Exhibit
4.2


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES
LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO.


 


SECURED
PROMISSORY NOTE


 


	 	New
    York, New York
	$35,000,000	January
    __, 2018


 


FOR
VALUE RECEIVED, [INVESTOR] (the “Investor”) hereby promises to pay to Helios and Matheson Analytics Inc., a
Delaware corporation (the “Company”), on the date set forth below, (i) the principal amount of Thirty Five
Million Dollars ($35,000,000) and (ii) interest on the unpaid principal balance hereof at the rate set forth herein (collectively,
the “Obligations”). This Promissory Note (this “Note”) has been issued pursuant to the Note
Purchase Agreement, dated as of January __, 2018 (the “Subscription Date”), by and among the Company and the
Investor (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Note Purchase
Agreement”) as payment of the purchase price of that certain Series B-1 Senior Secured Series B-1 Convertible Note of
the Company, with an initial aggregate principal amount of $35,000,000 (as such note may be amended, modified, supplemented, extended,
renewed, restated or replaced from time to time in accordance with the terms thereof, the “Series B-1 Note”),
issued pursuant to that certain Securities Purchase Agreement, dated as of January 10, 2018, by and among the Company and the
investors party thereto (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities
Purchase Agreement”). Capitalized terms not defined herein shall have the meaning as set forth in the Series B-1 Note.
NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED, WHETHER BY THE COMPANY, OPERATION
OF LAW, COURT ORDER OR OTHERWISE, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE INVESTOR. ANY SUCH PURPORTED ASSIGNMENT OR
TRANSFER WITHOUT SUCH CONSENT SHALL BE NULL AND VOID.


 


1.       Payment
of Principal. The principal amount of this Note (the “Principal”), together with all unpaid interest accrued
thereon and any other Obligations payable hereunder, shall be due and payable in full upon January __, 2060 (the “Maturity
Date”); provided, that the Maturity Date shall be automatically extended by one (1) calendar day for each calendar day
after January__, 2020 (the “Scheduled Series B-1 Note Maturity Date”), if any, that all, or any part, of the
Series B-1 Note remains outstanding.


 


2.       Payment
of Interest. The unpaid Principal balance due hereunder shall bear interest (the “Interest”) at an annual
rate equal to 0.61% (the “Interest Rate”). Subject to Sections 3 and 7 below, Interest shall be payable and
due upon the Maturity Date. All interest shall be computed on the basis of a year of 365 or 366 days, as the case may be, for
the actual number of days (including the first day but excluding the last day) elapsed.


 






     

     


    

 


3.       Prepayment
Prior to the Maturity Date.


 


(a)       Optional
Prepayment. The Investor may, at its option at any time on or after the date hereof, prepay, in whole or in part, without
premium or penalty, the Obligations under this Note (each, an “Optional Prepayment”).


 


(b)       Mandatory
Prepayment. Upon any Mandatory Prepayment Event (as defined below), the Investor shall promptly prepay such aggregate outstanding
Principal of this Note equal to the applicable Mandatory Prepayment Amount (as defined below) with respect to such Mandatory Prepayment
Event (each, a “Mandatory Prepayment”, and together with each Optional Prepayment, each a “Prepayment”).


 


(c)       Mechanics
of Prepayments. All Prepayments hereunder shall be made in cash, by wire transfer, in U.S. dollars and immediately available
funds, in accordance with the wire instructions delivered to the Investor by the Company on or prior to such date of such Prepayment.
At the option of the Company, prepayments may be made directly to the Company or to such other Persons as the Company may direct
in its wire instructions.


 


(d)       Cancellation
of Interest upon Prepayment. Notwithstanding anything herein to the contrary, upon any Prepayment prior to the Maturity Date
(including, without limitation, any Mandatory Prepayment), the aggregate cash amount in such Prepayment shall be applied entirely
to and against any outstanding Principal under this Note, and any accrued and unpaid Interest with respect to the Principal prepaid
shall be automatically cancelled as of the date of such prepayment.


 


(d)       Definitions.
For the purpose of this Note, the following definitions shall apply:


 


(i)       “Mandatory
Prepayment Amount” means, with respect to any given Mandatory Prepayment Event, such amount of cash as specified in
the applicable clause of the definition of “Mandatory Prepayment Event” below (or, as applicable, in such valid written
notice delivered pursuant to such clause).


