COMMERCIAL GUARANTYCommercial Guaranty • November 24th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • California
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Merchant to Company, and the performance and discharge of all its obligations under the User Agreement and the Payment Services Agreement. This is a guaranty of payment and performance and not of collection, so Company can enforce this Guaranty against Guarantor even when Company has not exhausted Company’s remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty, or any other guaranty of the Indebtedness. Guarantor will make payments to Company or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Merchant’s obligations under the User Agreement and Payment Services Agreement. Under this Guaranty, Guaran
WAIVER AGREEMENTWaiver Agreement • November 24th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services
This Waiver Agreement (this “Agreement”) is entered into as of the 22nd day of November, 2017, 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 the investor signatory hereto (the “Holder”), with reference to the following facts:
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 24th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, modified, supplemented, renewed, restated or replaced from time to time, this “IP Security Agreement”), dated November 21, 2017, is made by MoviePass Inc., a Delaware corporation (the “Borrower”) in favor of Helios and Matheson Analytics Inc., a Delaware corporation (the “Lender”). All capitalized terms not otherwise defined herein shall have the meanings respectively ascribed thereto in the Security Agreement (as defined below).
