SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “ Agreement ”), dated as of August 4, 2010, is entered into by and
between Helios & Matheson North America, Inc., a Delaware corporation (the “ Company ”), and Helios and
Matheson Inc., a Delaware corporation (the “ Purchaser ”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of
the Securities Act and Rule 506 promulgated thereunder, or, alternatively, Regulation S promulgated thereunder,
the board of directors of the Company has authorized the sale and issuance to the Purchaser of $2,000,000 of
Common Stock, for a price per share equal to the greater of book or market value determined in accordance with
Nasdaq rules on the date of this Agreement, subject to the terms and conditions of this Agreement (the “ Offering
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Company and the Purchaser agree as follows:
1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms have the
meanings indicated in this Section 1.1:
“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person, as such terms are used in and construed under
Rule 144 under the Securities Act.
“ Business Day ” means any day except Saturday, Sunday, any day which shall be a federal legal holiday
in the United States or any day on which banking institutions in the State of New York are authorized or
required by law or other governmental action to close or any day that the Common Stock is not traded on the
NASDAQ Stock Market.
“ Closing ” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“ Closing Date ” means the Business Day when this Agreement has