SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
BIG ENTERTAINMENT, INC.
Amended and Restated Articles of Incorporation filed with the Florida Department of State on November 13,
The shareholders of Big Entertainment, Inc. (the "Corporation") have duly adopted the following Second
Amended and Restated Articles of Incorporation pursuant to the provisions of Sections, 607.1003, 607.1006
and 607.1007 of the Florida Business Corporation Act:
The name of the corporation is HOLLYWOOD.COM, INC. (the "Corporation").
The address of the principal office and the mailing address of the Corporation is 2255 Glades Road, Suite 237
West, Boca Raton, Florida 33431.
The total number of shares of stock which the Corporation shall have the authority to issue is one hundred and
one million (101,000,000) shares, consisting of (1) one hundred million (100,000,000) shares of common stock,
par value $0.01 per share (the "Common Stock") and (2) one million (1,000,000) shares of preferred stock, par
value $0.01 per share (the "Preferred Stock").
The designation and the preferences, limitations and relative rights of the Common Stock and the Preferred Stock
of the Corporation are as follows:
W. Robert Shearer
Big Entertainment, Inc.
2255 Glades Road
Boca Raton, Florida 33431
Texas Bar No: 00791646
A. PROVISIONS RELATING TO THE COMMON STOCK.
1. Voting Rights.
(a) Except as otherwise required by law or as may be
provided by the resolutions of the Board of Directors
authorizing the issuance of any class or series of
Preferred Stock, as provided in Section B of this
Article III, all rights to vote and all voting power
shall be vested exclusively in the holders of the