Helios & Matheson Analytics Inc. Sample Contracts

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EXHIBIT 10.3
Employment Agreement • January 26th, 2005 • A Consulting Team Inc • Services-miscellaneous business services
EXHIBIT 2.1
Stock Purchase Agreement • July 12th, 2002 • A Consulting Team Inc • Services-miscellaneous business services • New York
SERIES D COMMON STOCK PURCHASE WARRANT Helios and Matheson Analytics Inc.
Helios & Matheson Analytics Inc. • January 16th, 2019 • Services-miscellaneous business services

THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 16, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 16, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

between
Stock Purchase Agreement • January 26th, 2005 • A Consulting Team Inc • Services-miscellaneous business services • New York
and
Stock Purchase Agreement • January 26th, 2005 • A Consulting Team Inc • Services-miscellaneous business services • New York
BETWEEN
Stock Purchase Agreement • August 1st, 2000 • A Consulting Team Inc • Services-miscellaneous business services • New York
EXHIBIT 10.2 RESTATED AND AMENDED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 29th, 2004 • A Consulting Team Inc • Services-miscellaneous business services • New York
EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • January 26th, 2005 • A Consulting Team Inc • Services-miscellaneous business services • New York
COMMON STOCK PURCHASE WARRANT HELIOS AND MATHESON ANALYTICS INC.
Helios & Matheson Analytics Inc. • November 13th, 2017 • Services-miscellaneous business services

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Palladium Capital Advisors, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date issued, as set forth above (the “Initial Exercise Date”), and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 21st, 2018 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 21, 2018, is by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Illinois

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August __, 2017, is by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

EXHIBIT 10.4 S CORPORATION TERMINATION, TAX ALLOCATION AND INDEMNIFICATION AGREEMENT
Tax Allocation Agreement • August 6th, 1997 • A Consulting Team Inc • Services-miscellaneous business services • New York
THE A CONSULTING TEAM, INC. COMMON STOCK _____________________________
A Consulting Team Inc • August 6th, 1997 • Services-miscellaneous business services • Georgia
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FORM OF TAX INDEMNIFICATION AGREEMENT
Tax Indemnification Agreement • July 23rd, 1997 • A Consulting Team Inc • Services-miscellaneous business services • Delaware
S CORPORATION TERMINATION AND TAX ALLOCATION AGREEMENT
Allocation Agreement • July 23rd, 1997 • A Consulting Team Inc • Services-miscellaneous business services • New York
SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

SECURITY AND PLEDGE AGREEMENT, dated as of August __, 2017 (this “Agreement”), made by Helios and Matheson Analytics Inc., a Delaware corporation, with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and each of the undersigned direct and indirect Domestic Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of Hudson Bay Master Fund Ltd, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to the Securities Purchase Agreement, dated as of August __, 2017 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).

GUARANTY
Guaranty • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

This GUARANTY, dated as of ________________ (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Hudson Bay Master Fund Ltd, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • June 21st, 2018 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June __, 2018, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Investor”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 19th, 2019 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 12th day of June, 2019, by and between Helios and Matheson Analytics Inc., a Delaware corporation (the “Corporation”), and Robert Damon (“Indemnitee”), a director and/or officer of the Corporation.

VOTING AND LOCKUP AGREEMENT
Voting and Lockup Agreement • June 21st, 2018 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

This VOTING AND LOCKUP AGREEMENT, dated as of June [ ], 2018 (this “Agreement”), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and Theodore Farnsworth, an individual (the “Stockholder”).

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