8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of the earliest event reported) May 1, 2012

______________________

HOLLYWOOD MEDIA CORP.

(Exact Name of Registrant as Specified in Its Charter)

Florida	1-14332	65-0385686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2255 Glades Road, Suite 221A, Boca Raton, Florida	33431
(Address of Principal Executive Offices)	(Zip Code)

(561) 998-8000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On May 1, 2012, Hollywood Media Corp. (“Hollywood Media”) entered into a share purchase agreement (the “Purchase Agreement”) with Orchard Advertising Limited (“Buyer”), pursuant to which Hollywood Media sold, and Buyer purchased, the entire issued share capital of Cinemasource (the “Purchased Shares”). There are no material relationships among Hollywood Media and Buyer or any of their respective affiliates other than in respect of the Purchase Agreement and the related ancillary agreements.

Pursuant to the Purchase Agreement, the purchase price for the Purchased Shares is U.S. $250,000, payable in cash in twenty equal quarter-annual installments of U.S. $12,500 each over a period of five years. Subject to the terms and conditions of the Purchase Agreement, the first installment of the purchase price is due on July 31, 2012 and subsequent installments of the purchase price are due every three calendar months thereafter.

The purchase price for the Purchased Shares is secured by a lien on the Purchased Shares (and certain dividends, payments or other derivative assets received in respect of the Purchased Shares) pursuant to the terms of the share charge deed, dated as of May 1, 2012, between Hollywood Media and Buyer (the “Share Charge Deed”). Except as permitted by the Purchase Agreement, the Share Charge Deed also restricts Buyer from (i) permitting any other lien to exist against the Purchased Shares (and certain dividends, payments or other derivative assets received in respect of the Purchased Shares), (ii) selling or transferring the Purchased Shares (and certain dividends, payments or other derivative assets received in respect of the Purchased Shares), and (iii) disposing of the equity of redemption in respect of the Purchased Shares (and certain dividends, payments or other derivative assets received in respect of the Purchased Shares).

In the event of (i) a transaction whereby any persons or group of persons acting in concert purchase at least 80% of the Purchased Shares or at least 80% of the issued share capital of each of the subsidiaries of Cinemasource or Buyer or (ii) a transaction whereby any person or group of persons acting in concert purchase the whole or substantially the whole of the business and assets of Cinemasource and its subsidiaries (each, an “Exit Event”), then (A) if the proposed purchaser in such Exit Event is a “connected person” to Buyer (as set forth in the Purchase Agreement) or if the aggregate consideration payable to Buyer, Cinemasource and its subsidiaries, and/or the shareholders of Buyer in respect of an Exit Event (the “Subsequent Sale Proceeds”) exceeds the balance of the purchase price remaining to be paid by Buyer to Hollywood Media under the Purchase Agreement (the “Balance”), then the Balance shall become immediately payable to Hollywood Media or (B) if the proposed purchaser is not a “connected person” to Buyer and the Subsequent Sale Proceeds are less than the Balance, then Buyer will pay to Hollywood Media the amount of the Subsequent Sale Proceeds in lieu of the Balance, unless Hollywood Media requests that the Purchased Shares are transferred back to Hollywood Media (and Buyer transfers the Purchased Shares back to Hollywood Media) in satisfaction of the Balance.

Cinemasource and its subsidiaries were part of Hollywood Media’s Ad Sales Division.

The foregoing summary of the Purchase Agreement and the Share Charge Deed and the transactions contemplated by the Purchase Agreement and the Share Charge Deed do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase Agreement and the Share Charge Deed, each of which are respectively filed as Exhibits 10.1 and 10.2 hereto and are incorporated by reference into this Current Report on Form 8-K.

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The Purchase Agreement and the Share Charge Deed are described in, and attached as exhibits to, this Current Report on Form 8-K only to provide investors and security holders with information regarding their respective terms and conditions and not to provide any factual, business or operational information about Hollywood Media or Buyer. Moreover, the Purchase Agreement and the Share Charge Deed contain representations and warranties made by Hollywood Media to Buyer and representations and warranties made by Buyer to Hollywood Media as of specific dates. The assertions embodied in those representations and warranties were made solely for the benefit of the parties to the Purchase Agreement and the Share Charge Deed and may be subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement and the Share Charge Deed. Certain representations and warranties made in the Purchase Agreement and the Share Charge Deed as of a specified date also may be subject to contractual standards of materiality different from those generally applicable to shareholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. In addition, information concerning the subject matter of the representations and warranties contained in the Purchase Agreement or the Share Charge Deed may have changed since the date of the Purchase Agreement or the Share Charge Deed. The representations and warranties in the Purchase Agreement and the Share Charge Deed (i) may not describe the actual state of affairs as of the date they were made or at any other time and (ii) should not be read alone but instead should be read in conjunction with the other information contained in the reports, statements and documents Hollywood Media publicly files with the SEC. Additional information about Hollywood Media may be found in Hollywood Media’s other public files, which are available without charge through the SEC’s website at http://www.sec.gov and on Hollywood Media’s website at http://www.hollywoodmedia.com.

