0001213900-17-013070 Sample Contracts

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 11th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 11, 2017, is entered into by and among Christopher Kelly, an individual (“Seller”), Helios and Matheson Analytics Inc., a Delaware corporation (“Buyer”), and, for purposes of Sections 6 and 8 of this Agreement only, MoviePass Inc., a Delaware corporation (the “Company”).

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NOTE CONVERSION AGREEMENT
Note Conversion Agreement • December 11th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Delaware

This Note Conversion Agreement (this “Agreement”) is made and entered into as of ______________, 2017 by and among MoviePass Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of the Notes (as defined below).

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 11th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services

This Amendment No. 2 to Securities Purchase Agreement (the “Amendment”) is made and entered into as of December 11, 2017 by and between MoviePass Inc., a Delaware corporation (“MoviePass”), and Helios and Matheson Analytics Inc., a Delaware corporation (“Helios”).

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