Siebert Financial Corp Sample Contracts

ARTICLE I --------- SERVICES --------
Services Agreement • March 31st, 1997 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
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SIEBERT, BRANDFORD, SHANK & CO., LLC OPERATING AGREEMENT Dated as of March 10, 1997
Operating Agreement • March 31st, 1997 • Siebert Financial Corp • Security brokers, dealers & flotation companies • Delaware
ARTICLE I THE REORGANIZATION
Merger Agreement and Plan of Reorganization • June 14th, 1999 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
Support and Restrictive Covenant Agreement
Support and Restrictive Covenant Agreement • May 3rd, 2023 • Siebert Financial Corp • Security brokers, dealers & flotation companies

Support and Restrictive Covenant Agreement (this “Agreement”), dated as of April 27, 2023 (the “Effective Date”), by and among Siebert Financial Corp., a New York corporation (the “Company”), Kakaopay Corporation, a company established under the Laws of Korea (“Purchaser”), and David Gebbia (“Gebbia”) (each, a “Party” and, collectively, the “Parties”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in that certain Second Tranche Agreement (as defined below).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 8th, 2018 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

ASSET PURCHASE AGREEMENT, dated as of June 26, 2017 (this “Agreement”) is made by and among STOCKCROSS FINANCIAL SERVICES, INC., a Massachusetts corporation (“Seller”), MURIEL SIEBERT & CO., INC., a Delaware corporation (“Buyer”), and SIEBERT FINANCIAL CORP., a New York corporation and the sole shareholder of Buyer (the “Parent”). Buyer, Seller and Parent are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings given to them in Article I hereof.

ACQUISITION AGREEMENT between SIEBERT FINANCIAL CORP., THE ESTATE OF MURIEL F. SIEBERT and KENNEDY CABOT ACQUISITION, LLC dated September 1, 2016
Acquisition Agreement • September 2nd, 2016 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This ACQUISITION AGREEMENT (this “Agreement”), is entered into September 1, 2016, by and among SIEBERT FINANCIAL CORP., a New York corporation (the “Company”), THE ESTATE OF MURIEL F. SIEBERT (the “Majority Shareholder”) and KENNEDY CABOT ACQUISITION, LLC a Nevada limited liability company (the “Buyer”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.01 hereof.

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights and Lock-Up Agreement • May 3rd, 2023 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Siebert Financial Corp., a New York corporation (the “Company”), Kakaopay Corporation, a company established under the laws of the Republic of Korea (the “Purchaser”), and the undersigned parties listed under Holders on the signature pages hereto (each such party, collectively with the Purchaser and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3, the “Holders” and each, a “Holder”).

Contract
Siebert Financial Corp • November 10th, 2015 • Security brokers, dealers & flotation companies • New York

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A sUBORDINATION aGREEMENT DATED AS OF NOVEMBER 9, 2015, IN FAVOR OF mETRO bANK, WHICH SUBORDINATION AGREEMENT IS INCORPORATED HEREIN BY REFERENCE. NOTWITHSTANDING ANY CONTRARY STATEMENT CONTAINED IN THE WITHIN INSTRUMENT, NO PAYMENT ON ACCOUNT OF THE PRINCIPAL OR INTEREST HEREIN SHALL BECOME DUE OR BE PAID AND NO ACTIONS SHALL BE TAKEN HEREUNDER EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH SUBORDINATION AGREEMENT.

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • December 20th, 2023 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered as of December 19, 2023, by and among Siebert Financial Corp., a New York corporation (the “Company”), Kakaopay Corporation, a company established under the laws of the Republic of Korea (“Kakaopay”), the stockholders of the Company listed on Schedule I hereto (the “Gebbia Stockholders”), and John J. Gebbia (the “Gebbia Representative”), in such individual’s individual capacity and as a representative of the Gebbia Stockholders. The Company, Kakaopay, the Gebbia Stockholders and the Gebbia Representative are sometimes referred to collectively as the “Parties” and each as a “Party”. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings as defined in the First Tranche Agreement (as defined below).

EQUITY INTERESTS PURCHASE AGREEMENT
Equity Interests Purchase Agreement • October 3rd, 2019 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This EQUITY INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of September 27, 2019, is entered into by and among Weeden Investors L.P., a Delaware limited partnership (“LP”), Weeden Securities Corporation, a Delaware corporation (“GP” and together with LP, each, a “Seller” and collectively, the “Sellers”), and Siebert Financial Corp., a New York corporation (the “Purchaser”). Each of the Sellers and the Purchaser may be referred to herein as a “Party” and collectively, as the “Parties”).