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SECTION 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

Exhibit Number	Description
10.1	Share Purchase Agreement, dated as of May 1, 2012, between Hollywood Media Corp. and Orchard Advertising Limited
10.2	Share Charge Deed, dated as of May 1, 2012, between Hollywood Media Corp. and Orchard Advertising Limited

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Hollywood Media Corp.
Date: May 7, 2012	By:	/s/ Mitchell Rubenstein
		Name: Mitchell Rubenstein Title: Chief Executive Officer

 

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Share Purchase Agreement, dated as of May 1, 2012, between Hollywood Media Corp. and Orchard Advertising Limited
10.2	Share Charge Deed, dated as of May 1, 2012, between Hollywood Media Corp. and Orchard Advertising Limited

EX-10.1

Exhibit 10.1

Dated 1^st may 2012

------------

Share purchase agreement

Between

HOLLYWOOD MEDIA CORPORATION

and

ORCHARD ADVERTISING LIMITED

THIS AGREEMENT is dated 1^st May 2012

Parties

(1) HOLLYWOOD MEDIA CORP incorporated and registered in the United States of America whose registered office is at 2255 Glades Road Suite 221A, Boca Raton, FL 33431 (Seller).

(2) ORCHARD ADVERTISING LIMITED incorporated and registered in England and Wales with company number 8006157 whose registered office is at Clifford House, 34-36 Orchard Road, Lytham St Annes, FY8 1PF(Buyer).

Background

The Seller has agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms and conditions of this agreement.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Accounts: audited financial statements of the Company and the Subsidiaries for the period ended 31 December 2011 comprising individual accounts of the Company and each of the Subsidiaries, the consolidated group accounts of the Company and its Subsidiaries including in each case the balance sheet, profit and loss account together with the notes on them, a cash flow statement and an auditor's and directors' reports

Asset Sale: means any bona fide transaction whereby any person or group of persons acting in concert purchase the whole or substantially the whole of the business and assets of the Cinemasource Group

Cinemasource Group: Cinemasource and each of the Subsidiaries.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for business.

Buyer's Solicitors: Atticus Legal LLP of Castlefield House, Liverpool Road, Manchester M3 3SB.

Charge: the charge to be granted over the Sale Shares pursuant to clause 3.4.

CinemasOnline Agreement: means the agreement entered into between (1) Pelican Consultants LLP and (2) WWW.CO.UK Limited, Cinemas Online Limited and UK Theatres Online Limited dated 18 November 2010.

Cinemasource: Cinemasource UK Limited, a company incorporated and registered in England and Wales with company number 05560413 whose registered office is at 100 Fetter Lane, London, EC4A 1BN

Company: Cinemasource.

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Completion: completion of the sale and purchase of the Sale Shares in accordance with this agreement.

Completion Date: the date of this agreement.

Connected Person has the meaning set out in section 839 Income and Corporation Taxes Act 1988

Encumbrance: any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.

Exit Event: means the first to happen of the following:

(a) a Share Sale; or

(b) an Asset Sale.

Event of Insolvency: means where the Buyer or UK Theatres Online Limited goes or is put into liquidation (other than solely for amalgamation or reconstruction), administration or receivership.

Inter Company Debts: all monies owing or which may become owing after today’s date from the Company or the Subsidiaries to any members of the Seller’s Group including any interest thereon.

Management Accounts: the unaudited consolidated balance sheet and the unaudited consolidated profit and loss account of the Company and its subsidiaries for the period of 4 months ended 30 April 2012.

Purchase Price: the purchase price for the Sale Shares to be paid by the Buyer to the Seller in accordance with clause 3

.

Relevant Date: has the meaning given to it in clause 5.2.

Sale Shares: 2 ordinary shares of £1 each being the entire issued share capital of the Company.

Seller's Solicitors: DAC Beachcroft LLP of 100 Fetter Lane, London, EC4A 1BN.

Seller’s Group: the Seller and its subsidiary companies other than the Company and the Subsidiaries.

Share Sale: means any bona fide transaction whereby any persons or group of persons acting in concert purchase at least 80% of the Sale Shares or at least 80% of the issued share capital of each of the Subsidiaries or the Buyer.

Subsequent Sale Proceeds: the aggregate consideration payable to the Buyer and/or the Companies and/or to the shareholders of the Buyer in respect of an Exit Event.

Subsidiaries: means the subsidiaries of the Company being:

(a) UK Theatres Online Limited (Company Number 3850910),

(b) Spring Leisure Limited (Company number 05102050),

(c) Cinemasonline Limited (Company number 5161573); and

(d) WWW.Co.UK Limited (Company number 04285425).

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subsidiary undertaking and parent undertaking: mean a "subsidiary undertaking" and a "parent undertaking" as defined in section 1162 of the Companies Act 2006.

Unknown Amount: any current actual or contingent financial liability of any of the Company and the Subsidiaries which has resulted from any action of the Seller’s Group and which is not within the actual knowledge of Jeffrey Spector.

Warranties: the warranties and representations set out in schedule 2.

1.2 Clause and Schedule headings do not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.

1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.5 Documents in agreed form are documents in the form agreed by the parties or on their behalf and initialled by them or on their behalf for identification.

1.6 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule.

1.7 References to this agreement include this agreement as amended or varied in accordance with its terms.

1.8 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Sale and purchase

On the terms of this agreement, the Seller shall sell and the Buyer shall buy, with effect from Completion, the Sale Shares with full title guarantee, free from all Encumbrances and together with all rights that attach (or may in the future attach) to them including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the date of this agreement.

