ASSET PURCHASE AGREEMENT by and between OATH INC., as Seller, and HELIOS AND MATHESON ANALYTICS INC., as Buyer Dated as of April 4, 2018Asset Purchase Agreement • August 14th, 2018 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of April 4, 2018 by and between OATH INC., a Delaware corporation (“Seller”) and HELIOS AND MATHESON ANALYTICS INC., a Delaware corporation (“Buyer”). Each of Buyer and Seller is referred to herein sometimes as a “Party” and collectively as the “Parties.” All capitalized terms that are used but not otherwise defined in this Agreement have the respective meanings ascribed to them in Annex A.
ContractHelios & Matheson Analytics Inc. • August 14th, 2018 • Services-miscellaneous business services • New York
THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LOCK-UP AGREEMENTLock-Up Agreement • August 14th, 2018 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of April 4, 2018 by and between Oath Inc., a Delaware corporation (“Seller”) and Helios and Matheson Analytics Inc., a Delaware corporation (“Buyer”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Asset Purchase Agreement (as defined below). Seller and Buyer are sometimes individually referred to herein as a “Party” and together as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2018 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 4, 2018, by and between Oath Inc., a Delaware corporation (“Seller”) and Helios and Matheson Analytics Inc., a Delaware corporation (“Buyer”).
HELIOS AND MATHESON ANALYTICS INC. equity distribution AGREEMENTHelios And • August 14th, 2018 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as of the date first written above, as follows:
