PURCHASE AGREEMENT

Exhibit 10.1

PURCHASE AGREEMENT

     This PURCHASE AGREEMENT (this “ Agreement ”), dated as of August 21, 2008, is by and between R&S Investments, LLC, a Delaware limited liability company (“ Purchaser ”), and Hollywood Media Corp., a Florida corporation (“ Hollywood Media ”).

RECITALS

     WHEREAS, Hollywood Media owns 100% of the membership interests (the “ Hollywood.com Membership Interests ”) in HOLLYWOOD.COM, LLC, a Delaware limited liability company (“ Hollywood.com ”) and 100% of the membership interests (the “ Totally Hollywood TV Membership Interests ”, and together with the Hollywood.com Membership Interests, the “ Purchased Interest ”) in Totally Hollywood TV, LLC, a Delaware limited liability company (“ Totally Hollywood TV, ” and together with Hollywood.com, the “ Companies ”); and

     WHEREAS, Hollywood Media desires to sell to Purchaser, and Purchaser desires to purchase from Hollywood Media, the Purchased Interest upon the terms and conditions set forth herein.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

          1.1 Certain Definitions .

               (a) The following terms shall have the meanings specified in this Section 1.1 :

               “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

               “ Business Day ” means any day of the year on which national banking institutions in Boca Raton, Florida are open to the public for conducting business and are not required or authorized to close.

               “ Change of Control ” means the consummation, whether in a single transaction or pursuant to a series of transactions, of: (i) a transfer, sale, or lease of all or substantially all of the assets of Hollywood.com (other than any such sale of assets in the Ordinary Course of Business); (ii) any transaction following which Purchaser or an Affiliate of Purchaser directly or indirectly owns less than 50% of the then outstanding

Hollywood.com Membership Interests; or (iii) a merger, consolidation, share exchange, reorganization, stock sale, or other transaction immediately following which at least 50% of the voting power of Purchaser or other entity succeeding to the interests of Purchaser or resulting from such transaction (the “ Surviving Entity ”) is not owned by Mitchell Rubenstein (“ Rubenstein ”) and Laurie S. Silvers (“ Silvers ”) or their heirs, personal representatives or Affiliates. For purposes of this Change of Control definition, “corporation” shall include any limited liability company, partnership, association, business trust and similar organization. “ Business Combination ” means a Change of Control under either subsection (i) or (iii) of this paragraph.

               “ Code ” means the Internal Revenue Code of 1986, as amended.

               “ Contract ” means any written contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease or license.

               “ EBITDA ” shall mean the aggregate net income of the Companies for the relevant Measurement Period calculated in accordance with GAAP plus the sum (to the extent such amounts were deducted from total revenues in determining net income) of: (i) interest expense; (ii) federal, state, and local income taxes; (iii) depreciation; and (iv) amortization, and excluding any reserves or accruals established after the Closing Date (whether or not such reserves are reasonable or required to be established under GAAP); provided however, that the net income of the Companies (i) shall not include amounts paid to Hollywood Media pursuant to Section 3.3(e) if a transfer, sale, or lease of any of the assets of the Companies (or any Surviving Entity) outside the Ordinary Course of Business that is not a Change of Control occurs before the Maximum Additional Consideration is fully paid and the aggregate consideration (net of transaction expenses) received from such transfer, sale or lease is paid to Hollywood Media, and (ii) shall include any amounts retained by the Purchaser, Companies, or any Surviving Entity (as the case may be) pursuant to Section 3.3(e) if a transfer, sale, or lease of any of the assets of the Companies (or any Surviving Entity) outside the Ordinary Course of Business that is not a Change of Control and that results in aggregate consideration to the Companies less than $500,000 (net of transaction expenses) occurs and such aggregate consideration (net of transaction expenses) of such transfer, sale, or lease is not paid to Hollywood Media.

               “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

               “ ERISA Affiliate ” means any entity that is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) of which Hollywood Media is a member, an unincorporated trade or business under common control with Hollywood Media (as determined under Section 414(c) of the Code), or a member of an “affiliated service group” (within the meaning of Section 414(m) of the Code) of which Hollywood Media is a member.

               “ Escrow Agent ” means City National Bank of Florida, Miami Florida.

               “ Escrow Agreement ” means the Escrow Agreement between Hollywood Media, Purchaser, and Escrow Agent attached hereto as Exhibit A .

               “ GAAP ” means generally accepted accounting principles in the United States.

               “ Governmental Body ” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

               “ Gross Revenue ” shall mean the aggregate revenue of the Companies for the relevant Measurement Period calculated in accordance with GAAP.

               “ IRS ” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of Treasury.