 


(ii)       “Mandatory
Prepayment Event” means, as applicable, with respect to any Restricted Principal of the Series B Note designated to
be converted in a Conversion Notice, both (A) the Company’s receipt of such Conversion Notice thereunder executed by the
Investor in which all, or any part, of the principal of the Series B Note to be converted includes any Restricted Principal and
(B) the Investor’s receipt from the Company of written confirmation that the Company’s transfer agent (the “Transfer
Agent”) has been irrevocably instructed by the Company to deliver to the Investor (or its designee) the shares of Common
Stock to be issued pursuant to such Conversion Notice in accordance with Section 3(c) of the Series B Note (in each case, as adjusted,
if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Investor, whether pursuant to Section
3(c)(ii) of the Series B Note or otherwise). Notwithstanding the foregoing, the Investor (or its designee) shall not commence
a Deposit/Withdrawal at Custodian with respect to such shares of Common Stock to be issued upon conversion of Restricted Principal
unless and until the Investor shall have either (x) delivered such Mandatory Prepayment Amount to the Company or (y) delivered
evidence to the Company of the delivery of irrevocable instructions to the Investor’s bank, broker or other financial institution
to wire such Mandatory Prepayment Amount to the Company from an account with at least an amount of cash or other Eligible Assets
(as defined below) equal to such Mandatory Prepayment Amount).


 






    	 	2	 



     


    

 


4.       Defaults.


 


(a)       the
Investor shall be deemed in default hereunder upon the occurrence of any of the following (a “Default”):


 


(i)       Failure
to Pay Principal or Interest. The failure of the Investor to pay, when due, all or any part of any Principal or Interest required
to be made hereunder; or


 


(ii)       Bankruptcy,
etc. The Investor shall have entered against it by a court having jurisdiction thereof a decree or order for relief in respect
to the Investor in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
or a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official shall be appointed for the Investor
or for any substantial part of the Investor’s property, or the winding up or liquidation of the Investor’s affairs
shall have been ordered; or the Investor shall commence a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect; or the Investor shall consent to the entry of an order for such relief in an involuntary
case under any such law, or any such involuntary case shall commence, and not be dismissed within sixty (60) days; or the Investor
shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
or other similar official for the Investor or for any substantial part of the Investor’s property, or make any general assignment
for the benefit of creditors.


 


(b)       Consequence
of Default. Upon the occurrence of a Default, the outstanding Obligations hereunder shall, at the option of the Company, become
immediately due and payable. Notwithstanding the foregoing, if there shall occur a Default under Section 4(a)(ii) above, the entire
outstanding Obligations hereunder, shall automatically become immediately due and payable without any action on the part of the
Company. Upon the occurrence of a Default, the Company shall also have all the rights and remedies of a secured party on default
under Article 9 of the Uniform Commercial Code of the State of New York with respect to the Collateral (as hereinafter defined).


 






    	 	3	 



     


    

 


5.       Representations
and Warranties of the Investor. The Investor represents and warrants to the Company as follows as of the date hereof: (a) the
Investor has the power and authority to execute, deliver and perform all obligations in accordance herewith; (b) the execution,
delivery and performance by the Investor of this Note are within the Investor's legal powers, and do not contravene any law or
any contractual restriction binding on or affecting the Investor; (c) no authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance
by the Investor of this Note; (d) this Note constitutes the legal, valid and binding obligation of the Investor, enforceable
against the Investor in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency, fraudulent
conveyance, moratorium and other laws for the protection of creditors generally and by general equitable principles; and (e) there
is no pending or, to the Investor's knowledge, threatened action or proceeding affecting the Investor before any governmental
agency or arbitrator with respect to the transactions contemplated by this Note or which may materially adversely affect the property,
assets or condition (financial or otherwise) of the Investor.


 


6.       Security.


 


(a)       Grant
of Security Interest. As security for the due and prompt payment and performance of all payment obligations under this Note
and any modifications, replacements and extensions hereof (collectively, “Secured Obligations”), the Investor
hereby pledges and grants a security interest to the Company in all of the Investor’s right, title, and interest in and
to, initially at least $35,000,000, in the aggregate, in cash, cash equivalents, any Group of Ten (“G10”) currency
and any notes or other securities issued by any G10 country (the “Eligible Assets”) held by the Investor in
the bank or brokerage account described on Schedule I attached hereto (the “Collateral”, and such account,
the “Collateral Account”), subject to reduction upon any reduction, offset or cancellation of this Note. So
long as any Restricted Principal (as defined in the Series B-1 Note) remains outstanding under the Series B-1 Note, the Investor
shall keep Collateral in the Collateral Account with a fair market value of at least the amount of Restricted Principal then outstanding.


 


(b)       Change
in Collateral Account. The Investor may, with at least five (5) Trading Days’ notice to the Company, move the Collateral
to an account or accounts of the Investor (the “New Collateral Account”) to a new account or accounts at a
financial institution selected by the Investor, (but if such financial institution is not listed as a permitted financial institution
on Schedule II attached hereto, subject to the consent of the Company, not to be unreasonably withheld), and upon such move, such
New Collateral Account shall be the Collateral Account for all purposes hereunder.


