Exhibit 10.1





EXHIBIT 10.1









EQUITY COMMITMENT LETTER




September 1, 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 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 December 31, 2009 the Purchaser shall purchase
 shares of the Company’s Common Stock (the “Shares”) at a price range between $0.75 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 $0.75 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.



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.



helios
and matheson information technology ltd., cybervale, # 02-01,
mahindra world city, chennai — 603 002, India. tel: 91-44-43910000. fax: 91-44-43910099


 


 









 





	 	 
	Mr. Salvatore
M. Quadrino, Chief Executive Officer

Helios & Matheson North America Inc.

Page 2	









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



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.



helios
and matheson information technology ltd., cybervale, # 02-01,
mahindra world city, chennai — 603 002, India. tel: 91-44-43910000. fax: 91-44-43910099


 


 









 





	 	 
	Mr. Salvatore M. Quadrino, Chief Executive Officer

Helios & Matheson North America Inc.

Page 3
	




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 1, 2009




	 	 	 	 	 
	 	Agreed to and accepted:


Helios & Matheson North America Inc.

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




helios
and matheson information technology ltd., cybervale, # 02-01,
mahindra world city, chennai — 603 002, India. tel: 91-44-43910000. fax: 91-44-43910099