               “ Law ” means any foreign, federal, state, local law, statute, code, ordinance, rule or regulation.

               “ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits or proceedings (public or private) by or before a Governmental Body.

               “ Lien ” means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude or transfer restriction.

               “ Material Adverse Effect ” means a material adverse effect on the prospects, business, results of operations or financial condition of the Companies (taken as a whole).

               “ Measurement Period ” means each of the following: (i) the period between the Closing Date and July 31, 2009; and (ii) each calendar month thereafter beginning with the calendar month of August 1, 2009, until the Maximum Additional Consideration is paid to Hollywood Media.

               “ Order ” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

               “ Ordinary Course of Business ” means the ordinary and usual course of normal day-today operations of the Companies.

               “ Permits ” means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Body.

               “ Permitted Exceptions ” means: (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance; (ii) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (iii) mechanics’, landlords’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course of Business; (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Body; (v) title of a lessor under a capital or operating lease; and (vi) such other imperfections in title, charges, easements, restrictions and encumbrances which do not materially interfere with the operation of the Companies.

               “ Person ” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

               “ Tax” or “ Taxes ” means: (i) any taxes, charges, duties, fees, imposts, levies or other assessments, due or payable to, or levied or imposed by, any national, federal, state, provincial, municipal, local or foreign Tax Authority, including, without limitation, all income, gross receipts, capital, sales, use, windfall profits, environmental, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments, similar taxes and charges, and other Tax Authority charges of any kind whatsoever; and (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by the IRS and any other Tax Authority responsible for the administration of any Tax in connection with any item described in clause (i).

               “ Tax Authority ” means any Governmental Body or any subdivision, agency, commission or authority thereof having jurisdiction over the assessment, determination, collection or imposition of any Tax.

               “ Tax Return ” means any return, declaration, report or statement required to be filed with respect to any Tax (including any attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes Hollywood Media, the Companies, or any of their Affiliates.

          1.2 Terms Defined Elsewhere in this Agreement . For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

          1.3 Other Definitional and Interpretive Matters . Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

               (a)  Calculation of Time Period . When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

               (b)  Dollars . Any reference in this Agreement to $        shall mean U.S. dollars.

               (c)  Exhibits/Schedules . The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each other Schedule with respect to other representations and warranties relating to such matter or item. Disclosure of any item on any Schedule shall not constitute an admission that such item or matter is material or would have a Material Adverse Effect. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission that a breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

               (d)  Joint Drafting . The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

SALE AND PURCHASE OF PURCHASED INTEREST

          2.1 Sale and Purchase of Purchased Interest . Upon the terms and subject to the conditions contained herein, on the Closing Date, Hollywood Media shall sell to Purchaser, and Purchaser shall purchase from Hollywood Media, the Purchased Interest (the “ Transaction ”).

ARTICLE III

PURCHASE PRICE

          3.1 Purchase Price . The aggregate consideration for the Purchased Interest shall be as follows (collectively, the “ Purchase Price ”):

               (a) Cash in an amount equal to one million dollars ($1,000,000) (the “ Initial Consideration ”), plus

               (b) Cash in an amount equal to the Additional Consideration determined in accordance with Section 3.3 below.

          3.2 Payment of Purchase Price . On the Closing Date, Purchaser shall pay to Hollywood Media the Initial Consideration. Purchaser (and any Surviving Entity) shall pay to Hollywood Media the Additional Consideration in accordance with Section 3.3 below. The Purchase Price shall be paid by wire transfer of immediately available funds into the account designated by Hollywood Media.

          3.3 Additional Consideration . Subject to the terms and conditions of this Section 3.3 , Purchaser (and any Surviving Entity resulting from a Change of Control) shall pay to Hollywood Media as additional consideration in respect of the Purchased Interest an aggregate cash amount of up to nine million dollars ($9,000,000) (the “ Maximum Additional Consideration ”) as follows (the “ Additional Consideration ”):

               (a) For each Measurement Period, an amount equal to the greater of (i) 90% of the aggregate EBITDA of the Companies for such period and (ii) 10% of the aggregate Gross Revenue of the Companies for such period (the amount for each such Measurement Period referred to as the “ Earnout Payment ”).

               (b) Each Earnout Payment shall be made to Hollywood Media (i) on or before September 1, 2009 for the first Earnout Payment and (ii) within 45 days following the end of each Measurement Period for each subsequent Earnout Payment.

               (c) Purchaser (and any Surviving Entity) shall continue to make Earnout Payments pursuant to this Section 3.3 until the Maximum Additional Consideration has been paid.

