Exhibit 10.1


 


ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP
INTEREST


(PROJECT HOLLYWOOD LLC) AND WAIVER


 


THIS ASSIGNMENT AND
ASSUMPTION OF MEMBERSHIP INTEREST AND WAIVER (“Assignment”) is made as of August 28, 2012, by HOLLYWOOD MEDIA
CORP., a Florida corporation (“Assignor”), in favor of BASELINE HOLDINGS LLC, a Delaware limited liability company
(“Assignee”).


 


RECITALS:


 


A.           PROJECT
HOLLYWOOD LLC, a Delaware limited liability company (the “Company”) is a limited liability company formed and
existing under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. Pursuant to the Amended
and Restated Limited Liability Company Agreement of the Company dated as of December 1, 2011 (the “Company LLC Agreement”),
Assignor is the owner of a membership interest in the Company and, as a “Class A Member” of the Company, holds 125
“Class A Units” of membership interest, each as defined in the Company LLC Agreement.


 


B.           Assignor
desires to assign to Assignee 100% of Assignor's membership interest in the Company, including without limitation (i) all capital
of Assignor in the Company, (ii) all rights of Assignor to distributions and other payments under the Company LLC Agreement, and
(iii) all rights, powers and privileges of Assignor as holder of the above-referenced Class A Units and otherwise under the Company
LLC Agreement (collectively, the “Membership Interest”).


 


NOW, THEREFORE,
in consideration of the foregoing premises, of the mutual covenants set forth in this Assignment, and of other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, Assignor and Assignee agree as follows:


 


1. Assignment of Interest.


 


1.1           The
Assignor owns, beneficially and of record, the Membership Interest free and clear of any lien or encumbrance (other than any lien
or encumbrance imposed by the Company LLC Agreement). The Assignor has full power and authority to execute and deliver this Agreement
and to perform its obligations hereunder and thereunder. The Assignor has duly executed and delivered this Agreement, which constitutes
a valid and legally binding obligation of the Assignor, enforceable in accordance with its terms and conditions


 


1.2           For
consideration consisting of One Million Eight Hundred Thousand Dollars ($1,800,000), payable as set forth on Schedule A (the “Purchase
Price”), the receipt and sufficiency of which is hereby acknowledged, Assignor hereby absolutely and unconditionally
assigns, transfers, conveys and delivers all of Assignor’s Membership Interest to Assignee, free and clear of any lien or
encumbrance effective on August 28, 2012. Assignee hereby accepts the foregoing assignment of the Membership Interest and hereby
assumes and agrees to be bound by all of the obligations and liabilities of Assignor with respect to the Membership Interest that
arise out of or relate to events occurring on or after the date hereof.


 



    	 



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2. Withdrawal and
Admission. By reason of the assignment of the Membership Interest effected pursuant to Section 1 above, (i) Assignee is hereby
entitled to exercise all rights, powers and privileges and is hereby obligated to perform all of the duties and obligations which
may hereinafter exist with respect to the Membership Interest and (ii) Assignor hereby fully and completely withdraws as a Member
of the Company and Assignor shall not have any further rights, powers, privileges, duties and/or obligations with respect to the
Membership Interest or any interest whatsoever in the Company or the business of the Company. The Company shall not dissolve as
a result of the foregoing withdrawal (or any other event described in this Assignment); on the contrary, the business of the Company
shall continue without any break or interruption in continuity. Assignor, Assignee and the Company hereby waive any right under
the Company LLC Agreement to advance notice of the purchase of the Membership Interest as described herein or to participate in
such purchase except as described herein, and the Company hereby consents to the purchase of the Membership Interest as described
herein.


 


3. Release and Waiver


 


3.1           The
Assignor hereby acknowledges and agrees that the Purchase Price constitutes the entire and full amount to which such Assignor is
entitled in respect of its Membership Interest pursuant to the terms of this Agreement or otherwise. The Assignor hereby waives
any claim or right that it may have to receive any amount greater than or in addition to the Purchase Price, whether pursuant to
the Company LLC Agreement or otherwise.


 


3.2           For
and in consideration of the Purchase Price and other valuable consideration, the Assignor, on behalf of itself, and its successors
and assigns, and all persons claiming by, or through it, jointly and severally (the “Related Persons”), hereby
unconditionally, irrevocably and forever: (i) waives any claims that it or any Related Person has or may have in the future against
the Assignee, the Company and their respective Affiliates, directors, officers, members, managers, shareholders, successors, predecessors,
assigns, principals, employees, agents, attorneys and representatives (collectively, the “Released Parties”)
with respect to any matter relating to or arising out of any matter related to Assignor’s interest in the Company and/or
status as a member of the Company; and (ii) releases, discharges and agrees to indemnify and hold harmless the Released Parties
from any and all claims, demands, proceedings, agreements (express or implied) obligations, liabilities and causes of action whatsoever,
whether known or unknown, whether arising under common law, in equity or under statute, which the Assignor or any Related Persons
now has, has ever had or may hereafter have against the Released Parties relating to or arising out of any matter related to Assignor’s
interest in the Company and/or status as a member of the Company


 


3.3           The
Assignor hereby agrees that this Agreement shall be binding on the Assignor, all Related Persons, and all persons claiming any
right, benefit, or interest with respect to the Assignor’s Membership Interest and shall inure to the benefit of the Released
Parties and their successors and assigns.


