GUARANTYGuaranty • 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).
VOTING PROXY AGREEMENTVoting Proxy Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Delaware
PROXY AGREEMENT, dated as of [ ], 2017 (this “Proxy Agreement”) by and between Helios and Matheson Analytics Inc., a Delaware corporation (the “Helios”) and Mitch Lowe, an individual (“Lowe”), in his capacity as Chief Executive Officer of MoviePass Inc. (“MoviePass”). Capitalized terms used but not defined herein have the meanings ascribed to them in the SPA (as defined below).
MOVIEPASS INC. SECURITIES PURCHASE AGREEMENT August 15, 2017Securities Purchase Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of August, 2017 by and between MoviePass Inc., a Delaware corporation (“MoviePass”), and Helios and Matheson Analytics Inc., a Delaware corporation (“Helios”).
MOVIEPASS INC. VOTING AGREEMENT Closing: [●], 2017Voting Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Delaware
TRANSACTION VOTING AND SUPPORT AGREEMENTTransaction Voting and Support Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
TRANSACTION VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 15, 2017, by and between MoviePass Inc., a Delaware Corporation (“MoviePass”), and the undersigned stockholder of the Company (as defined below)(“Stockholder”).
LOCK-UP AGREEMENTLock-Up Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
This Lock-Up Agreement (this “Lock-Up Agreement”) is being entered into as of [ ], 2017, by and between Helios and Matheson Analytics Inc., a Delaware corporation (“Helios”), on the one hand, and MoviePass Inc., a Delaware corporation ( “MoviePass”), on the other hand. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Agreement (as defined below). Helios and MoviePass are sometimes individually referred to herein as a “Party” and together as the “Parties.”
MOVIEPASS INC. INVESTORS’ RIGHTS AGREEMENT Closing: [●], 2017Investors’ Rights Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Delaware
This Investors’ Rights Agreement (this “Agreement”) is dated as of [●], 2017, and is between MoviePass Inc., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock listed on Exhibit A (the “Prior Investors”) and Helios and Matheson Analytics Inc. (the “New Investor” and collectively with the Prior Investors, the “Investors”).
MOVIEPASS INC. SECOND AMENDED AND RESTATED SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENTSubordinated Convertible Note Purchase Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • California
This Second Amended and Restated Subordinated Convertible Note Purchase Agreement (this “Agreement”) is made as of August 15, 2017 by and between MoviePass Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
