Indemnification AgreementIndemnification Agreement • June 19th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June [__], 2015 between Sidoti & Company, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 23rd, 2014 • Sidoti & Company, Inc. • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of February 28, 2013, between Sidoti & Company, LLC, a Delaware limited liability company, with its chief executive office located at 317 Madison Avenue, New York, New York 10017 (the “Borrower”) and TD Bank, N.A., a National Association, with an address of 317 Madison Avenue, 2nd floor, New York, New York 10017 (the “Bank”).
SIDOTI CAPITAL MANAGEMENT, LLC LIMITED LIABILITY COMPANY AGREEMENTLiability Company Agreement • January 14th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies
This Limited Liability Company Agreement of Sidoti Capital Management, LLC, a Delaware limited liability company (the “Company”), is entered into this 16th day of June, 2014 by the person executing this Agreement as the Member and such additional Members as may be hereinafter admitted.
SIDOTI & COMPANY, INC. [ ] Shares of Common Stock $0.001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York
Sidoti & Company, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Underwriting Agreement (this “Agreement”), to issue and sell a minimum of [ ] shares (the “Minimum Amount”) and a maximum of [ ] shares (the “Maximum Amount”) of its common stock, par value $0.001 per share (the “Common Stock”), to investors (collectively, the “Investors”) in an initial public offering through you as representative (the “Representative”) and the other underwriters (the “Underwriters”) named on Schedule 1 hereto, acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Registration Statement (as hereinafter defined).
SUBLEASE AGREEMENTSublease Agreement • October 23rd, 2014 • Sidoti & Company, Inc. • New York
THIS SUBLEASE AGREEMENT (this “Sublease”) is entered into as of June 5, 2014 by and between FEDERAL HOME LOAN MORTGAGE CORPORATION (“Freddie Mac” as “Sublandlord”), 8200 Jones Branch Drive, McLean, Virginia 22101, and SIDOTI & COMPANY LLC (“Subtenant”), 317 Madison Ave, New York, New York 10017.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of January 9, 2015, between Sidoti & Company, Inc., a Delaware corporation (the “Company”), and Stifel Venture Corp., a Missouri corporation (“Stifel”), and is effective upon consummation of the IPO (as defined below).
FULLY DISCLOSED CLEARING AGREEMENT BETWEEN SIDOTI & COMPANY LLC AND CONVERGEX EXECUTION SOLUTIONS LLCFully Disclosed Clearing Agreement • October 23rd, 2014 • Sidoti & Company, Inc. • New York
SUBSCRIPTION AGREEMENT between SIDOTI & COMPANY, INC. and STIFEL VENTURE CORP.Subscription Agreement • January 14th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of January 9, 2015, between Stifel Venture Corp., a Missouri corporation (“Stifel”), and Sidoti & Company, Inc., a Delaware corporation (the “Company”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • May 4th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • Delaware
This INVESTMENT MANAGEMENT AGREEMENT (the “Agreement”), dated as of October 2, 2014, is by and among SIDOTI MICRO CAP FUND, L.P., a Delaware limited partnership (the “Partnership”), SIDOTI MICRO CAP GP, LLC, a Delaware limited liability company (the “General Partner”), and SIDOTI CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”). All capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in the Partnership’s Limited Partnership Agreement dated as of June 16, 2014, as the same may from time to time be amended, supplemented, revised or restated (the “Partnership Agreement”).
OPERATING AGREEMENT OF SIDOTI & COMPANY, LLCOperating Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • Delaware
This Operating Agreement (this “Agreement”) of SIDOTI & COMPANY, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of March 1,1999, by and among Peter Sidoti (“Sidoti”) and the Sidoti Family Trust dated March 1, 1999 (the “Trust”).
FEE WAIVERSidoti & Company, Inc. • May 4th, 2015 • Security brokers, dealers & flotation companies
On October 2, 2014, Sidoti Capital Management, LLC (the “Adviser”) entered into an investment management agreement (the “Investment Management Agreement”) with Sidoti Micro Cap Fund, LP (the “Partnership”) and Sidoti Micro Cap GP, LLC (the “General Partner”). Pursuant to the Investment Management Agreement, the Partnership has agreed to pay the Adviser a management fee in the amount of 2.00% per annum of the net asset value of the Partnership, payable quarterly.
