Helios and Matheson Analytics Inc (HMNY)

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2.13 Equity Capitalization.

(b) Authorized and Outstanding Capital Stock. As of December 17, 2018, the authorized capital stock of the Company consists of (A) Five Billion (5,000,000,000) shares of Common Stock, of which, 1,668,207,926 are issued and outstanding and 2,574,157,579 of which are reserved for issuance pursuant to the Equity Incentive Plan, the Company’s outstanding Convertible Securities and other obligations of the Company, and (B) Two Million (2,000,000) shares of Preferred Stock, 20,500 shares of which are designated as Series A Preferred Stock and are issued and outstanding before giving effect to the transactions contemplated hereby. No shares of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.


Schedule 2.14

Guarantees

The Company has guaranteed the following Indebtedness of MoviePass:

1. The payment obligations of MoviePass to salesforce.com under that certain Master Subscription Agreement by and between salesforce.com and MoviePass in the aggregate amount of $860,000.

2. The payment obligations of MoviePass to Zuora, Inc. under that certain Zuora Master Subscription Agreement, dated July 31, 2018, by and between Zuora, Inc. and MoviePass in the aggregate amount of $500,000.

3. The payment obligations of MoviePass to Worldpay, LLC under that certain Bank Card Merchant Agreement by and between Worldpay, LLC and MoviePass in the aggregate amount of $1,200,000.