3. Purchase price

3.1 The Purchase Price is US$250,000, payable in cash in 20 equal instalments of $US12,500 each over a period of 5 years commencing on the Completion Date. The first instalment shall fall due on 31 July 2012 and subject to clauses 3.2 and 3.3, subsequent instalments shall fall due every 3 calendar months thereafter. Payment of instalments shall be made within 5 Business Days of the due date for that instalment.

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3.2 In the event that the Buyer fails to pay an instalment of the Purchase Price on the due date for payment or the Buyer suffers an Event of Insolvency, the Seller may serve a notice on the Buyer to pay such instalment within 5 Business Days of receipt of such notice. If such overdue amount is not paid within the said 5 Business Days, then the full balance of Purchase Price remaining to be paid shall become immediately payable.

3.3 Upon the occurrence of a potential Exit Event the Buyer shall promptly notify the Seller of such and provide the Seller with all information reasonably requested by it in relation to such event including the amount of the proposed Subsequent Sale Proceeds (“Subsequent Sale Notice”) and:

(a) in the event that the proposed Subsequent Sale Proceeds exceed the balance of the Purchase Price remaining to be paid by the Buyer to the Seller under the agreement (“Balance”) or the proposed purchaser is a Connected Person to the Buyer, the Buyer shall be entitled to proceed with such Exit Event provided that the Balance shall become immediately payable to the Seller;

(b) in the event that the Subsequent Sale Proceeds are less than the Balance and the proposed purchaser is not a Connected Person to the Buyer, then the Buyer shall pay to the Seller the amount of the Subsequent Sale Proceeds in lieu of the Balance (and any remaining Purchase Price due to the Seller shall be irrevocably waived) unless within 10 Business Days of receiving the Subsequent Sale Notice the Seller requests that the Sale Shares are transferred back to the Seller in which case, the Buyer shall transfer the Sale Shares back to the Seller (and any remaining Purchase Price due to the Seller shall be irrevocably waived;

and in either case the Seller shall release the Charge.

3.4 The Purchase Price will be secured by a first charge in the agreed form over the Sale Shares which shall be entered into at Completion.

3.5 Any amount repaid by the Seller to the Buyer in satisfaction of any claim made by the Buyer under the Warranties shall be treated as a reduction by that amount in the Purchase Price.

4. Completion

4.1 Completion shall take place on the Completion Date at the offices of the Buyer’s Solicitors forthwith upon signature of this Agreement.

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4.2 At Completion the Seller shall:

(a) deliver or cause to be delivered the documents and evidence set out in Part 1 of Schedule 1;

(b) procure that all security and/or cross guarantees entered into by any member of the Cinemasource Group in favour of or in relation to the Seller’s Group shall be released without any financial cost to the Buyer or the Company and/or the Subsidiaries;

(c) procure that a board meeting of Company is held at which the matters identified in Part 2 of Schedule 1 are carried out; and

(d) deliver any other documents referred to in this agreement as being required to be delivered by the Seller.

4.3 At Completion the Buyer shall deliver or cause to be delivered the Charge.

5. Warranties and indemnity

5.1 The Buyer is entering into this agreement in reliance on the Warranties.

5.2 The Buyer acknowledges that no liability shall attach to the Seller in respect of:

(a) Any matter of which the Buyer or any of its officers or Jeffrey Spector is aware;

(b) Any matter which existed on the date upon which Cinemasource acquired the Subsidiaries (“the Relevant Date”).

5.3 The Seller warrants and represents to the Buyer that so far as it is aware each Warranty is true, accurate and not misleading on today’s date.

5.4 Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement.

5.5 The Seller agrees to indemnify and keep indemnified all members of the Cinemasource Group against any claim by, demand from or liability to any company in the Seller’s Group or any company who at any time between the Relevant Date and the date of this Agreement has been a member of the Seller’s Group, including, but not limited to, entities known as Broadway.com and Theatre.com

6. Seller’s undertakings and waiver

6.1 The Seller undertakes to pay Crossley & Davies its fees in respect of any work undertaken or to be undertaken at the request of the Seller’s Group and/or the Cinemasource Group in order to comply with reporting obligations including but not limited to the preparation of the Accounts and the Management Accounts and any audit work required in relation thereto or any accounting work or audits for future accounting periods requested by the Seller’s Group (including without limitation quarterly audits and the annual audit for the year ending 31 December 2012).

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6.2 The Seller agrees that it hereby irrevocably and unconditionally waives each and every right of repayment, claim, action or otherwise, past, present or future and whether actionable at the date of this agreement or otherwise which may arise or which may have arisen in respect of the Inter-Company Debts and that accordingly:

(a) The Inter-Company Debts are extinguished;

(b) Neither the Company nor any of the Subsidiaries have any liability of any nature whatsoever to the Seller or any member of the Seller’s Group (save in respect of payment of the Purchase Price); and

(c) To the extent such liability exists the Company and each of the Subsidiaries are hereby unconditionally released from such liability.

7. Confidentiality and announcements

7.1 Except so far as may be required by law, and in such circumstances only after prior consultation with the Buyer, the Seller shall not at any time disclose to any person or use to the detriment of the Cinemasource Group any confidential information which it holds in relation to the Cinemasource Group and its affairs.

