0001437749-17-001808 Sample Contracts

COMMON STOCK PURCHASE WARRANT HELIOS AND MATHESON ANALYTICS INC.
Helios & Matheson Analytics Inc. • February 7th, 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 six (6) months following the issue date 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 7th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 7, 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 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 • February 7th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Illinois

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February __, 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”).

SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • February 7th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

SECURITY AND PLEDGE AGREEMENT, dated as of February __, 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 February __, 2017 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).

GUARANTY
Guaranty • February 7th, 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).

VOTING AND LOCKUP AGREEMENT
Voting and Lockup Agreement • February 7th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

VOTING AND LOCKUP AGREEMENT, dated as of February __, 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 [_____________] (collectively, the “Stockholder”).

HELIOS AND MATHESON ANALYTICS INC. Empire State Building 350 5th Avenue New York, New York 10118
Helios And • February 7th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services
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