               (d) If a Change of Control occurs before the Maximum Additional Consideration is paid to Hollywood Media, Purchaser (and any Surviving Entity) shall pay to Hollywood Media immediately upon consummation of such Change of Control the remaining unpaid portion of the Maximum Additional Consideration; provided, however, that the obligation pursuant to this Section 3.3(d) to pay the remaining unpaid portion of the Maximum Additional Consideration shall be limited to the aggregate consideration paid (net of transaction expenses) in connection with such Change of Control and the remaining unpaid portion of the Maximum Additional Consideration after such payment in connection with the Change of Control shall remain an obligation of the successor following such Change of Control upon the same payment terms as set forth herein.

               (e) If a transfer, sale, or lease of any of the assets of the Companies (or any Surviving Entity) outside the Ordinary Course of Business that is not a Change of Control for an aggregate consideration of at least $500,000 (net of transaction expenses) occurs before the Maximum Additional Consideration is paid to Hollywood Media, Purchaser (or the Companies or any Surviving Entity, as the case may be) shall pay to Hollywood Media upon consummation of such transfer, sale, or lease the aggregate consideration paid (net of transaction expenses) in connection with such sale as a credit against, and up to the maximum amount of, the Maximum Additional Consideration, and such payment will not be included in the calculation of the net income component of EBITDA for purposes of determining any Earnout Payment. If a transfer, sale, or lease of any of the assets of the Companies (or any Surviving Entity) outside the Ordinary Course of Business that is not a Change of Control for an aggregate consideration of less than $500,000 (net of transaction expenses), such aggregate consideration (net of transaction expenses) will, at the sole discretion of Purchaser, either (i) be retained by the Companies (or any Surviving Entity) for working capital purposes, in which case such amount will be included in the calculation of the net income component of EBITDA for purposes of determining the Earnout Payment, or (ii) be paid to Hollywood Media upon consummation of such transfer, sale, or lease as a credit against, and up to the maximum amount of, the Maximum Additional Consideration, in which case such payment will not be included in the calculation of the net income component of EBITDA for purposes of determining any Earnout Payment. For purposes of this Section 3.3(e) , if any consideration for the sale, lease, or transfer of assets that is not cash or marketable securities (such as a promissory note or non-marketable securities), then such consideration shall not be required to be paid to Hollywood Media as a credit to the Maximum Additional Consideration or be considered part of working capital (as the case may be), and in no event will such consideration be included in the calculation of the net income component of EBITDA for purposes of determining the Earnout Payment, until such time as cash payments are received in connection with such note or securities or the securities become marketable.

               (f) In the event that one or more Business Combinations occur between the Closing Date and the third (3 ^rd ) anniversary of the Closing Date and the aggregate consideration paid to Purchaser (and any Surviving Entity) (net of transaction expenses) exceeds ten million dollars ($10,000,000), Purchaser (or such Surviving Entity, as the case may be) shall pay to Hollywood Media five percent (5%) of such amount in excess of ten million dollars ($10,000,000); provided, however, that in the event of multiple Business Combinations involving the same part of the Hollywood.com business, then only the additional consideration paid in the subsequent Business Combination that is in excess of the consideration paid in the previous Business Combination shall count for purposes of this section.

               (g) On or before the due date of each Earnout Payment, Purchaser (and any Surviving Entity) shall deliver to Hollywood Media a statement (the “ EBITDA Statement ”) setting forth the calculation of Purchaser (and any Surviving Entity) of the amount of the Earnout Payment. The EBITDA Statement shall (a) be made in good faith in accordance with GAAP consistently applied, and (b) include such information, methodology and assumptions as are reasonably necessary to assess the basis for the EBITDA Statement.

               (h) Hollywood Media shall have the right to audit the books and records of Purchaser (and any Surviving Entity) at any time before the Maximum Additional Consideration is paid to Hollywood Media (but no more than once per calendar year) with respect to the calculation of the Earnout Payments and the EBITDA Statements. Any such audit shall be performed during normal business hours at Hollywood Media’s sole expense, upon reasonable advance notice. Notwithstanding the foregoing, in the event of a discrepancy in favor of Hollywood Media with respect to any Earnout Payment by more than ten percent (10%), then the reasonable cost of the audit shall be borne by Purchaser (and any Surviving Entity). Hollywood Media and Purchaser (and any Surviving Entity) shall cooperate with each other and the auditing firm, including by furnishing such information and access to books, records (including, without limitation, subject to entering into customary agreements respecting such access, accountants work papers), personnel and properties as may be reasonably requested.