7.2 Neither party shall make any announcement relating to this agreement or its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority (in which case the parties shall co-operate, in good faith, in order to agree the content of any such announcement so far as practicable prior to it being made), provided that nothing in this clause shall prevent the Buyer from announcing the fact that the acquisition has taken place to staff, sales agents, potential investors and funders.

8. Further assurance and matters following completion

The Seller shall (at its expense) promptly execute and deliver all such documents, and do all such things, as the Buyer may from time to time reasonably require for the purpose of giving full effect to the provisions of this agreement.

Following Completion the Buyer shall (at the sole cost of the Seller to be paid in advance or secured to the satisfaction of Crossley & Davies) procure that the Cinemasource Group shall produce the Accounts and the Management Accounts and shall provide them to the Seller so as to ensure that the Seller shall comply with its legally binding reporting obligations.

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9. Whole agreement

This agreement constitutes the whole agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

10. Variation and waiver

10.1 Variations of this agreement must be written and signed by/on behalf of the parties.

10.2 Any waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given and shall not prevent the party who has given the waiver from subsequently relying on the provision it has waived.

10.3 No failure to exercise or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.

10.4 No single or partial exercise of any right or remedy under this agreement shall preclude or restrict the further exercise of any such right or remedy.

10.5 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

11. Miscellaneous

11.1 If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

11.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

11.3 Unless otherwise provided, all costs in connection with the negotiation, preparation, execution and performance of this agreement, and any documents referred to in it, shall be borne by the party that incurred the costs.

11.4 This agreement (other than obligations that have already been fully performed) remains in full force after Completion.

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11.5 The rights and obligations of the parties under this agreement shall continue for the benefit of, and shall be binding on, their respective successors and assigns.

11.6 This agreement may be executed in two counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.

11.7 This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes and claims) are governed by and construed in accordance with the law of England.

11.8 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes and claims).

 This agreement is executed and delivered as a deed by the parties and on the date stated at the beginning of this deed.

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Schedule 1   Completion

Part 1.What the Seller shall deliver to the Buyer at Completion

At Completion, the Seller shall deliver or cause to be delivered to the Buyer the following documents and evidence:

(a) transfers of the Sale Shares in favour of the Buyer;

(b) the share certificates for the Sale Shares in the names of the registered holders or an indemnity in the agreed form for any lost certificates;

(c) the written resignation, executed as a deed and in the agreed form, of:

(i) Laurie S Silvers as secretary of the Company;

(ii) Mitchell Rubenstein as a drector of the Company;

(iii) Laurie S Silvers as a director of the Company

(d) certificates in respect of all issued shares in the capital of each of the Subsidiaries;

(e) in relation to the Company and the Subsidiaries, the statutory registers and minute books (written up to the time of Completion), the common seal, certificate of incorporation and any certificates of incorporation on change of name;

(f) a release of all charges, mortgages, debentures and guarantees to which each member of the Cinemasource Group is a party

Part 2.Matters for the board meetings at Completion

The Seller shall cause a board meeting of the Company to be held at Completion at which the matters set out in this Part 2 of this Schedule 1 shall take place.

(a) A resolution to register the transfer of the Sale Shares shall be passed at such board meeting of the Company.

(b) All directors and the secretary of the Company shall resign from their offices and employment with the Company with effect from the end of the relevant board meeting

(c) The persons the Buyer nominates shall be appointed as directors and secretary of the Company. The appointments shall take effect at the end of the board meeting.

(d) The address of the registered office of the Company shall be changed to the address required by the Buyer.

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Schedule 2Warranties

1. Power to sell the sale shares

1.1 The Seller has taken all necessary action and has all requisite power and authority to enter into and perform this agreement in accordance with its terms and the other documents referred to in it.

1.2 This agreement and the other documents referred to in it constitute (or shall constitute when executed) valid, legal and binding obligations on the Seller in the terms of the agreement and such other documents.

1.3 Compliance with the terms of this agreement and the documents referred to in it shall not breach or constitute a default under any of the following:

(a) any agreement or instrument to which the Seller is a party or by which it is bound; or

(b) any order, judgment, decree or other restriction applicable to the Seller.

2. Shares in the company and subsidiaries

2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid.

2.2 The Seller is the sole legal and beneficial owner of the Sale Shares and the Subsidiaries are the wholly owned subsidiaries of the Company.

2.3 The Company is the sole legal and beneficial owner of the whole allotted and issued share capital of each of the Subsidiaries.

2.4 The Sale Shares and the issued shares of the Subsidiaries are free from all Encumbrances and no commitment has been given to create an Encumbrance affecting the Sale Shares or the issued shares of the Subsidiaries.

2.5 No right has been granted to any person to require any member of the Cinemasource Group to issue any share capital and no Encumbrance has been created and no commitment has been given to create an Encumbrance in favour of any person affecting any unissued shares or debentures or other unissued securities of any member of the Cinemasource Group.

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3. Transactions with the Seller and Unknown amounts

3.1 There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between the members of the Cinemasource Group and any of the following:

(a) any member of the Seller's Group or any person Connected with the Seller; or

(b) any director of a member of the Seller's Group or any person Connected with such a member or director.

3.2 Neither the Seller, nor any person Connected with the Seller, is entitled to a claim of any nature against the Company or any of the Subsidiaries or has assigned to any person the benefit of a claim against the Company or any of those Subsidiaries to which the Seller or a person Connected with the Seller would otherwise be entitled.

3.3 There are no Unknown Amounts.

4. Finance and guarantees

4.1 No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company or any of the Subsidiaries or any third party in respect of borrowings or other obligations of the Cinemasource Group.

5. Intellectual Property

5.1 The Seller warrants that all the intellectual property rights that were vested in the Cinemasource Group at the Relevant Date remain vested in the Cinemasource Group at the date hereof save as disposed of under the CinemasOnline Agreement and there is no agreement or arrangement in place to dispose of or licence such rights to the Seller, the Seller’s Group or any third party.

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Executed and delivered as a Deed by Orchard Advertising Limited by a director in the presence of a witness	/s/ Jeffrey Spector                                     Director /s/ B England                                             Signature of witness Name : MCS B ENGLAND Address: 9 CORBRIDGE CLOSE                  BLACKPOOL                  F74 SEZ Occupation: CREDIT CONTROLLER
Executed and delivered as a Deed by Hollywood Media Corp LLC by a director in the presence of a witness	/s/ Mitchell Rubenstein                                 Director /s/ Tammy Hedge                                            Signature of witness Name : Tammy Hedge Address: 2255 Glades Rd Suite 221A                  Boca Raton, FL 33431 Occupation: CFO

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EX-10.2 3 v312160_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

Dated 1^ST MAY2012

ORCHARD ADVERTISING LIMITED (1)

and

HOLLYWOOD MEDIA CORP (2)

SHARE CHARGE

DEED

Atticus Legal LLP

Castlefield House

Liverpool Road

Manchester

M3 4SB

Index to Clauses

1.	Definitions and interpretation	2
2.	Covenant to pay	4
3.	Charge	4
4.	Negative pledge and restrictions on dealing	4
5.	Representations and warranties by the Chargor	5
6.	Covenants by the Chargor	6
7.	Notice of subsequent charges	7
8.	Enforcement and powers of the Chargee	8
9.	Application of monies	9
10.	Continuing security	9
11.	Power of attorney	9
12.	Further assurances	9
13.	Avoidance of payments	10
14.	Delegation	10
15.	Costs and expenses	10
16.	Indemnity	10
17.	Notices	10
18.	Assignment	11
19.	Miscellaneous	11
20.	Law and jurisdiction	12

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THIS DEED is dated 1^st May 2012 and made BETWEEN:

(1) ORCHARD ADVERTISING LIMITED incorporated and registered in England and Wales with company number 8006157 whose registered office is at 34 -36 Orchard Road, Lytham St Annes, Lancashire, FY8 1PF (Chargor); and

(2) HOLLYWOOD MEDIA CORPORATION incorporated and registered in the United States of America whose registered office is at 2255 Glades Road Suite 221A, Boca Raton, FL 33431 (Chargee).

IT IS AGREED as follows:

1. Definitions and interpretation

1.1. In this Deed, unless the context otherwise requires:

Administrator means an administrator appointed to manage the affairs, business and property of the Chargor pursuant to clause 8;

Authorisation means an authorisation (including, without limitation, a consent, approval, resolution, licence, permit, exemption, filing, notarisation or registration);

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London;

Derivative Assets means:

(a) allotments, rights, monies or other assets arising from the Sale Shares by way of conversion, exchange, redemption, bonus, preference, option or otherwise;

(b) dividends, distributions, interest and other income paid, or payable, in respect of the Sale Shares; and

(c) stocks, shares and other securities offered in addition to, or in substitution for, the Sale Shares;

euro or € means the single currency of the Participating Member States;

LPA means the Law of Property Act 1925;

Participating Member State means a member state of the European Union that adopts, or has adopted, the single currency in accordance with legislation of the European Union for the time being relating to European Monetary Union;

Secured Liabilities means all present and future monies, obligations and liabilities owed by the Chargor to the Chargee, whether actual or contingent and whether owed jointly or severally, as principal or surety and/or in any other capacity whatsoever, under or in connection with the Share Purchase Agreement;

Security Assets means the Sale Shares and the Derivative Assets (and includes any part of, or any interest in, such assets);

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Security Interest means any mortgage, charge, pledge, lien, assignment by way of security, hypothecation or any other agreement or arrangement having the effect of conferring security;

Security Period means the period beginning on the date of this Deed and ending on the date on which all the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full;

Share Purchase Agreement means the share purchase agreement dated on the date hereof between the Chargor, and the Chargee;

Sterling and £ mean the lawful currency for the time being of the United Kingdom.

1.2. Words and expressions defined in the Share Purchase Agreement shall, in addition to those set out at clause 1.1 above and unless the context requires otherwise, bear the same meaning when used in this Deed.