CONTRIBUTION and EXCHANGE AGREEMENTContribution and Exchange Agreement • August 7th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of [______], 2015, by and between Sidoti & Company, Inc., a Delaware corporation (the “Corporation”), and the holders of LLC Units (as defined herein) of SHC (as defined herein) party hereto (the “LLC Unitholders”).
LICENSE AGREEMENTLicense Agreement • October 23rd, 2014 • Sidoti & Company, Inc. • New York
THIS LICENSE AGREEMENT (“Agreement”) is made by and between FlexTrade Technologies, LLC (“Provider”) and Sidoti & Company LLC (“Subscriber”), effective as of the date this Agreement is signed by Provider (the “Effective Date”).
FORM of ESCROW AGREEMENTEscrow Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York
These instructions may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
SUBADVISORY AGREEMENTSubadvisory Agreement • May 4th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS SUBADVISORY AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2014, by and between Sidoti Capital Management, LLC, a Delaware limited liability company (the “Company”), and Liberty Park Capital Management, LLC, a Delaware limited liability company (the “Subadviser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York
This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such appendix may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of [______], 2015, by and among Sidoti & Company, Inc., a Delaware corporation (the “Company”), and the Covered Persons (as defined herein) party hereto.
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF SIDOTI HOLDING COMPANY, LLCOperating Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • Delaware
This Third Amended and Restated Operating Agreement (this "Agreement") of SIDOTI HOLDING COMPANY, LLC, a Delaware limited liability company (the "Company"), is made and entered into as of January 1, 2002 by and among Peter Sidoti ("Sidoti"), Ann Sidoti ("A. Sidoti") and the Sidoti Family Trust dated March 1, 1999 (the "Trust").
MASTER LETTER OF CREDIT AGREEMENT - SECUREDLoan Agreement • May 4th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York
In consideration of issuance by Bank, or a correspondent bank if Bank so requests, from time to time, upon Customer’s application and at Bank’s option, of one or more standby or commercial letters of credit (all the provisions of this Agreement, except as specifically noted otherwise, apply to both standby and commercial letters of credit, and both such types of letters of credit are hereinafter referred to as a “Credit”) the undersigned Customer, intending to be legally bound hereby, agrees with Bank that the following terms and conditions shall apply to each Credit issued by Bank for Customer’s account:
CONTRIBUTION and EXCHANGE AGREEMENTContribution and Exchange Agreement • December 5th, 2014 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies • New York
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of [______], 2015, by and between Sidoti & Company, Inc., a newly formed Delaware corporation (the “Corporation”), and the holders of LLC Units (as defined herein) of SHC (as defined herein) party hereto (the “LLC Unitholders”).
FEE WAIVERFee Waiver • May 4th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies
On June 16, 2014, Sidoti Micro Cap GP, LLC (the “General Partner”) entered into a limited partnership agreement (the “Limited Partnership Agreement”) with the limited partners of the Sidoti Micro Cap Fund, LP (the “Partnership”). Pursuant to the Limited Partnership Agreement, the Partnership has agreed to pay the General Partner an incentive allocation, payable yearly, of 20% of the net profits allocated to each investor after any prior losses allocated to each investor have been recouped.
FIRST AMENDMENT TO SIDOTI & COMPANY, LLC OPERATING AGREEMENTOperating Agreement • May 4th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies
THIS FIRST AMENDMENT TO OPERATING AGREEMENT ("Amendment") is dated as of December 30, 1999 and entered into by and among the Sidoti Family Trust dated March 1, 1999 (the "Trust"), as a withdrawing Member, Peter Sidoti ("Sidoti"), as a withdrawing Member, and Sidoti Holding Company, LLC, a Delaware limited liability company (the "Holding Company"), as the new sole Member of Sidoti & Company, LLC, a Delaware limited liability company (the "Company").