SHARE REDEMPTION AGREEMENT
Share Redemption Agreement • July 14th, 2023 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This Share Redemption Agreement (this “Agreement”) is made and entered into as of July 10, 2023, (the “Effective Date”) by and among Cynthia DiBartolo (“DiBartolo”), Siebert Financial Corp., a New York corporation (the “Company”) and Tigress Holdings LLC, a Delaware limited liability company (“Tigress”).

EQUITY INTERESTS PURCHASE AGREEMENT
Equity Interests Purchase Agreement • June 26th, 2020 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This EQUITY INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of June 22, 2020, is entered into by and among Siebert Financial Corp., a New York corporation (the “Seller”) and WPS Acquisitions, LLC, a Delaware LLC (the “Purchaser”). Each of the Seller and the Purchaser may be referred to herein as a “Party” and collectively, as the “Parties”.

PURCHASE AGREEMENT
Purchase Agreement • January 24th, 2024 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

THIS AGREEMENT (“Agreement”) is made as of this 18th day of January, 2024 (“Effective Date”) by and among, J2 Financial Technology, Inc., d/b/a “Guild”, a Delaware corporation (the “Seller”), Siebert Technologies, LLC, a Nevada limited liability company (the “Purchaser”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • April 6th, 2022 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This Debt Exchange Agreement (the “Agreement”) is entered into effective as of as of March 31, 2022 by and between Gloria E. Gebbia (“Investor”) and Siebert Financial Corp., a New York corporation (the “Company”), with reference to the following facts:

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CONSENT AND WAIVER
Consent and Waiver • April 6th, 2017 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This CONSENT AND WAIVER (this “Agreement”) is entered into as of December 16, 2016, by and among Siebert Cisneros Shank Financial, LLC (“SCSF”)(f/k/a Siebert Brandford Shank Financial, LLC), Siebert Cisneros Shank & Co., L.L.C. (“SCS”)(f/k/a Siebert Brandford Shank & Co., L.L.C.), and Siebert Financial Corp., a New York corporation (“SFC”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 28th, 2020 • Siebert Financial Corp • Security brokers, dealers & flotation companies • California

This LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of July 22, 2020, is entered into by and between EAST WEST BANK, a California banking corporation (“Bank”) and SIEBERT FINANCIAL CORP., a New York corporation (“Borrower”), with reference to the following facts:

FULLY DISCLOSED CLEARING AGREEMENT SUBMITTED BY: NATIONAL FINANCIAL SERVICES LLC
Siebert Financial Corp • August 16th, 2010 • Security brokers, dealers & flotation companies

This Agreement for fully disclosed clearing services (“Agreement”), shall be effective, subject to approval by the Financial Industry Regulatory Authority (“FINRA”), as of the last date executed by the parties as set forth below (“Effective Date”), by and between NATIONAL FINANCIAL SERVICES LLC (“NFS”), a Delaware limited liability company, and MURIEL SIEBERT & CO., INC. (“Correspondent”), a Delaware corporation. Beginning as of the Effective Date, this Agreement replaces and supersedes the clearing agreement between NFS and Correspondent dated March 20, 2000.

STOCKCROSS SHARE REPURCHASE AGREEMENT
Stockcross Share Repurchase Agreement • January 25th, 2019 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This StockCross Share Repurchase Agreement (as amended from time to time, this "Agreement") dated as of January 18, 2019 (this “Agreement"), is by and among tZERO Group, Inc., a Delaware corporation ("t ZERO"), StockCross Financial Services, Inc., a Massachusetts corporation (" StockCross") and Muriel Siebert & Co., Inc., a Delaware Corporation (" Siebert").

STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • May 3rd, 2023 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered as of [●], 2023, by and among Siebert Financial Corp., a New York corporation (the “Company”), Kakaopay Corporation, a company established under the Laws of the Republic of Korea (“Kakaopay”), the stockholders of the Company listed on Schedule I hereto (the “Gebbia Stockholders”), and [●] (the “Gebbia Representative”), in such individual’s individual capacity and as a representative of the Gebbia Stockholders. The Company, Kakaopay, the Gebbia Stockholders and the Gebbia Representative are sometimes referred to collectively as the “Parties” and each as a “Party”. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings as defined in the First Tranche Agreement or the Second Tranche Agreement, as applicable.

