Exhibit 10.2


 


AMENDMENT NO. 2


 


TO JANUARY SECURITIES PURCHASE AGREEMENT


 


AND CONVERTIBLE NOTES


 


This Amendment No.
2 to January Securities Purchase Agreement and Convertible Notes (this “Amendment”) is entered into as of
June 1, 2018, by and between Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”),
and the investor signatory hereto (the “Holder”), with reference to the following:


 


A. Prior to the date
hereof, pursuant to that Securities Purchase Agreement, dated as of January 11, 2018, by and between the Company and the Holder
(the “January Securities Purchase Agreement”), the Company issued to the Holder, (i) senior subordinated convertible
notes, in the aggregate original principal amount of $25 million, convertible into shares of Common Stock, in accordance with the
terms thereof and (ii) senior secured convertible notes, in the aggregate original principal amount of $35 million, convertible
into shares of Common Stock, in accordance with the terms thereof (together, the “January Notes”).


 


B. Pursuant to Section
4(w) of the January Securities Purchase Agreement, as amended by Amendment No. 1 to the January Securities Purchase Agreement,
the Company covenants to, among other things, hold a special meeting of stockholders for approval of resolutions providing for
the issuance of the Securities (comprised of the January Notes and the Conversion Shares) in accordance with Nasdaq Listing Rule
5635 by no later than June 1, 2018 (the “Stockholder Meeting Deadline”).


 


C. The Company and the
Holder desire to extend the Stockholder Meeting Deadline until August 1, 2018.


 


D. The Holder, alone,
constitutes the Required Holders as of the date of this Amendment.


 


E. Capitalized terms
used but not defined in this Amendment shall have the meanings ascribed to them in the January Securities Purchase Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:


 


1. Amendment
to Section 4(k) of the January Securities Purchase Agreement; Waiver. The amount “200%” set forth in Section
4(k) of the January Securities Purchase Agreement is hereby amended to be “100%” (equal to 3,407,654 shares of Common
Stock (subject to proportionate adjustment for any stock split, dividend, stock combination, recapitalization or other similar
transaction) as of the date of this Amendment), until the earlier of the Stockholder Approval Date (as amended pursuant to Section
2 of this Amendment) or the Stockholder Meeting Deadline (as amended pursuant to Section 2 of this Amendment), after which the
number “100%” therein shall be amended to be “200%” automatically and without any further action on the
parties to this Amendment required. The Holder hereby waives any Event of Default (as defined in the January Notes) that may have
arisen on or prior to the date of this Amendment solely as a result of the Company failing to reserve the Required Reserve Amount
(as in effect prior to this Amendment). The foregoing waiver shall not apply to any Event of Default occurring after the date of
this Amendment.


 



     


     


    

 


2. Amendment
to Section 4(w) of the January Securities Purchase Agreement. The first sentence of Section 4(w) of the January Securities
Purchase Agreement is hereby amended and restated in its entirety as follows:


 


“The Company
shall provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the “Stockholder
Meeting”), which shall be promptly called and held not later than August 1, 2018 (the “Stockholder Meeting Deadline”),
a proxy statement, in a form reasonably acceptable to the Buyers and Kelley Drye & Warren LLP, at the expense of the Company,
with the Company obligated to reimburse the expenses of Kelley Drye & Warren LLP incurred in connection therewith, soliciting
each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder
Resolutions”) providing for the issuance of all of the Securities in accordance with Nasdaq Listing Rule 5635 (the “Stockholder
Approval,” and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and
the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause
the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions.


 


3. Amendment
to Section 11(a) of January Notes. The amount “200%” set forth in Section 11(a) of the January Notes is hereby
amended to be “100%” (equal to 3,407,654 shares of Common Stock (subject to proportionate adjustment for any stock
split, dividend, stock combination, recapitalization or other similar transaction) as of the date of this Amendment), until the
earlier of the Stockholder Approval Date (as amended by Section 2 of this Amendment) or the Stockholder Meeting Deadline (as amended
by Section 2 of this Amendment), after which the number “100%” therein shall be amended to be “200%” automatically
and without any further action on the parties to this Amendment required. The Holder hereby waives any Event of Default (as defined
in the January Notes) that may have arisen on or prior to the date of this Amendment solely as a result of the Company failing
to reserve the Required Reserve Amount (as in effect prior to this Amendment). The foregoing waiver shall not apply to any Event
of Default occurring after the date of this Amendment.


