Exhibit 10.2


 


AGREEMENT


 


THIS AGREEMENT (this “Agreement”)
is made and effective as of August 28, 2012 (the “Effective Date”), by and between R&S Investments,
LLC, a Delaware limited liability company (“Purchaser”), and Hollywood Media Corp., a Florida corporation (“Hollywood
Media”). Purchaser and Hollywood Media are each referred to in this Agreement as a “Party” and are
collectively referred to in this Agreement as the “Parties”.


 


RECITALS


 


A.           Purchaser
and Hollywood Media are parties to that certain Purchase Agreement dated as of August 21, 2008, as amended (the “Purchase
Agreement”);


 


B.           Pursuant
to the Purchase Agreement, Hollywood Media sold, and Purchaser purchased, 100% of the membership interests (collectively, the “Purchased
Interest”) in each of HOLLYWOOD.COM, LLC, a Delaware limited liability company, and Totally Hollywood TV, LLC, a Delaware
limited liability company;


 


C.           Upon
the terms and subject to the conditions set forth in Section 3.3 of the Purchase Agreement, Purchaser may be obligated to pay Hollywood
Media certain Additional Consideration (as such term is defined in the Purchase Agreement) in respect of the Purchased Interest;
and


 


D.           Upon
the terms and subject to the conditions set forth in this Agreement, in exchange for Purchaser paying Hollywood Media Two Million
Nine Hundred Fifty Thousand Dollars ($2,950,000.00) (the “Buyout Amount”), the Parties desire to terminate the
Purchaser’s obligation to pay any Additional Consideration or Earnout Payment (each as defined in the Purchase Agreement).


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:


 


1.          Satisfaction
of Obligation to Pay Additional Consideration. On the Effective Date, (i) Purchaser shall pay to Hollywood Media the
Buyout Amount by wire transfer of immediately available funds into the account designated by Hollywood Media within two business
days from the date hereof and (ii) upon execution of this Agreement, Purchaser shall have automatically and without further
action completely and fully satisfied all of Purchaser’s obligations and/or liabilities under Article III of the Purchase
Agreement (including Purchaser’s obligation to pay the Purchase Price under Section 3.1 of the Purchase Agreement and any
Additional Consideration or Earnout Payment under Section 3.3 of the Purchase Agreement), and Purchaser shall have no further obligations
and/or liabilities (and Hollywood Media shall no have further rights and/or remedies) under Article III of the Purchase Agreement
or otherwise. For the avoidance of doubt, neither Purchaser nor any of Purchaser’s affiliates or successors will have any
liability for payment or otherwise to Hollywood Media under the Purchase Agreement. Section 7.7 of the Purchase Agreement shall
have no further force or effect.


 


2.          Miscellaneous.


 


(a)          Except
as modified by this Agreement, the Purchase Agreement remains unaltered and in full force and effect. This Agreement constitutes
the entire and final agreement among the Parties with respect to the subject matter hereof and there are no agreements, understandings,
warranties or representations among the Parties with respect to the subject matter hereof except as set forth herein.


 



    	 



    	 



    

 


(b)          Neither
this Agreement nor any of the provisions hereof can be amended, changed, waived, discharged, or terminated, except by an instrument
in writing signed by the Party or Parties against whom enforcement of the amendment, change, waiver, discharge, or termination
is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed
to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained
herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further
or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.


 


(c)          Neither
Party may assign, transfer or otherwise encumber this Agreement or their respective rights or obligations hereunder, in whole or
in part, whether voluntarily or by operation of law, without the prior written consent of the other Party. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Any corporation
or other entity succeeding to the interests of Hollywood Media shall be treated as Hollywood Media hereunder. Nothing in this Agreement
shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except
as expressly stated herein. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.


 


(d)          This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made
and performed in such State without giving effect to the choice of law principles of such state that would require or permit the
application of the laws of another jurisdiction.


 


(e)          For
purposes of this Agreement, (a) the words “including”, “include” and “includes” shall be deemed
to be followed by the words “without limitation”, (b) the word “or” is not exclusive (and shall be construed
in the inclusive sense of “and/or”), (c) the words “herein,” “hereof,” “hereby,”
“hereto” or “hereunder” refer to this Agreement as a whole, (d) each defined term used in this Agreement
shall have a comparable meaning when used in its plural or singular form, and (e) whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. To the extent any term or provision of this Agreement conflicts
with any term or provision of the Purchase Agreement, the terms and provisions of this Agreement shall control.


 


(f)          Each
Party shall at any time and from time to time execute and deliver to the other Party such further instruments and agreements, and
take such further action as the other Party may reasonably request, in each case further to effect the purposes of this Agreement
and the transactions contemplated by this Agreement.


 


(g)          The
provisions of Sections 9.3, 9.7 and 9.8(d) and (e) of the Purchase Agreement are hereby incorporated by reference into this Agreement,
mutatis mutandis, and shall be deemed to be a part of this Agreement as if restated in this Agreement in their entirety.


 


(h)          Any
controversy or claim arising out of or relating to this Agreement, 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.


 


(i)          This
Agreement may be executed in any number of counterparts, each of which will be deemed an original document, but all of which will
constitute a single document. A facsimile or email (in .pdf format) of any Party’s signature to this Agreement shall be treated
as an original signature for all purposes of this Agreement and shall be fully effective to bind such Party to the terms of this
Agreement.


 



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IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the Effective Date.


 


	 	hollywood media:
	 	 
	 	hollywood media corp.
	 	 	 
	 	By:	/s/ Robert D. Epstein
	 	Name:	Robert D. Epstein
	 	Title:	Chairman, Special Committee of Directors, on
 behalf of Special Committee, as Authorized 
 Representative of Hollywood Media Corp.
	 	 	 
	 	PURCHASER:
	 	 
	 	R&S INVESTMENTS, LLC
	 	 	 
	 	By:	/s/ Mitchell Rubenstein
	 	Name:	Mitchell Rubenstein
	 	Title:	Managing Member


 



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