

Independent Registered Public Accounting Firm’s Fees

The following table

shows fees billed to Hollywood Media by its independent registered public accounting firms, Marcum, LLP and Kaufman Rossin &

Co., P.A., for each of the two fiscal years ended December 31, 2012 and 2011, respectively, for services rendered in the specified

categories indicated below.

Audit Fees (1)

Audit-Related Fees

All Other Fees

2012 consists of audit fees for Marcum, LLP of $125,000 and audit fees for Kaufman

Rossin & Co., P.A.

The fee types referenced in the above table

are defined as follows:

are aggregate fees billed by Hollywood Media’s principal auditing firm for professional services for the

audit of Hollywood Media’s consolidated financial statements included in its Form 10-K, for review of financial statements

included in its Forms 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory

filings or engagements.

Audit-Related

are fees billed by Hollywood Media’s principal auditing firm for assurance and related services that are

reasonably related to the performance of the audit or review of Hollywood Media’s financial statements.

Such services

include principally services associated with reports related to regulatory filings, and general accounting and reporting advice.

are fees billed by Hollywood Media’s principal auditing firm for professional services for tax compliance,

tax advice, and tax planning.

Other Fees ”

are fees billed by Hollywood Media’s principal auditing firm for any services not included in the forgoing

fee categories.

Audit Committee

Pre-Approval Policies and Procedures

SEC rules require

that audit services and permitted non-audit services provided by our principal auditing firm be pre-approved by our Audit Committee.

rules permit such pre-approval to be given either through explicit approval by the Audit Committee on a case-by-case basis, or

pursuant to pre-approval policies and procedures as may be established by the Audit Committee from time to time.

For each of the two

fiscal years ended December 31, 2012 and 2011, respectively, and through the date of this Form 10-K, the Audit Committee has not

adopted pre-approval policies covering such periods or future periods.

Accordingly, any services provided by our principal

auditing firm during the period January 1, 2011 through the date of this Form 10-K were approved by the Audit Committee

on a case-by-case basis.

However, in the future the Audit Committee may adopt pre-approval policies and procedures in

accordance with applicable rules.

Exhibits and Financial Statement

4 unchanged sentences

included in Part II, Item 8 of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting

Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011

1 unchanged sentence

Consolidated Statements of Shareholders’

Equity for the Years Ended December 31, 2011, 2010

Equity for the Years Ended December 31, 2012 and

Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011

7 unchanged sentences

Stock Purchase Agreement dated as of December 22, 2009, by and between Hollywood Media Corp.

and Key Brand Entertainment Inc., as amended.

and Key Brand Entertainment Inc., as amended by Amendment No.

1 to Stock Purchase Agreement, dated as of January 13, 2010, by and between Hollywood Media Corp.

and Key Brand Entertainment Inc., as further amended by Amendment No.

2 to Stock Purchase Agreement, dated as of January 21, 2010, by and between Hollywood Media Corp.

and Key Brand Entertainment Inc., as further amended by Amendment No.

3 to Stock Purchase Agreement, dated as of April 9, 2010, by and between Hollywood Media Corp.

and Key Brand Entertainment Inc.

Amendment No.

4 to Stock Purchase Agreement, dated as of April 22, 2012, by and between Key Brand Entertainment Inc.

and Hollywood Media Corp.

Third Amended and Restated Articles of Incorporation.

75 unchanged sentences

and R&S Investments, LLC.

Second Amendment to Purchase Agreement dated as of May 11, 2012 between Hollywood Media Corp.

and R&S Investments, LLC.

Escrow Agreement, dated as of December 22, 2009, by and between Hollywood Media Corp., Key Brand Entertainment Inc.

2 unchanged sentences

and Hollywood Media Corp.

Amendment No.

1 to Second Lien Credit, Security and Pledge Agreement, dated as of April 22, 2012, by and among Key Brand Entertainment Inc., Theatre Direct NY, Inc., and Hollywood Media Corp.

Amendment No.

2 to Second Lien Credit, Security and Pledge Agreement, dated as of December 31, 2012, by and among Key Brand Entertainment Inc., Theatre Direct NY, Inc., and Hollywood Media Corp.

Subordination and Intercreditor Agreement, dated as of December 15, 2010, by and among JPMorgan Chase Bank, N.A., Hollywood Media Corp.

and Key Brand Entertainment Inc.

