Exhibit 10.2








EXHIBIT 10.2









AMENDED AND RESTATED EQUITY COMMITMENT LETTER




September 17, 2009




Mr. Salvatore M. Quadrino, Chief Executive Officer

Helios & Matheson North America Inc.

200 Park Avenue South, Suite 901

New York, New York 10003





	 	Re: 	 	 Commitment to Purchase Common Stock






Dear Mr. Quadrino:




This letter agreement amends and restates in its entirely the Equity Commitment Letter of
Helios & Matheson Information Technology, Ltd., dated September
1, 2009, to Helios & Matheson North
America Inc., as follows:



This letter agreement sets forth the commitment of Helios & Matheson Information
Technology, Ltd. and/or its affiliates (the “Purchaser”), subject to the terms and conditions
contained herein, to purchase shares of the common stock, $0.01 par value, (the “Common
Stock”) of Helios & Matheson North America Inc., a New York corporation (the “Company”).



1. Commitment. The Purchaser hereby commits to the Company, subject to the terms and
conditions set forth herein, that on or before November 25, 2009
the Purchaser shall purchase shares
of the Company’s Common Stock (the “Shares”) at a
price range from $1.03 per share to $1.25 per
share for an aggregate minimum purchase price of USD$750,000 and an aggregate maximum purchase
price of USD$1,250,000 and in the event the offer price is above the range of $1.03 to $1.25 per
share, the commitment to investment by the Purchaser shall not exceed
$1,250,000 (the
“Commitment”).



2. Conditions. The Commitment shall be subject to the conditions that (i) the purchase
of the Shares can be made in accordance with all applicable state and federal securities laws and
Nasdaq rules; (ii) the purchase of the Shares is duly authorized by the Company’s board of
directors and if required by its shareholders; (iii) the Company has sufficient authorized capital
to issue the Shares; and (iv) a definitive securities purchase agreement which includes standard
representations by the Company and the Purchaser be prepared and executed prior to the
consummation of the purchase of the Shares.



3. Enforceability. This letter agreement may only be enforced by the Company. In
no event shall any of the Company’s creditors have any right to enforce this letter agreement
or to cause the Company to enforce this letter agreement.




 


 









 







Mr. Salvatore M. Quadrino, Chief Executive Officer

Helios & Matheson North America Inc.

Page 2









4. No Modification. This letter agreement may not be amended or otherwise modified
without the prior written consent of the Purchaser and the Company. No transfer of any rights or
obligations hereunder shall be permitted without the consent of the Purchaser and Company. Any
transfer in violation of the preceding sentence shall be null and void.



5. Entire Agreement. This letter agreement is the final, complete and exclusive
statement of the agreement of the parties with respect to the subject matter hereof; supersedes any
prior or contemporaneous agreements; and may not be varied, supplemented or contradicted by
evidence of prior agreements, or by evidence of subsequent oral agreements.



6. Governing
Law; Jurisdiction; Venue. This letter agreement, and all claims and
causes of action arising out of, based upon, or related to this letter agreement or the
negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and
enforced in accordance with, the laws of the State of New York, without regard to choice or
conflict of law principles that would result in the application of any laws other than the laws of
the State of New York. Any legal action, suit or proceeding arising out of, based upon or relating
to this letter agreement or the transactions contemplated hereby shall be brought solely in the
courts in the State of New York.



7. Notices. All notices, requests, claims, demands and other communications hereunder
shall be given and shall be deemed to have been duly received (a) upon receipt by hand delivery,
(b) on the third business day, if transmitted by international courier with confirmation of
delivery, (c) upon confirmation of delivery if transmitted by facsimile, or (d) by electronic mail,
provided there is no notice of delivery failure, as follows:




(a) if to the Purchaser:




Helios & Matheson Information Technology, Ltd.

9 Nungambakkam High Road

Chennai 600 034

India

Attn: V. Ramachandiran, Chairman




(b) if to the Company:




Helios & Matheson North America, Inc.

200 Park Avenue South, Suite 901

New York, New York 10003

USA

Attn: Salvatore Quadrino, Chief Executive Officer


 


 









 





Mr. Salvatore M. Quadrino, Chief Executive Officer

Helios & Matheson North America Inc.

Page 3









8. Counterparts. This letter agreement may be executed by facsimile or electronic
transmission and in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.



9. No Third Party Beneficiaries. This letter agreement shall inure to the benefit of
and be binding upon the Purchaser and the Company. Nothing in this letter agreement, express or
implied, is intended to nor does it confer upon any person other than
the Purchaser and the Company
any rights or remedies under this letter agreement. Without limiting the foregoing, the Company’s
creditors shall have no right to specifically enforce this letter
agreement or to cause the Company
to enforce this letter agreement.



If the terms of this letter agreement meet with the Company’s approval, we ask that the
Company date and countersign this letter agreement below.



Sincerely,



	 	 	 	 	 
	 	Helios & Matheson Information Technology, Ltd.

 	 
	 	By:  	/s/ V. Ramachandiran
 	 
	 	 	V. Ramachandiran  	 
	 	 	Chairman 	 



Dated: September 17, 2009




	 	 	 	 	 
	 	Agreed to and accepted:


Helios & Matheson North America Inc.

 	 
	 	By:  	/s/ Salvatore Quadrino
 	 
	 	 	Salvatore Quadrino  	 
	 	 	Chief Executive Officer