INVESTOR'S RIGHTS AGREEMENT
between
CBS CORPORATION,
and
HOLLYWOOD.COM, INC.
Dated January 3, 2000
INVESTOR'S RIGHTS AGREEMENT
This INVESTOR'S RIGHTS AGREEMENT ("Agreement") is entered into on this 3rd day of January 2000 by
and between CBS Corporation, a Pennsylvania corporation ("CBS") and Hollywood.com, Inc., a Florida
corporation (the "Company").
WITNESSETH:
WHEREAS, the Company and CBS have entered into a Stock Purchase Agreement dated August 26, 1999
(the "Stock Purchase Agreement"), pursuant to which CBS has agreed to purchase shares of Common Stock (as
hereinafter defined); and
WHEREAS, by this Agreement, the Company and CBS each desire to set forth certain rights of the parties with
respect to the shares of Common Stock as set forth below.
NOW, THEREFORE, in consideration of the foregoing and of the mutual premises and the agreements and
covenants contained herein, the parties, intending to be legally bound, hereby agree as follows:
Defined Terms. As used in this Agreement, the following terms shall have the following respective meanings:
(a) The term "Approved Transferees" means each of The Times Mirror Company, Gannett Co., Inc., Mitchell
Rubenstein and Laurie S. Silvers.
(b) "Beneficial owner", "beneficially owned" or "beneficial ownership" have the respective meanings assigned to
such terms in Rule 13d-3 under the Exchange Act.
(c) The term "CBS Percentage" means on the date of determination for purposes of Section 2.4 of this
Agreement, the percentage determined by dividing (i) the number of shares of Common Stock then held by CBS
and its Permitted Transferees by (ii) the aggregate shares of Common Stock outstanding immediately prior to the
event giving rise to the determination of the CBS Percentage in this Agreement; provided, however, that if the
CBS Percentage has been reduced as a result of (i) an issuance of securities by the Company after the date
hereof pursuant to clause (v) of the definition of New Securities for which CBS was not offered an oppor