 


4. Transfer Agent
Instructions. The Company and the Holder hereby agree that the Irrevocable Transfer Agent Instructions shall be supplemented
with a letter substantially in the form attached hereto as Exhibit A, which the Company shall execute and deliver to its
transfer agent no later than the Business Day immediately following the date of this Amendment.


 


5. Current Issued
and Outstanding and Reserved Shares. The Company hereby represents and warrants to the Holder that, (a) as of the date
of this Amendment, the Company has 500,000,000 shares of Common Stock authorized, (ii) as of May 30, 2018, the Company had 153,927,839
shares of Common Stock issued and outstanding and an aggregate of 277,363,962 shares of Common Stock reserved for issuance pursuant
to outstanding securities that are convertible into or exercisable for Common Stock and other obligations of the Company, after
giving effect to this Amendment and Amendment No. 1 to the Securities Purchase Agreement, dated November 6, 2017, between the Company
and the buyers signatory thereto, and the convertible notes issued pursuant thereto.


 



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6. Ratifications.
Except as otherwise expressly provided herein, the January Securities Purchase Agreement and January Notes are, and shall continue
to be, in full force and effect and are hereby ratified and confirmed in all respects.


 


7. Miscellaneous
Provisions. Section 9 of the January Securities Purchase Agreement is hereby incorporated by reference herein, mutatis
mutandis.


 


8. Disclosure
of Transaction. The Company shall, on or before 8:30 a.m., New York City Time, on or prior to the first business day after
the date of this Amendment, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the
form required by the 1934 Securities Exchange Act, as amended (the “1934 Act”), and attaching this Amendment,
to the extent it is required to be filed under the 1934 Act, as an exhibit to such filing (including all attachments, the “8-K
Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information
(if any) provided up to such time to the Holder by the Company or any of its Subsidiaries or any of their respective officers,
directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that
any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated by this Amendment
or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its Subsidiaries or any of their
respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Holder or any of their affiliates,
on the other hand, shall terminate.


 


[The remainder of the
page is intentionally left blank]


 



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IN WITNESS WHEREOF,
the undersigned Holder and the Company have executed this Amendment as of the date set forth on the first page of this Amendment.


 


	 	COMPANY:
	 	 
	 	HELIOS AND MATHESON ANALYTICS INC.
	 	 
	 	By:	/s/ Theodore Farnsworth
	 	 	Name: Theodore Farnsworth
	 	 	Title:   Chief Executive Officer




 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned Holder and the Company have executed this Amendment as of the date set forth on the first page of this Amendment.


 


	 	HOLDER:
	 	 
	 	HUDSON BAY MASTER FUND LTD
	 	 
	 	By:	Hudson Bay Capital Management LP, its investment manager
	 	 	 
	 	By:	/s/ George Antonopoulos
	 	 	Name: George Antonopoulos
	 	 	Title:   Authorized Signatory




 




     


     


    

 


Exhibit A


 





 


Transfer Agent Instructions


 


June 1, 2018


 


Computershare Trust Company, N.A.


462 South Fourth Street


Louisville, KY 40202


 


		Re:	Decrease of Reserve Shares



 


Ladies and Gentlemen:


 


This instruction letter
is delivered by Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), in connection with
the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable upon
the conversion of (i) Series A-1 senior subordinated convertible notes in the aggregate principal amount of $25,000,000 (the “Series
A Notes”); and (ii) Series B-1 senior secured convertible notes in the aggregate principal amount of $35,000,000 (the
“Series B Notes,” and together with the Series A Notes, the “Notes”). The Company delivered
an instruction letter on January 23, 2018 to reserve 5,244,756 shares of Common Stock (the “Reserve Shares”)
for issuance upon conversion of the Notes by the holders (the “January 23, 2018 Letter”). A copy of the January
23, 2018 Letter is attached hereto for your reference. The account number for the reserve established pursuant to the January 23,
2018 Letter is “R78”.


 


This letter constitutes
a written instruction by the Company to decrease the amount of the Reserve Shares to 3,407,654 shares of Common Stock, effective
immediately.


 


[Signature page follows]




     


     


    

IN WITNESS WHEREOF,
the Company has caused these Transfer Agent Instructions to be duly executed and delivered as of the date set forth above.


 


	 	COMPANY:
	 	 
	 	HELIOS AND MATHESON ANALYTICS INC.
	 	 	 
	 	By:	 
	 	 	Stuart Benson
	 	 	Chief Financial Officer