TERMINATION AND SETTLEMENT AGREEMENT
Termination and Settlement Agreement • December 20th, 2023 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This TERMINATION AND SETTLEMENT AGREEMENT (this “Agreement”), dated as of December 19, 2023 (the “Effective Date”), is entered into by and among (i) Siebert Financial Corp., a New York corporation (“Siebert” or the “Company”), (ii) Kakaopay Corporation, a company established under the laws of the Republic of Korea (“Kakaopay”), (iii) Kakaopay Securities Corp., a corporation organized and existing under the laws of South Korea (“KPS”), (iv) Muriel Siebert & Co., Inc., a corporation organized and existing under the laws of Delaware (“MSCO”), (v) John J. Gebbia, (vi) Gloria Gebbia, (vii) John and Gloria Gebbia Living Trust, (viii) Richard Gebbia, (ix) John M. Gebbia, (x) David Gebbia and (xi) Kimberly Gebbia ((v) through (xi), collectively, the “Gebbia Parties” and, (i) through (xi), collectively, the “Parties”).

OF
Disclosed Clearing Agreement • August 14th, 2002 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
CONTINUING GUARANTY
Continuing Guaranty • August 20th, 2024 • Siebert Financial Corp • Security brokers, dealers & flotation companies • California

This CONTINUING GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of July 29, 2024, is executed and delivered by JOHN J. GEBBIA, individually and as a co-trustee of the JOHN AND GLORIA LIVING TRUST U/D/T DECEMBER 8, 1994, and GLORIA GEBBIA, individually and as a co-trustee of the JOHN AND GLORIA LIVING TRUST U/D/T DECEMBER 8, 1994 (individually and collectively, the “Guarantor”), in favor of EAST WEST BANK (“Lender”), in light of the following:

ESCROW AGREEMENT
Escrow Agreement • October 3rd, 2019 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This Escrow Agreement (this “Agreement”) is entered into as of September 27, 2019, by and among Siebert Financial Corp., a Delaware corporation (the “Buyer”), Weeden Securities Corporation, a Delaware corporation (the “GP Seller”), Weeden Investors L.P., a Delaware limited partnership (“LP Seller” and, together with GP Seller, the “Sellers”)and Citibank, N.A. (the “Escrow Agent”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 7th, 2020 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 31, 2019 (this “Agreement”), is made by and among SIEBERT FINANCIAL CORP., a New York corporation (“Parent”), MURIEL SIEBERT & CO., INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), STOCKCROSS FINANCIAL SERVICES, INC., a Massachusetts corporation (the “Company”), and each of the shareholders of the Company (each, a “Shareholder” and collectively, the “Shareholders”). Parent, Merger Sub, the Company and the Shareholders are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings given to them in Article I hereof.

AMENDED AND RESTATED JOINT FILING AND GROUP AGREEMENT
Joint Filing and Group Agreement • January 13th, 2022 • Siebert Financial Corp • Security brokers, dealers & flotation companies

This Amended and Restated Joint Filing and Group Agreement (this “Agreement”) is dated as of January 10, 2022, by and among Gloria Gebbia, Richard Gebbia, John M. Gebbia, David Gebbia, and Kimberly Gebbia, (each a “Party” to this Agreement, and collectively, the “Parties” or the “Group”).

CONTRIBUTION AGREEMENT by and among TIGRESS HOLDINGS, LLC, WPS PRIME SERVICES, LLC AND SIEBERT FINANCIAL CORP. November 16, 2021
Contribution Agreement • November 17th, 2021 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This CONTRIBUTION AGREEMENT, dated as of November 16, 2021 (this “Agreement”), is by and among Tigress Holdings, LLC, a limited liability company organized under the laws of Delaware (the “Tigress Holdings”), WPS Prime Services, LLC, a limited liability company organized under the laws of Delaware (the “WPS Prime”), and Siebert Financial Corp., a corporation organized under the laws of New York (“Siebert Financial”). Each of Tigress Holdings, WPS Prime and Siebert Financial are referred to herein individually as a “Party” and collectively as the “Parties.”

LOAN AND SECURITY AGREEMENT by and between SIEBERT FINANCIAL CORP., as Borrower and EAST WEST BANK, as Bank Dated as of July 29, 2024
Loan and Security Agreement • August 20th, 2024 • Siebert Financial Corp • Security brokers, dealers & flotation companies • California

This LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of July 29, 2024, is entered into by and between EAST WEST BANK, a California banking corporation (“Bank”) and SIEBERT FINANCIAL CORP., a New York corporation (“Borrower”), with reference to the following facts:

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