Transaction Valuation(1)
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Amount of Filing Fee(2)
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$18,000,000
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$2,089.80
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(1)
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Estimated
solely for purposes of calculating the filing fee, this amount is based on
the purchase of 9,000,000 shares of common stock at the offer price of
$2.00 per share.
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(2)
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The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities and Exchange Act of 1934, as amended, equals $116.10 per
million of the value of the
transaction.
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¨
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid:
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Filing
Party:
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Form
or Registration No.:
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Date
Filed:
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¨
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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£
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third-party
tender offer subject to Rule 14d-1.
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T
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issuer
tender offer subject to
Rule 13e-4.
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£
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going-private
transaction subject to
Rule 13e-3.
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£
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amendment
to Schedule 13D under
Rule 13d-2.
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ITEM
1. SUMMARY TERM SHEET
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2
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ITEM
2. SUBJECT COMPANY INFORMATION
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2
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ITEM
3. IDENTITY AND BACKGROUND OF FILING PERSON
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2
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ITEM
4. TERMS OF THE TRANSACTION
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2
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ITEM
5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS
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3
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ITEM
6. PURPOSES OF THE TRANSACTION AND PLANS OR
PROPOSALS
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3
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ITEM
7. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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3
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ITEM
8. INTEREST IN SECURITIES OF THE SUBJECT
COMPANY
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4
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ITEM
9. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR
USED
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4
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ITEM
10. FINANCIAL STATEMENTS
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4
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ITEM
11. ADDITIONAL INFORMATION
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4
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ITEM
12. EXHIBITS
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4
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ITEM
13. INFORMATION REQUIRED BY SCHEDULE 13E-3
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6
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SIGNATURE
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7
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EXHIBIT
INDEX
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E-1
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EX-99.(a)(1)(A)
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EX-99.(a)(1)(B)
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EX-99.(a)(1)(C)
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EX-99.(a)(1)(D)
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EX-99.(a)(1)(E)
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EX-99.(a)(1)(F)
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EX-99.(a)(1)(G)
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EX-99.(a)(1)(H)
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EX-99.(a)(1)(I)
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EX-99.(d)(1)
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EX-99.(d)(2)
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EX-99.(d)(3)
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EX-99.(d)(4)
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EX-99.(d)(5)
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EX-99.(d)(6)
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EX-99.(d)(7)
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EX-99.(d)(8)
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ITEM
1.
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SUMMARY
TERM SHEET.
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ITEM
2.
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SUBJECT
COMPANY INFORMATION.
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ITEM
3.
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IDENTITY
AND BACKGROUND OF FILING PERSON.
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ITEM
4.
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TERMS
OF THE TRANSACTION.
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·
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Section
11 (“Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning the
Shares”);
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·
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Section
12 (“Effects of the Tender Offer on the Market for Shares; Registration
under the Exchange Act”);
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ITEM
5.
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PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
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ITEM
6.
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PURPOSES
OF THE TRANSACTION AND PLANS OR
PROPOSALS.
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ITEM
7.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
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ITEM
8.
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INTEREST
IN SECURITIES OF THE SUBJECT
COMPANY.
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ITEM
9.
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PERSONS/ASSETS
RETAINED, EMPLOYED, COMPENSATED OR
USED.
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ITEM
10.
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FINANCIAL
STATEMENTS.
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ITEM
11.
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ADDITIONAL
INFORMATION.
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ITEM
12.
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EXHIBITS.
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(a)(1)(A)
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Offer
to Purchase dated January 18, 2011.
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(a)(1)(B)
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Letter
of Transmittal.
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(a)(1)(C)
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Notice
of Guaranteed Delivery.
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(a)(1)(D)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
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(a)(1)(E)
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Letter
to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
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(a)(1)(F)
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Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W−9.
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(a)(1)(G)
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Press
Release dated January 18, 2011.
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(a)(1)(H)
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Summary
Advertisement.
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(a)(1)(I)
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Letter
to Shareholders.
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(b)
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Not
Applicable.
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(d)(1)
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1993
Stock Option Plan, as amended effective October 1, 1999 (incorporated by
reference from the exhibit filed with Hollywood Media’s Annual Report on
Form 10-K for the year ended December 31, 1999).
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(d)(2)
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Directors
Stock Option Plan, as amended effective May 1, 2003 (incorporated by
reference from Appendix B to Hollywood Media’s Proxy Statement filed on
November 13, 2003 for its 2003 Annual Meeting of
Shareholders).
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(d)(3)
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2000
Stock Incentive Plan, as amended October 30, 2003 (incorporated by
reference from Appendix C to Hollywood Media’s Proxy Statement filed on
November 13, 2003 for its 2003 Annual Meeting of
Shareholders).
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(d)(4)
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2004
Stock Incentive Plan (incorporated by reference from Appendix B to
Hollywood Media’s Proxy Statement filed on November 4, 2004 for its 2004
Annual Meeting of Shareholders).
