Exhibit
10.5


 


VOTING
AND LOCKUP AGREEMENT


 


This
VOTING AND LOCKUP AGREEMENT, dated as of June [   ], 2018 (this “Agreement”), by and between Helios and Matheson Analytics
Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”),
and Theodore Farnsworth, an individual (the “Stockholder”).


 


WHEREAS,
the Company and certain buyers (each, a “Buyer”, and collectively, the “Buyers”) have entered into a Securities
Purchase Agreement, dated as of June [   ], 2018 (the “Securities Purchase Agreement”), pursuant to which, among other
things, the Company has agreed to issue and sell to the Buyers and the Buyers have, severally but not jointly, agreed to purchase:
(i) shares of Series A Preferred Stock of the Company (the “Preferred Stock”); and (ii) senior secured convertible
notes of the Company (the “Notes”), which will be convertible into shares of the Company’s common stock, $0.01
par value per share (the “Common Stock”), in accordance with the terms of the Notes;


 


WHEREAS,
as of the date hereof, the Stockholder owns shares of Common Stock (the “Stockholder Shares”), which represent (i)
approximately 1.00% of the total issued and outstanding Common Stock of the Company, and (ii) approximately 1.00% of the total
voting power of the Company; and


 


WHEREAS,
as a condition to the willingness of the Buyers to enter into the Securities Purchase Agreement and to consummate the transactions
contemplated thereby (collectively, the “Transaction”), the Buyers have required that the Stockholder agree, and in
order to induce the Buyers to enter into the Securities Purchase Agreement, the Stockholder has agreed, to enter into this Agreement
with respect to all the Stockholder Shares now owned and which may hereafter be acquired by the Stockholder and any other securities
of the Company (the “Other Securities”, and together with the Stockholder Shares, the “Stockholder Securities”),
if any, which Stockholder is currently entitled to vote, or after the date hereof becomes entitled to vote, at any meeting of
the stockholders of the Company.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:


 


ARTICLE
I


 


VOTING
AGREEMENT OF THE STOCKHOLDER


 


SECTION
1.01. Voting Agreement. Subject to the last sentence of this Section 1.01, the Stockholder hereby agrees that at any meeting
of the stockholders of the Company, however called, and in any action by written consent of the Company’s stockholders,
the Stockholder shall vote the Stockholder Securities, which Stockholder is currently entitled to vote, or after the date hereof
becomes entitled to vote, at any meeting of the stockholders of the Company: (a) in favor of the Stockholder Approval (as defined
in the Securities Purchase Agreement) and the Stockholder Resolutions (as defined in the Securities Purchase Agreement), in each
case, as described in Section 4(x) of the Securities Purchase Agreement; and (b) against any proposal or any other corporate action
or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of
the Company under the Transaction Documents (as defined in the Securities Purchase Agreement) or which could result in any of
the conditions to the Company’s obligations under the Transaction Documents not being fulfilled. The Stockholder acknowledges
receipt and review of a copy of the Securities Purchase Agreement and the other Transaction Documents. The obligations of the
Stockholder under this Section 1.01 shall terminate immediately following the occurrence of the Stockholder Approval.


 






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ARTICLE
II


 


REPRESENTATIONS
AND WARRANTIES OF THE STOCKHOLDER


 


The
Stockholder hereby represents and warrants to the Company and each of the Buyers as follows:


 


SECTION
2.01. Authority Relative to this Agreement. The Stockholder has all requisite power and authority to execute and deliver
this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has
been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder,
enforceable against the Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating
to, or affecting generally, the enforcement of creditors’ and other obligees’ rights and (b) where the remedy of specific
performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion
of the court before which the proceeding may be brought.


 


SECTION
2.02. No Conflict. (a) The execution and delivery of this Agreement by the Stockholder does not, and the performance of
this Agreement by the Stockholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance,
rule, regulation, order, judgment or decree applicable to the Stockholder or by which the Stockholder Securities owned by the
Stockholder are bound or affected or (ii) result in any breach of or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, or result in the creation of a lien or encumbrance on any of the Stockholder Securities owned by the Stockholder pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation
to which the Stockholder is a party or by which the Stockholder or the Stockholder Securities owned by the Stockholder is bound.


 


(b)
The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder
shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity
by the Stockholder.


 


SECTION
2.03. Title to the Stock. As of the date hereof, the Stockholder is the owner of 2,490,000 shares of Common Stock, entitled
to vote, without restriction, on all matters brought before holders of capital stock of the Company, which shares of Common Stock
represent on the date hereof approximately 10.38% of the outstanding stock and approximately 10.38% of the voting power of the
Company. Such shares of Common Stock are all the securities of the Company owned, either of record or beneficially, by the Stockholder.
Such Common Stock is owned free and clear of all Encumbrances (as defined below). The Stockholder has not appointed or granted
any proxy, which appointment or grant is still effective, with respect to the Common Stock or Other Securities owned by the Stockholder.


