MoviePass SPAC Presentation Deck slide image

MoviePass SPAC Presentation Deck

Disclaimer and Notices Cautionary Statement on Forward-looking Information Certain information in this presentation contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, "forward- looking statements") that may not be based on historical fact, but instead relate to future events, including without limitation statements containing the words "believe", "may", "plan", "will", "estimate", "continue". "anticipate", "intend", "expect", "project" and similar expressions. All statements other than statements of historical fact included in this presentation are forward-looking statements, including statements regarding industry growth and the expected benefits of the MoviePass technology. Statements regarding future events are based on MoviePass' current expectations and are necessarily subject to associated risks related to, among other things, conditions to the closing of the pending transaction between Helios and Matheson Analytics Inc. (NASDAQ: HMNY) ("HMNY") and MoviePass under which HMNY proposes to acquire a majority stake in MoviePass (the "Transaction") that may not be satisfied, the occurrence of any event, change or other circumstances that could give rise to the termination of such Transaction prior to closing, risks associated with MoviePass' business and general economic conditions. Such forward-looking statements are based on a number of assumptions. Although management of MoviePass believes that the assumptions made and expectations represented by such statements are reasonable, there can be no assurance that a forward-looking statement contained herein will prove to be accurate. Actual results and developments may differ materially from those expressed or implied by the forward-looking statements contained herein and even if such actual results and developments are realized or substantially realized, there can be no assurance that they will have the expected consequences or effects. Risk factors and other material information concerning HMNY are described in its periodic and current reports, information statements and registration statements filed with the U.S. Securities and Exchange Commission (the "SEC"). You are encouraged to review such reports and other filings at www.sec.gov. Given these risks, uncertainties and factors, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on MoviePass' current expectations and neither HMNY nor MoviePass undertakes an obligation to revise or update such forward-looking statements and information to reflect subsequent events or circumstances, except as required by law. moviepass Additional Information for Stockholders of HMNY about the Proposed Transaction and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. HMNY plans to file with the SEC and furnish its stockholders with a proxy statement in connection with the proposed transaction with MoviePass and security holders of HMNY are urged to read the proxy statement and the other relevant materials when they become available because such materials will contain important information about HMNY, MoviePass and their respective affiliates and the proposed Transaction. The proxy statement and other relevant materials (when they become available), and any and all other documents filed by HMNY with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the proxy statement, once it is filed, from HMNY by accessing HMNY's website at www.hmny.com or upon written request to: Helios and Matheson Analytics Inc., Attn: Secretary, Empire State Building, 350 Fifth Avenue, Suite 7520, New York, New York 10118, (212) 979-8228. Participants in the Solicitation HMNY and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of HMNY in connection with the proposed transaction. Information about those directors and executive officers of HMNY, including their ownership of HMNY securities, is set forth in the annual report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on April 14, 2017, and its definitive proxy statement on Schedule 14A filed with the SEC on October 3. 2017. Investors and security holders may obtain additional information regarding the direct and indirect interests of HMNY and its directors and executive officers in the proposed Transaction by reading the proxy statement and other public filings referred to above. 2
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