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(d)(5)
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Amended
and Restated Rights Agreement dated as of August 23, 1996 between
Hollywood Media Corp. (f/k/a Big Entertainment, Inc.) and American Stock
Transfer & Trust Company, as Rights Agent (Incorporated by reference
from the exhibit filed with Hollywood Media’s Current Report on Form 8-K
filed on October 20, 1999).
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(d)(6)
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Amendment
No. 1, dated as of December 9, 2002, to Amended and Restated Rights
Amendment dated as of August 23, 1996 between Hollywood Media Corp. and
American Stock Transfer & Trust Company (incorporated by reference
from the exhibit filed with Hollywood Media’s Current Report on Form 8-K
filed on December 10, 2002).
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(d)(7)
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Amendment
No. 2, dated as of September 1, 2006, to the Amended and Restated Rights
Agreement dated as of August 23, 1996, as amended December 9, 2002,
between Hollywood Media Corp. and American Stock Transfer & Trust
Company (incorporated by reference from the exhibit filed with Hollywood
Media’s Current Report on Form 8-K filed on September 5,
2006).
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(d)(8)
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Amendment
No. 3, dated as of January 13, 2011, to the Amended and Restated Rights
Agreement dated as of August 23, 1996, as amended by Amendment No. 1 dated
as of December 9, 2002 and Amendment No. 2 dated as of September 1, 2006,
between Hollywood Media Corp. and American Stock Transfer & Trust
Company (incorporated by reference from the exhibit filed with Hollywood
Media’s Current Report on Form 8-K filed on January 14,
2011).
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(g)
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Not
Applicable.
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(h)
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Not
Applicable.
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ITEM
13.
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INFORMATION
REQUIRED BY SCHEDULE 13E-3.
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HOLLYWOOD
MEDIA CORP.
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By:
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/s/ Mitchell Rubenstein
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Name: Mitchell
Rubenstein
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Title: Chief
Executive Officer
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Exhibit
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Description
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(a)(1)(A)
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Offer
to Purchase dated January 18, 2011.
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(a)(1)(B)
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Letter
of Transmittal.
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(a)(1)(C)
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Notice
of Guaranteed Delivery.
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(a)(1)(D)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
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(a)(1)(E)
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Letter
to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
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(a)(1)(F)
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Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W−9.
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(a)(1)(G)
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Press
Release dated January 18, 2011.
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(a)(1)(H)
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Summary
Advertisement.
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(a)(1)(I)
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Letter
to Shareholders.
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(b)
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Not
Applicable.
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(d)(1)
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1993
Stock Option Plan, as amended effective October 1, 1999 (incorporated by
reference from the exhibit filed with Hollywood Media’s Annual Report on
Form 10-K for the year ended December 31, 1999).
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(d)(2)
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Directors
Stock Option Plan, as amended effective May 1, 2003 (incorporated by
reference from Appendix B to Hollywood Media’s Proxy Statement filed on
November 13, 2003 for its 2003 Annual Meeting of
Shareholders).
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(d)(3)
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2000
Stock Incentive Plan, as amended October 30, 2003 (incorporated by
reference from Appendix C to Hollywood Media’s Proxy Statement filed on
November 13, 2003 for its 2003 Annual Meeting of
Shareholders).
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(d)(4)
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2004
Stock Incentive Plan (incorporated by reference from Appendix B to
Hollywood Media’s Proxy Statement filed on November 4, 2004 for its 2004
Annual Meeting of
Shareholders).
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(d)(5)
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Amended
and Restated Rights Agreement dated as of August 23, 1996 between
Hollywood Media Corp. (f/k/a Big Entertainment, Inc.) and American Stock
Transfer & Trust Company, as Rights Agent (Incorporated by reference
from the exhibit filed with Hollywood Media’s Current Report on Form 8-K
filed on October 20, 1999).
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(d)(6)
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Amendment
No. 1, dated as of December 9, 2002, to Amended and Restated Rights
Amendment dated as of August 23, 1996 between Hollywood Media Corp. and
American Stock Transfer & Trust Company (incorporated by reference
from the exhibit filed with Hollywood Media’s Current Report on Form 8-K
filed on December 10, 2002).
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(d)(7)
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Amendment
No. 2, dated as of September 1, 2006, to the Amended and Restated Rights
Agreement dated as of August 23, 1996, as amended December 9, 2002,
between Hollywood Media Corp. and American Stock Transfer & Trust
Company (incorporated by reference from the exhibit filed with Hollywood
Media’s Current Report on Form 8-K filed on September 5,
2006).
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(d)(8)
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Amendment
No. 3, dated as of January 13, 2011, to the Amended and Restated Rights
Agreement dated as of August 23, 1996, as amended by Amendment No. 1 dated
as of December 9, 2002 and Amendment No. 2 dated as of September 1, 2006,
between Hollywood Media Corp. and American Stock Transfer & Trust
Company (incorporated by reference from the exhibit filed with Hollywood
Media’s Current Report on Form 8-K filed on January 14,
2011).
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(g)
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Not
Applicable.
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(h)
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Not
Applicable.
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