SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 15, 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 AGREEMENTRegistration Rights Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Illinois
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August __, 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 AGREEMENTSecurity and Pledge Agreement • August 15th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
SECURITY AND PLEDGE AGREEMENT, dated as of August __, 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 August __, 2017 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
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 MoviePass Inc., a Delaware corporation (the “MoviePass”) and Theodore Farnsworth, an individual (“Farnsworth”), in his capacity as Chief Executive Officer of Helios and Matheson Analytics Inc. (“Helios”). Capitalized terms used but not defined herein have the meanings ascribed to them in the SPA (as defined below).
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.”
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 Helios and Matheson Analytics Inc., a Delaware corporation (“HMNY”), and the undersigned stockholder of the Company (as defined below) (“Stockholder”).
