COMMON STOCK PURCHASE WARRANT HELIOS AND MATHESON ANALYTICS INC.Helios & Matheson Analytics Inc. • September 8th, 2016 • 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 the date hereof (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 9,908 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2016 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 7, 2016, 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 • September 8th, 2016 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Illinois
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 7, 2016, 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 • September 8th, 2016 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
SECURITY AND PLEDGE AGREEMENT, dated as of September 7, 2016 (this “Agreement”), made by HMNY Zone Loan LLC, a Delaware limited liability company with offices located at 4023 Kennett Pike, Wilmington, Delaware 19807 (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 September 7, 2016 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
GUARANTYGuaranty • September 8th, 2016 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
This GUARANTY, dated as of September 7, 2016 (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).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • September 8th, 2016 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
Attachment A: The only current filing/registration is for the fictitious name, “RedZone Map”, filed with the Florida Department of State on December 10, 2015, Registration Number G15000124723 – Certificate Attached
VOTING AND LOCKUP AGREEMENTVoting and Lockup Agreement • September 8th, 2016 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Illinois
VOTING AND LOCKUP AGREEMENT, dated as of September 7, 2016 (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 Helios & Matheson Information Technology, Ltd, an Indian corporation, and its wholly-owned subsidiary, Helios & Matheson Inc., a Delaware corporation (collectively, the “Stockholder”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • September 8th, 2016 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • New York
SECURITY AND PLEDGE AGREEMENT, dated as of September 7, 2016 (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 “Grantor”), 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 September 7, 2016 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