1.3. In this Deed, unless the context otherwise requires:

(a) clause headings are inserted for ease of reference only and are not to affect the interpretation of this Deed;

(b) references to clauses are to clauses of this Deed;

(c) words importing the plural shall include the singular and vice versa;

(d) any reference to a person includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(e) any reference to Chargee or Chargor shall be construed so as to include its successors in title and, in the case of the Chargee, its permitted assigns and transferees, whether direct or indirect;

(f) any reference to this Deed or any other document shall be construed as a reference to this Deed or such other document as amended and/or restated from time to time and be deemed to include any instruments amending, varying, supplementing, novating or replacing the terms respectively thereof from time to time;

(g) any reference to a statutory provision shall be construed as a reference to that statutory provision as amended, supplemented, re-enacted or replaced from time to time (whether before or after the date of this Deed) and shall include any orders, regulations, instruments or other subordinated legislation made under or deriving validity from that statutory provision;

(h) any reference to assets includes present and future properties, revenues and rights of every description;

(i) any reference to a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental or inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation whatsoever;

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(j) any reference to a disposal includes any sale, assignment or transfer, the grant of an option or similar right or the creation of a trust or other equitable interest in favour of a third party, and dispose shall be construed accordingly; and

2. Covenant to pay

The Chargor hereby covenants with the Chargee that it will on demand pay and discharge the Secured Liabilities as and when the same become due for payment and discharge, whether by acceleration or otherwise.

3. Charge

The Chargor with full title guarantee and as a continuing security for the payment and discharge of the Secured Liabilities hereby charges in favour of the Chargee by way of equitable charge the Sale Shares, together with all Derivative Assets from time to time accruing thereto.

4. Negative pledge and restrictions on dealing

The Chargor shall not, during the Security Period, save with the prior written consent of the Chargee or as may be permitted by the Share Purchase Agreement;

(a) create, or agree or attempt to create, or permit to subsist in favour of any person other than the Chargee any Security Interest over the whole or any part of the Security Assets;

(b) (whether by a single transaction or a number of related or unrelated transactions) sell, transfer or otherwise dispose of all or any part of the Security Assets (or any interest therein) or the right to receive or to be paid the proceeds arising on the disposal of the same or agree or attempt to do so; and

(c) dispose of the equity of redemption in respect of all or any part of the Security Assets.

5. Representations and warranties by the Chargor

5.1. The Chargor represents and warrants to the Chargee that:

(a) it is a company, duly incorporated and validly existing under the law of its jurisdiction of incorporation;

(b) it has the necessary power to enter into, and perform its obligations under, this Deed and has taken all necessary action to authorise the entry into, and the performance of its obligations under, this Deed;

(c) the obligations expressed to be assumed by it under this Deed constitute its legal, valid, binding and enforceable obligations;

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(d) all Authorisations required or desired to enable or entitle it to enter into, and comply with its obligations under, this Deed have been obtained and are in full force and effect;

(e) it is (subject to the terms of this Deed) the sole legal and beneficial owner of the Security Assets; and

(f) the Sale Shares represent the whole of the issued share capital of the Company;

(g) there has been no amendment, variation or alteration to the memorandum and articles of association of the Company since the date of this Deed (other than any amendment, variation or alteration to which the Chargee has consented to in writing).

(h) the Sale Shares have been validly issued and are fully paid up.

5.2. Each of the representations and warranties set out in clause 5.1 are made on the date of this Deed and are deemed to be repeated by the Chargor on each day during the Security Period with reference to the facts and circumstances then existing.

6. Covenants by the Chargor

6.1. The covenants in this clause 6 shall remain in force throughout the Security Period.

6.2. The Chargor covenants with the Chargee that it shall:

(a) duly and promptly pay all calls, instalments or other monies which may from time to time become due in respect of any of the Security Assets (it being acknowledged by the Chargor that the Chargee shall not in any circumstances incur any liability whatsoever in respect of any such calls, instalments or other monies);

(b) following execution of this Deed (or on later receipt) and if requested by the Chargee, deposit with the Chargee (or as it may direct) all certificates or documents of title in respect of the Security Assets, together with a duly executed and stamped (but undated) instrument of transfer or an assignment (as appropriate) thereof in blank; and

(c) deliver to the Chargee any Derivative Assets.

6.3. On and after the security constituted by this Deed becoming enforceable, the Chargee shall, without prejudice to its other rights under this Deed, be entitled to:

(a) complete any instrument of transfer and have all or any of the Security Assets registered in its name;

(b) exercise all voting and other rights and powers attached to the Security Assets; and

(c) receive and retain all dividends, interest and other monies paid in respect of the Security Assets for application in, or towards, satisfaction of the Secured Liabilities (and if the Chargor receives any such dividends, interest or other monies, it shall hold them on trust for the Chargee and forthwith pay them to the Chargee).

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6.4. If the Chargor fails to comply with any of the covenants set out in clause 6.2, the Chargor will allow (and hereby irrevocably authorises) the Chargee and/or such person as it shall nominate to take such action on behalf of the Chargor as shall be necessary to ensure that such covenants are complied with.

6.5. All sums payable by the Chargor under this clause shall be payable on demand by the Chargee.

7. Enforcement and powers of the Chargee

7.1. The security constituted by this Deed shall become immediately enforceable at any time on, or after 10 working days after the date on which the Chargee properly demands in writing the payment or discharge of all, or any part, of the Secured Liabilities in accordance with the Share Purchase Agreement. After the security constituted by this Deed has become enforceable, the Chargee may enforce all or any part of the security as it sees fit and the Chargee may exercise all powers conferred on mortgagees by the LPA (as varied or extended by this Deed) and the restrictions contained in section 103 LPA shall not apply to this Deed. For the purposes of all powers implied by statute, the Secured Liabilities are deemed to have become due and payable on the date of this Deed.