Amendment No.

1 to Subordination and Intercreditor Agreement, dated as of April 22, 2012, among JPMorgan Chase Bank, N.A., Hollywood Media Corp., and Key Brand Entertainment Inc.

Subordination and Intercreditor Agreement, dated as of December 31, 2012, among Terido LLP, Hollywood Media Corp., and Key Brand Entertainment Inc.

Warrant to Purchase Shares of Common Stock of Theatre Direct NY, Inc.

dated December 15, 2010

Amendment to the Warrant to Purchase Shares of Common Stock of Theatre Direct NY, Inc.

dated December 31, 2012

Agreement, dated as of October 7, 2010, among Hollywood Media Corp.

4 unchanged sentences

and Baseline Holdings LLC.

Share Purchase Agreement, dated as of May 1, 2012, between Hollywood Media Corp.

and Orchard Advertising Limited

Share Charge Deed, dated as of May 1, 2012, between Hollywood Media Corp.

and Orchard Advertising Limited

Assignment and Assumption of Membership Interest and Waiver dated as of August 28, 2012 among Hollywood Media Corp., Baseline Holdings LLC, Project Hollywood LLC, Mitchell Rubenstein and Laurie S.

Agreement dated as of August 28, 2012 between Hollywood Media Corp.

and R&S Investments, LLC.

Letter Agreement dated as of August 28, 2012 among Hollywood Media Corp., Mitchell Rubenstein and Laurie S.

Letter dated as of August 28, 2012 from R&S Investments, LLC to Hollywood Media Corp.

regarding a contingent additional payment.

Letter dated October 15, 2012 from Kaufman, Rossin & Co., P.A.

to the Securities and Exchange Commission.

Subsidiaries of Hollywood Media.

Consent of Kaufman, Rossin & Co., P.A.

Independent Registered Public Accounting Firm.

Consent of Marcum LLP Independent Registered Public Accounting Firm.

Consent of Kaufman Rossin & Co., P.A., Independent Registered Accounting Firm.

Certification of Chief Executive Officer (principal executive officer) pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended.

Certification of Chief Accounting Officer (principal financial and accounting officer) pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended.

Certification of Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer) pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended.

Certification of Chief Executive Officer (principal executive officer) pursuant to 18 U.S.C.

Certification of Chief Accounting Officer (principal financial and accounting officer) pursuant to 18 U.S.C.

Certification of Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer) pursuant to 18 U.S.C.

Assignment of General Partnership Interest, effective as of December 30, 2011, by and between The Estate of Martin H.

92 unchanged sentences

001-14332/ 12599088) filed February 13, 2012.

Incorporated by reference from Exhibit 2.1 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 12777791) filed April 25, 2012.

Incorporated by reference from Exhibit 10.1 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 12777791) filed April 25, 2012.

Incorporated by reference from Exhibit 10.2 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 12777791) filed April 25, 2012.

Incorporated by reference from Exhibit 10.1 filed with Hollywood Media’s Form 8-K/A (File/Film No.:

001-14332/ 12844591) filed May 15, 2012.

Incorporated by reference from Exhibit 10.2 filed with Hollywood Media’s Form 8-K/A (File/Film No.:

001-14332/ 12844591) filed May 15, 2012.

Incorporated by reference from Exhibit 10.1 filed with Hollywood Media’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File/Film No.:

001-14332/ 12845292) filed May 15, 2012.

Incorporated by reference from Exhibit 10.1 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 121071119) filed September 4, 2012.

Incorporated by reference from Exhibit 10.2 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 121071119) filed September 4, 2012.

Incorporated by reference from Exhibit 10.3 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 121071119) filed September 4, 2012.

Incorporated by reference from Exhibit 10.4 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 121071119) filed September 4, 2012.

Incorporated by reference from Exhibit 16.1 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 121150533) filed October 18, 2012.

Incorporated by reference from Exhibit 10.1 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 121293702) filed December 31, 2012.

Incorporated by reference from Exhibit 10.2 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 121293702) filed December 31, 2012.

Incorporated by reference from Exhibit 10.3 filed with Hollywood Media’s Form 8-K (File/Film No.:

001-14332/ 121293702) filed December 31, 2012.

Pursuant to the requirements

29 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures