0000950123-10-030965 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 31st, 2010 • Helios & Matheson North America Inc. • Services-miscellaneous business services • New York

This Securities Purchase Agreement (this “Agreement”), dated as of November 18, 2009, is entered into by and between Helios & Matheson North America, Inc., a Delaware corporation (the “Company”), and Helios & Matheson Information Technology Ltd., an India corporation (the “Purchaser”).

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LOAN AND SECURITY AGREEMENT between HELIOS & MATHESON NORTH AMERICA INC., and KELTIC FINANCIAL PARTNERS II, LP Dated: as of December 29, 2009
Loan and Security Agreement • March 31st, 2010 • Helios & Matheson North America Inc. • Services-miscellaneous business services • New York

HELIOS & MATHESON NORTH AMERICA INC., a Delaware corporation authorized to do business in New York and having its principal executive office and principal place of business at 200 Park Avenue South, Suite 901, New York, New York 10003 (hereinafter called “Borrower”)

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