 


4.            Miscellaneous.


 


4.1 The obligations
of the parties hereto shall be continuing, absolute and unconditional and shall remain in full force and effect.


 



    	 



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4.2 Promptly upon
request of any other party, each party hereto shall each execute and deliver such further assurances and take such further actions
as may be reasonably required or appropriate to perfect the assignment and assumption of the Membership Interest and otherwise
carry out the intent and purpose of this Assignment.


 


4.3 This Assignment
shall be binding upon and inure to the benefit of Assignor, Assignee and their respective successors and assigns.


 


4.4 Any controversy
or claim arising out of or relating to this Assignment, or the breach thereof, shall be settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association, or any successor thereof, and judgment upon the award
rendered by the Arbitrators may be entered in any Court having jurisdiction thereof. Venue of the arbitration shall in Palm Beach
County, Florida. Any controversy or claim shall be submitted to three arbitrators selected from the panels of the Arbitrators of
the American Arbitration Association. Each party shall bear the costs of its own counsel and presentation of evidence, and each
party shall share equally the cost of such arbitration proceeding. Any award made hereunder may be docketed in a court of competent
jurisdiction in Palm Beach County, Florida, and all parties hereby consent to the personal jurisdiction of such court for purposes
of the enforcement of the arbitration award.


 


4.5 This Assignment
may be executed in any number of counterparts which, when taken together, shall constitute a single binding instrument. Execution
and delivery of this Assignment by facsimile, or by e-mail in the form of a scanned attachment, shall be sufficient for all purposes
and shall be binding on any person who so executes.


 


5. Interpretation.


 


5.1 This
Assignment shall be governed by and construed in accordance with the laws of the State of Delaware (without reference to conflict
of laws principles).


 


5.2 Captions, numbering
and headings of Sections in this Assignment are for convenience of reference only and shall not be considered in the interpretation
of this Assignment.


 


5.3 Whenever required
by the context, the singular shall include the plural, the neuter gender shall include the male gender and female gender, and vice
versa.


 


5.4 No modification
of this Assignment shall be valid or effective unless the same is in writing and signed by the parties hereto. No purported waiver
of any of the provisions of this Assignment shall be valid or effective unless the same is in writing and signed by the party against
whom it is sought to be enforced.


 


[signatures appear
on following page]


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Assignor, Assignee, and the Company have executed this Assignment as of the date first above written.


 


	 	ASSIGNOR:
	 	 
	 	HOLLYWOOD MEDIA CORP.,
	 	a Florida corporation
	 	 	 
	 	By :	/s/ Robert D. Epstein
	 	 	Robert D. Epstein
	 	 	Chairman, Special Committee of Directors, on behalf 

of Special Committee, as Authorized 

Representative of Hollywood Media Corp.
	 	 	 
	 	ASSIGNEE:
	 	 
	 	BASELINE HOLDINGS LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Mitchell Rubenstein
	 	 	Mitchell Rubenstein, member
	 	 	 
	 	By:	/s/ Laurie S. Silvers
	 	 	Laurie S. Silvers, member
	 	 	 
	 	THE COMPANY:
	 	 	 
	 	PROJECT HOLLYWOOD LLC,
	 	a Delaware limited liability company
	 	(solely as to Section 2)
	 	 	 
	 	By:	Baseline Holdings LLC, Managing Member
	 	 	 	 
	 	 	By: 	/s/ Mitchell Rubenstein
	 	 	 	Name: Mitchell Rubenstein
	 	 	 	Title:   Managing Member
	 	 	 
	 	/s/ Mitchell Rubenstein
	 	Mitchell Rubenstein
	 	(solely as to Section 2(i) of attached Schedule A)
	 	 
	 	/s/ Laurie S. Silvers
	 	Laurie S. Silvers
	 	(solely as to Section 2(ii) of attached Schedule A)


 


Signature Page - Assignment from Hollywood Media Corp.
to Baseline Holdings LLC


 








    	 



    	 



    

 


SCHEDULE A


 


The Purchase Price shall be paid as follows:


 


		1.	$1,230,500 in cash by Assignee to Assignor within two (2) business days following the date hereof;



 


		2.	$569,500 as follows:



 


		i.	Mitchell Rubenstein, an equity holder of Assignee, hereby waives his right to receive any principal and interest received after
the date of this Agreement by Assignor on account of the Second Lien Credit, Security and Pledge Agreement, dated as of December
15, 2010, pursuant to which Key Brand Entertainment Inc. is obligated to pay to Assignor $8,500,000 of principal plus interest
(the “Theatre Direct Credit Agreement”) (as of the date hereof, Mr. Rubenstein has the right to receive 4.76%
of the principal, or $404,600, and interest on account of the Theatre Direct Credit Agreement); and



 


		ii.	Laurie S. Silvers, an equity holder of Assignee, hereby waives her right to receive any principal and interest received after
the date of this Agreement by Assignor on account of the Theatre Direct Credit Agreement (as of the date hereof, Ms. Silvers has
the right to receive 1.94% of the principal, or $164,900, and interest on account of the Theatre Direct Credit Agreement).