7.2. The powers conferred on the Chargee under this Deed shall be extended so as to authorise the Chargee to sell or otherwise dispose of (or instruct any nominee to do so) the Security Assets (or any part of them), in such manner and on such terms and for such consideration (whether payable immediately or in instalments) as the Chargee shall in its absolute discretion think fit and the Chargee may treat any part of the Security Assets as consists of money as if it were the proceeds of such a sale or other disposal.

7.3. The Chargee shall not be liable for:

(a) any loss arising out of such sale or other disposal of any of the Security Assets or the exercise of or failure to exercise any of the Chargee's powers under this Deed however caused and whether or not a better price could or might have been obtained by deferring or advancing the date of such sale or other disposal and the Chargee shall not be liable to account as mortgagee in possession for any of the Security Assets; and

(b) any neglect or default to pay any call, instalment or other monies in respect of the Security Assets or to accept any offer or to notify the Chargor of any matter or for any other loss of any nature whatsoever in connection with any of the Security Assets.

7.4. At any time on, or after the date on which the security constituted by this Deed becomes enforceable, the Chargee may exercise in the name of the Chargor or otherwise, and without any further consent or authority on the part of the Chargor in respect of the Security Assets any voting rights and all powers given to trustees in respect of securities or property subject to a trust and any powers or rights which may be exercisable by the person in whose name any of the Security Assets is registered.

7.5. The restriction on the right of consolidating mortgages under section 93 of the LPA shall not apply to this Deed.

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7.6. No purchaser, mortgagee or other person dealing with the Chargee shall be concerned to enquire whether the Secured Liabilities have become payable or whether any power which he or it is purporting to exercise has become exercisable or whether any money is due under this Deed or as to the application of any money paid raised or borrowed or as to the propriety or regularity of any sale by or other dealing with the Chargee. All the protection to purchasers contained in Sections 104 and 107 of the LPA shall apply to any person purchasing from or dealing with the Chargee as if the Secured Liabilities had become due and the statutory powers of sale had arisen on the date of this Deed.

7.7. The Chargee may without notice to the Chargor appoint any one or more persons to be an administrator of the Company pursuant to paragraph 14 Schedule B1 of the Insolvency Act 1986 if this debenture becomes enforceable.

7.8. Any appointment under clause 7.7 shall:

7.8.1. be in writing signed by a duly authorised signatory of the Chargor, and

7.8.2. take effect, in accordance with paragraph 19 of Schedule B1 of the Insolvency Act 1986, when the requirements of paragraph 18 of that Schedule B1 are satisfied.

7.9. The Chargor may (subject to any necessary approval from the court) end the appointment of an Administrator by notice in writing in accordance with this clause 7.8 and appoint under that clause a replacement for any Administrator whose appointment ends for any reason.

8. Application of monies

Any monies received by the Chargee under the powers conferred by this Deed shall after the payment of any claims having priority to the security created by this Deed, be applied in or towards payment of the Secured Liabilities in such order as the Chargee in its absolute discretion thinks fit (but without prejudice to the right of the Chargee to recover any shortfall from the Chargor).

9. Continuing security

The security constituted by this Deed shall be continuing and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Liabilities and shall be binding until all the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full to the satisfaction of the Chargee.

10. Power of Attorney

10.1. The Chargor, by way of security, irrevocably and severally appoints the Chargee and any of its delegates or sub-delegates to be its attorney (with full powers of substitution and delegation) and in its name or otherwise and on its behalf and as its act and deed to sign, seal, execute, deliver, perfect and do all deeds, instruments, notices, documents, acts and things which the Chargor may or ought to do under the covenants and provisions contained in this Deed (including under clause 11).

10.2. The Chargor ratifies and confirms and agrees to ratify and confirm anything such attorney shall lawfully and properly do or purport to do by virtue of clause 10.1 and all money expended by any such attorney shall be deemed to form part of the Secured Liabilities.

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11. Further assurances

11.1. The Chargor shall at any time at the request of the Chargee, but at the cost of the Chargor, promptly execute such Security Interests and other deeds, assurances, instruments and agreements and otherwise do such acts and things as the Chargee may from time to time require for:

(a) perfecting, or protecting, the security created (or intended to be created) by this Deed; and

(b) facilitating the realisation of any Security Asset and the exercise of all rights, powers, authorities and discretions vested in the Chargee under this Deed.

11.2. Any such further Security Interests and assurances shall be prepared by, or on behalf of, the Chargee and shall contain an immediate power of sale without notice, a clause excluding section 93 of the LPA and the restrictions contained in section 103 of the LPA and such other clauses for the benefit of the Chargee as the Chargee may reasonably require.

12. Avoidance of payments

12.1. Any release, discharge or settlement between the Chargee and the Chargor in relation to this Deed shall be conditional upon no security, disposition or payment to the Chargee by the Chargor or any other person being void, set aside (in whole or in part) or ordered to be refunded or reduced by virtue of any law or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, or for any other reason whatsoever, and if any such security, disposition or payment is declared void or set aside or is ordered to be refunded or reduced then the liability of the Chargor under this Deed shall continue as if such release, discharge or settlement had not occurred.

