0001213900-17-011393 Sample Contracts

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 6th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of November __, 2017, 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”).

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VOTING AND LOCKUP AGREEMENT
Voting and Lockup Agreement • November 6th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

This VOTING AND LOCKUP AGREEMENT, dated as of November __, 2017 (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”).

MASTER NETTING AGREEMENT
Master Netting Agreement • November 6th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

MASTER NETTING AGREEMENT (the “Agreement”), dated as of November __, 2017, 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”, and together with the Company, the “Parties” and each a “Party”).

WAIVER AGREEMENT
Waiver Agreement • November 6th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

This WAIVER AGREEMENT (this “Agreement”) is made and entered into as of November [●], 2017 by and between MoviePass, a Delaware corporation (the “Company”), and Helios and Matheson Analytics Inc. (“Helios”). In this Agreement, the Company and the Helios are sometimes referred to singularly as a “party” and collectively as the “parties”.

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