 


7.       Netting
Rights.


 


(a)       Securities
Contract. The Company and the Investor hereby acknowledge and agree that the Securities Purchase Agreement and the Note Purchase
Agreement each is a “securities contract” as defined in 11 U.S.C. § 741 and that Investor shall have all rights
in respect of the Investor Note, the Series B-1 Note, the Master Netting Agreement, the Securities Purchase Agreement and the
Note Purchase Agreement as are set forth in 11 U.S.C. § 555 and 11 U.S.C. § 362(b)(6), including, without limitation,
all rights of credit, deduction, setoff, offset, recoupment, and netting (collectively, “Netting” or “Net”)
as are available under this Note, the Series B-1 Note and the Master Netting Agreement.


 






    	 	4	 



     


    

 


(b)       Investor
Optional Netting. Notwithstanding anything herein to the contrary, the Investor may, on or after January 30, 2018, at any
time an Equity Conditions Failure (as defined in the Series B-1 Note) then exists, at its option, at its sole discretion, by written
notice to the Company, Net all, or any part, of the outstanding obligations under the Series B-1 Note by the cancellation of such
portion of the outstanding obligations under the Series B-1 Note as set forth in such written notice in exchange for the surrender
and concurrent cancellation of an equal amount of Principal hereunder (each, an “Investor Optional Netting”).
Upon any Investor Optional Netting, any accrued and unpaid Interest hereunder with respect to such portion of Principal being
cancelled in such Investor Optional Netting shall be automatically cancelled as of the date of such Investor Optional Netting.
Each Investor Optional Netting shall be effective upon the date the Investor delivers written notice to the Company of the Investor’s
election to effect such Investor Optional Netting.


 


(c)       Automatic
Netting at Maturity. Notwithstanding anything herein to the contrary, at the Maturity Date (as defined in the Series B-1 Note),
if any amounts remain outstanding under the Series B-1 Note and hereunder, the Investor shall automatically Net such part of the
outstanding obligations under the Series B-1 Note equal to the aggregate Principal then outstanding hereunder (the “Remaining
Principal Amount”) by the cancellation of the Remaining Principal Amount of the outstanding obligations under the Series
B-1 Note in exchange for the surrender and concurrent cancellation of the aggregate Principal then outstanding hereunder (the
“Maturity Netting”). Upon any Maturity Netting, any accrued and unpaid Interest hereunder with respect to such
portion of Principal being cancelled in such Maturity Netting shall be automatically cancelled as of the date of such Maturity
Netting and, thereafter, this Note shall be deemed to be paid in full and shall be null and void. The Maturity Netting shall automatically
occur on the Maturity Date (as defined in the Series B-1 Note).


 


(d)       Event
of Default Netting. Notwithstanding anything herein to the contrary, Investor may, at any time on or after the occurrence
of any Event of Default under the Series B-1 Note, but prior to the date of cure thereof, at its sole discretion, by written notice
to the Company, Net all, or any part, of the outstanding obligations under the Series B-1 Note by the cancellation of such portion
of the outstanding obligations under the Series B-1 Note as set forth in such written notice in exchange for the surrender and
concurrent cancellation of an equal amount of Principal hereunder (each, an “Event of Default Netting”). Upon
any Event of Default Netting, any accrued and unpaid Interest hereunder with respect to such portion of Principal being satisfied
in such Event of Default Netting shall be automatically cancelled as of the date of such Event of Default Netting. Each Event
of Default Netting shall be effective upon the date the Investor delivers notice to the Company of the Investor’s election
to effect such Event of Default Netting.


 






    	 	5	 



     


    

 


(e)       Automatic
Netting Upon any Bankruptcy Event of Default. Notwithstanding anything herein to the contrary, upon any Bankruptcy Event of
Default under the Series B-1 Note, the Investor shall automatically Net such part of the outstanding obligations under the Series
B-1 Note equal to the Remaining Principal Amount by the cancellation of the Remaining Principal Amount of the outstanding obligations
under the Series B-1 Note in exchange for the surrender and concurrent cancellation of the aggregate Principal then outstanding
hereunder (each, a “Bankruptcy Event of Default Netting”, and together with the Investor Optional Netting,
Maturity Netting, and Event of Default Netting, the “Investor Netting Rights”). Upon any Bankruptcy Event of
Default Netting, any accrued and unpaid Interest hereunder with respect to such portion of Principal being satisfied in such Bankruptcy
Event of Default Netting shall be automatically cancelled as of the date of such Bankruptcy Event of Default Netting and, thereafter,
this Note shall be deemed to be paid in full and shall be null and void. Each Bankruptcy Event of Default Netting shall be effective
upon the date of the earliest occurrence of a Bankruptcy Event (as defined in the Series B-1 Note) under the Series B-1 Note.