12.2. The Chargee may concede or compromise any claim that any security, disposition or payment is void or liable to be set aside, refunded or reduced.

13. Delegation

The Chargee may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by them under this Deed in relation to the Security Assets or any part of them. Any such delegation may be made upon such terms (including power to sub-delegate) and subject to such regulations as the Chargee may think fit. The Chargee shall not be in any way liable or responsible to the Chargor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate.

14. Costs and expenses

The Chargor shall forthwith on demand pay all reasonable costs, charges and expenses (including legal and out-of-pocket expenses) properly incurred which the Chargee, any attorney, manager, agent or other person appointed by the Chargee under this Deed incurs in connection with this Deed.

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15. Indemnity

The Chargee and every attorney, manager, agent or other person appointed by the Chargee under this Deed and their respective officers and employees shall be entitled to be indemnified on a full indemnity basis out of the Security Assets in respect of all liabilities and expenses properly incurred or suffered by any of them in or directly or indirectly as a result of the exercise or purported exercise of any of the powers, authorities or discretions vested in them under this Deed and against all actions, proceedings, losses, costs, claims and demands suffered or incurred by the Chargee in respect of any matter or thing done or omitted in any way relating to the Security Assets and the Chargee may retain and pay all sums in respect of the same out of any monies received under the powers conferred by this Deed.

16. Notices

16.1. Every notice, demand or other communication under this Deed shall be in writing and may be delivered personally or by letter or facsimile transmission as follows:

(a) if to the Chargee to:

Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN

Fax number: 0207 894 6550

For the attention of Laurence Markham;

(b) if to the Chargor to:

Atticus Legal LLP, Castlefield House, Liverpool Road, Manchester, M3 4SB

Fax number: 0161 957 8879

For the attention of Kevin Philbin;

or, in either case, to such other address or facsimile number, or marked for the attention of such other person, as may be notified in accordance with this clause by the relevant party to the other party for such purpose by not less than 10 Business Days’ notice in writing.

16.2. Every notice, demand or other communication shall be deemed to have been received as follows:

(a) if by letter, when delivered personally at the relevant address or 2 Business Days after being deposited in the post, in the case of first class prepaid postage, in an envelope addressed to the relevant address; and

(b) if by facsimile transmission, when received in legible form,

and, in each case, marked for the attention of the relevant person.

Any notice given in accordance with the above, but received on a non-Business day or out of business hours in the place of receipt, will only be deemed to have been received at the opening of business on the next Business Day in that place.

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16.3. Any notice, demand or other communication served on the Chargee shall only be effective when actually received by the Chargee and then only if it is expressly marked for the attention of the relevant person at the Chargee in accordance with clause 16.1

17. Assignment

17.1.The Chargee may at any time, without the consent of the Chargor, assign or transfer the whole or any part of the Chargee's rights under this debenture to any person within the Chargee’s Group.

17.2.The Chargor may not assign any of its rights or transfer any of its obligations under this Deed or enter into any transaction, which would result in any of these rights or obligations passing to another person.

18. Miscellaneous

18.1. No delay or omission on the part of the Chargee in exercising any right or remedy under this Deed shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single partial or defective exercise of any such right or remedy preclude any other or further exercise under this Deed of that or any other right or remedy.

18.2. The Chargee’s rights under this Deed are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Chargee deems expedient.

18.3. Any waiver by the Chargee of any terms of this Deed or any consent or approval given by the Chargee under it shall only be effective if given in writing and then only for the purpose and upon the terms and conditions if any on which it is given.

18.4. The security constituted by this Deed shall be in addition to, and shall be without prejudice to, any other Security Interest which the Chargee may now, or at any time in the future hold, for or in respect of the Secured Liabilities or any of them and shall not be prejudiced by time or indulgence granted to any person by the Chargee in perfecting or enforcing any remedies, securities, guarantees or rights it may now or in the future have from, or against, the Chargor or any other person or any waiver, release, variation, act, omission, forbearance, unenforceability, indulgence or invalidity of any such remedy, security, guarantee or right.

18.5. If at any time any one or more of the provisions of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction neither the legality, validity or enforceability of the remaining provisions of this Deed nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected or impaired as a result.

18.6. This Deed may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.

18.7. A person who is not a party to this Deed (or such party's permitted successor or assign) has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed. This does not affect any right or remedy of a third party that exists or is available apart from that Act.

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18.8. At any time on, or after, the United Kingdom becoming a Participating Member State, this Deed shall be subject to such reasonable amendments as the Chargee may from time to time specify to be necessary or appropriate to reflect the introduction of the euro in the United Kingdom and any relevant market conventions or practices relating to the euro.

19. Law and jurisdiction

19.1. This Deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

19.2. The Chargor irrevocably agrees for the exclusive benefit of the Chargee that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

IN WITNESS whereof this Share Charge has been executed as a deed on the day and year first before written.

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EXECUTION PAGE

EXECUTED AS A DEED	)
by Orchard Advertising Limited acting by:	)
Director     /s/ Jeffrey Spector
Director/Secretary
EXECUTED AS A DEED	)
by Hollywood Media Corp acting by:	)
Director  /s/ Mitchell Rubenstein
Director/Secretary  /s/ Laurie S. Silvers

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