          3.4 Closing Deliveries of Hollywood Media . At the Closing, Hollywood Media shall deliver or cause to be delivered to Purchaser:

               (a) good and valid title to the Purchased Interest, free and clear of any Liens, by causing to be delivered to Purchaser membership interest certificates, if any, representing the Purchased Interest, duly endorsed in blank or accompanied by a stock or other transfer powers;

               (b) all minute books, stock books, membership interest books, ledgers and registers, seals, if any, and other corporate or limited liability company records and tax records relating to the organization, ownership and maintenance of the Companies, if not already located on the premises of the Companies;

               (c) the Services Agreement duly executed by Hollywood Media;

               (d) the Escrowed Funds to the Escrow Account; and

               (e) the Escrow Agreement duly executed by Purchaser.

          3.5 Closing Deliveries of Purchaser . At the Closing, Purchaser shall deliver to Hollywood Media:

               (a) the Initial Consideration in the manner set forth in Section 3.2 above;

               (b) the Services Agreement duly executed by the Companies; and

               (c) the Escrow Agreement duly executed by Purchaser.

ARTICLE IV

CLOSING

          4.1 Closing Date . The closing of the sale and purchase of the Purchased Interest provided for in Section 2.1 above (the “ Closing ”) shall take place at the offices of Hollywood Media, 2255 Glades Road, Suite 221A, Boca Raton, Florida 33431 (or at such other place as the parties may designate in writing) at 10:00 a.m. (Eastern time) on the date of this Agreement (the “ Closing Date ”).

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF HOLLYWOOD MEDIA

     Hollywood Media hereby represents and warrants to Purchaser that:

          5.1 Organization and Good Standing . Each of the Companies and Hollywood Media are entities duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite company power and authority to own, lease and operate its properties and to carry on its business as now conducted. Each of the Companies and Hollywood Media are duly qualified or authorized to do business and are in good standing or with active status under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect.

          5.2 Authorization of Agreement . Hollywood Media has all requisite corporate power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Hollywood Media in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the “ Hollywood Media Documents ”), and to consummate the Transaction. The execution and delivery of this Agreement and each of the Hollywood Media Documents and the consummation of the Transaction have been duly authorized by all required corporate action on the part of Hollywood Media. This Agreement has been, and each of the Hollywood Media Documents will be at or prior to the Closing, duly and validly executed and delivered by Hollywood Media, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Hollywood Media Document, when so executed and delivered will constitute, the legal, valid and binding obligation of Hollywood Media, enforceable against Hollywood Media in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

          5.3 Conflicts; Consents of Third Parties .

               (a) None of the execution and delivery by Hollywood Media of this Agreement or the Hollywood Media Documents, the consummation of the Transaction, or compliance by Hollywood Media with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of: (i) the articles or certificate of incorporation and by-laws or comparable organizational documents of the Companies or of Hollywood Media; (ii) any Contract, or Permit to which the Companies or Hollywood Media is a party or by which any of the properties or assets of the Companies or of Hollywood Media are bound; (iii) any Order of any Governmental Body applicable to either the Companies or Hollywood Media or by which any of the properties or assets of either the Companies or Hollywood Media are bound; or (iv) any applicable Law.

               (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the Companies or Hollywood Media in connection with the execution and delivery of this Agreement or the Hollywood Media Documents or with the compliance by Hollywood Media with any of the provisions hereof or thereof, or the consummation of the Transaction.

               (c) Except as set forth on Schedule 5.3(c) , no prior notice of the execution of this Agreement is required to be given to any third party.

          5.4 Capitalization .

               (a) As of the Closing Date, the Hollywood.com Membership Interests constitute all of the issued and outstanding membership interests of Hollywood.com. As of the Closing Date, the Totally Hollywood TV Membership Interests constitute all of the issued and outstanding membership interests of Totally Hollywood TV.

               (b) There is no existing option, warrant, call, right, or Contract of any character to which the Companies are a party requiring, and there are no securities of the Companies outstanding which upon conversion or exchange would require, the issuance of any membership interests of Hollywood.com or the issuance of any membership interests of Totally Hollywood TV or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase of membership interests of Hollywood.com or Totally Hollywood TV. The Companies are not party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of Hollywood.com Membership Interests or Totally Hollywood TV Membership Interests.

          5.5 Assets . The Companies own good and marketable title to all of the personal property and assets, tangible or intangible, used in their business except as to those assets leased as set forth in Schedule 5.5 , all of which leases are in good standing and no party is in default thereunder. Hollywood.com is a successor in interest to all of the property, assets (including URLs) and business of Hollywood.com, Inc., a California corporation.

          5.6 Ownership and Transfer of Purchased Interest .

          (a) Hollywood Media is the record and beneficial owner of the Purchased Interest, free and clear of any and all Liens. Hollywood Media has the corporate power and authority to sell, transfer, assign and deliver such Purchased Interest as provided in this Agreement, and such delivery will con