 


(f)       Automatic
Netting Upon Prohibited Transfers of this Note. If for any reason, this Note or any interest herein is pledged, assigned or
transferred to any Person other than the Company without the prior written consent of the Investor, whether by contract, operation
of law, court order or otherwise (each, a “Prohibited Transfer”), the Investor shall automatically Net such
part of the outstanding obligations under the Series B-1 Note equal to 75% of the remaining Restricted Principal then outstanding
under the Series B-1 Note (with the remaining 25% of the Restricted Principal of the Series B-1 Note automatically becoming unrestricted
principal thereunder) in exchange for the surrender and concurrent cancellation of the aggregate Principal then outstanding hereunder.
Upon any Prohibited Transfer, any accrued and unpaid Interest hereunder shall be automatically cancelled as of the date of such
Prohibited Transfer and, thereafter, this Note shall be deemed to be paid in full and shall be null and void.


 


(g)       Investor
Netting Rights; Single Integrated Transaction. The Company hereby acknowledges and agrees that (i) the Investor shall be entitled
to exercise the Investor Netting Rights through any means permissible under applicable law, including without limitation, set-off
and Netting and (ii) the Obligations of the Investor hereunder and the obligations of the Company under the Series B-1 Note issued
pursuant to the Securities Purchase Agreement arise in a single integrated transaction and constitute related and interdependent
obligations within such transaction.


 


8.       Miscellaneous.


 


(a)       Full
Recourse. The parties hereby acknowledge and agree that this Note is a full recourse obligation of the Investor.


 


(b)       No
Oral Waivers or Modifications. No provision of this Note may be waived or modified orally, but only in a writing signed by
the Company and the Investor.


 






    	 	6	 



     


    

 


(c)       Governing
Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan in the City of New York,
New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE
TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT
OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(d)       No
Severability. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by
a court of competent jurisdiction or other similar authority (a “Severability Event”), this entire Note shall
be automatically terminated and shall thereafter be null and void and all remaining payment obligations hereunder of the Investor
to the Company shall be automatically cancelled, ab initio.


 


(e)       Currency.
Principal and interest due hereunder shall be payable in lawful money of the United States of America and shall be payable to
the Company at the address of the Company, or at such other address as may be specified in a written notice to the Investor given
by the Company. The Company has provided the Investor with wire transfer instructions pursuant to which payments may be made under
this Note and such wire transfer instruction shall be valid for the entire period of this Note.


 


(f)       Weekend;
Holidays.If any payment on this Note shall become due on a Saturday, Sunday or a bank or legal holiday in the State of
New York, such payment shall be made on the next succeeding business day in the State of New York.


 


(g)       Usury.
If interest payable under this Note is in excess of the maximum permitted by law, the interest chargeable hereunder shall be reduced
to the maximum amount permitted by law and any excess over the maximum amount permitted by law shall be credited to the Principal
balance of this Note and applied to the same and not to the payment of Interest.


 






    	 	7	 



     


    

 


(h)       Remedies.


 


(i)       No
failure on the part of the Company to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise by the Company of any right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy
of the Company at law or equity or under this Note shall not be deemed to be an election of Company’s rights or remedies
under this Note or at law or equity.


 


(ii)       No
failure on the part of the Investor to exercise, and no delay in exercising, any right, power or remedy hereunder (including,
without limitation, any Netting permitted hereunder) shall operate as a waiver thereof; nor shall any single or partial exercise
by the Investor of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right,
power or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law. In addition,
the exercise of any right or remedy of the Investor at law or equity or under this Note shall not be deemed to be an election
of Investor’s rights or remedies under this Note or at law or equity.


 


(i)       Waiver
of Presentment. The Investor hereby waives presentment, diligence, protest and demand, notice of protest, demand and dishonor
and nonpayment of this Note.


 


[Signature
Page Follows]


 




    	 	8	 



     


    

  


IN
WITNESS WHEREOF, this Note has been executed as of the date first written above.


 


	 	HUDSON
    BAY MASTER FUND LTD
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Agreed
and accepted as of


this
10th day of January, 2018 by:


 


HELIOS
AND MATHESON ANALYTICS INC.


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	 	9	 



     


    

 


Schedule
I


 


Collateral
Account


 


Bank:


Bank
Address:


Account
Number:


Account
Name:


 




     

     


    

 


Schedule
II


 


Permitted
Financial Institutions


 


UBS
AG or any of their affiliates


Citibank
NA or any of their affiliates


Bank
of America Merrill Lynch or any of their affiliates


Deutsche
Bank, AG or any of their affiliates


Fidelity
Investments, FMR LLC or any of their affiliates


Morgan
Stanley or any of their affiliates


First
Republic Bank or any of their affiliates