 






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ARTICLE
III


 


COVENANTS


 


SECTION
3.01. Lockup of Stockholder Securities. The Stockholder hereby covenants and agrees that, during the period commencing
on the date hereof and ending on the initial date when all of the Principal outstanding under the Notes consists of Restricted
Principal thereunder (the “Lockup Termination Date”), the Stockholder shall not (i) sell, offer to sell, contract
or agree to sell (except that the Stockholder may dispose of shares underlying equity awards between April 1 to April 15 of any
given year, in an amount not to exceed 262,500 in total, in connection with the full or partial payment of applicable taxes or
tax withholding obligations arising from the issuance of an award of Common Stock or options to purchase Common Stock granted
to the Stockholder pursuant to an Approved Stock Plan, as defined in the Securities Purchase Agreement), hypothecate, pledge,
grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any
securities of the Company, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder with respect to any securities of the Company owned directly by the Stockholder
(including holding as a custodian) or with respect to which the Stockholder has beneficial ownership within the rules and regulations
of the Securities and Exchange Commission or (ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any securities of the Company, owned directly by the Stockholder
(including holding as a custodian) or with respect to which the Stockholder has beneficial ownership within the rules and regulations
of the Securities and Exchange Commission, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, (iii) permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation
on the Stockholder’s voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) with
respect to any of the Stockholder Securities except with respect to that certain Voting Agreement, dated as of November 7, 2017,
by and among the Company and the Stockholder, and that certain Voting and Lockup Agreement, dated January 23, 2018, by and among
the Company and the Stockholder, (iv) engage in any hedging or other transaction which is designed to or which reasonably could
be expected to lead to or result in a sale or disposition of the Stockholder Securities even if the Stockholder Securities would
be disposed of by someone other than the Stockholder (including, without limitation, any short sale or any purchase, sale or grant
of any right (including, without limitation, any put or call option) with respect to any of the Stockholder Securities or with
respect to any security that includes, relates to, or derives any significant part of its value from the Stockholder Securities)
or (v) directly or indirectly, or initiate, solicit or encourage any person to take actions which could reasonably be expected
to lead to the occurrence of any of the foregoing.


 


SECTION
3.02. Company Cooperation. The Company hereby covenants and agrees that it will not, and the Stockholder irrevocably and
unconditionally acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto),
recognize any Encumbrance or agreement (other than this Agreement) on any of the Stockholder Securities subject to this Agreement.


 


ARTICLE
IV


 


MISCELLANEOUS


 


SECTION
4.01. Further Assurances. The Stockholder shall execute and deliver such further documents and instruments and take all
further action as may be reasonably necessary in order to consummate the transactions contemplated hereby.


 


SECTION
4.02. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of
this Agreement was not performed in accordance with the terms hereof and that any Buyer (without being joined by any other Buyer)
shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. Any Buyer
shall be entitled to its reasonable attorneys' fees in any action brought to enforce this Agreement in which it is the prevailing
party.


 


SECTION
4.03. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Stockholder (other
than the Securities Purchase Agreement and the other Transaction Documents) with respect to the subject matter hereof and supersedes
all prior agreements and understandings, both written and oral, among the Company and the Stockholder with respect to the subject
matter hereof.


 


SECTION
4.04. Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.


 


SECTION
4.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse
to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the
fullest extent possible.


 






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SECTION
4.06. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of Delaware. The Company 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 under any of the other Transaction Documents or with any transaction contemplated hereby
or thereby, 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. The parties consent to the jurisdiction and venue of the foregoing
courts and consent that any process or notice of motion or other application to any of said courts or a judge thereof may be served
inside or outside the State of New York by registered mail, return receipt requested, directed to the party being served at its
address set forth on the signature ages to this Agreement (and service so made shall be deemed complete three (3) days after the
same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said
courts. Each of the Company and the Stockholder irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought in such a court and any
claim that suit, action, or proceeding has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


SECTION
4.07. Termination. This Agreement shall automatically terminate immediately following the Lockup Termination Date.


 


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IN
WITNESS WHEREOF, the Stockholder and the Company have duly executed this Voting and Lockup Agreement as of the date first written
above.


 


	THE
    COMPANY:	 	STOCKHOLDER:
	 	 	 
	HELIOS
    AND MATHESON ANALYTICS INC.	 	THEODORE
    FARNSWORTH
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	Theodore
    Farnsworth	 	Theodore
    Farnsworth
	 	Title:	Chief
    Executive Officer	 	


 


	Address:	Empire
    State Building	 	Address:	275 NE 18th St., PH #7
	 	350
    5th Avenue	 	 	Miami,
    FL 33132
	 	New
    York, NY 10118	 	 	 





[Signature
Page to Ted Farnsworth Voting and Lockup Agreement]