0001047469-15-007971 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2015 by and between Associated Capital Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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TAX INDEMNITY AND SHARING AGREEMENT BETWEEN ASSOCIATED CAPITAL GROUP, INC. AND GAMCO INVESTORS, INC. Dated as of October , 2015
Tax Indemnity and Sharing Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

THIS TAX INDEMNITY AND SHARING AGREEMENT (the “Agreement”) is dated as of October , 2015 by and between GAMCO Investors, Inc., a Delaware corporation (“GAMCO”), and Associated Capital Group, Inc., a Delaware corporation and a wholly-owned subsidiary of GAMCO (“ACG”). ACG and GAMCO are the “Parties.” Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

AGREEMENT made this day of , 2015 (the “Effective Date”) by and between Associated Capital Group, Inc. (the “Company”), a Delaware corporation, and Mario J. Gabelli (the “Executive”).

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SERVICE MARK AND NAME LICENSE AGREEMENT
Service Mark and Name License Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

THIS SERVICE MARK AND NAME LICENSE AGREEMENT, effective as of the day of , 2015 (“Effective Date”), is by and between GAMCO Investors, Inc., a corporation organized under the laws of Delaware (“GAMCO” or “Licensor”) and Associated Capital Group, Inc., a corporation organized under the laws of Delaware (“ACG” or “Licensee”, and together with GAMCO, “Parties”, or each individually, a “Party”).

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TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT
Transitional Administrative and Management Services Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

THIS TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is dated as of , 2015, between GAMCO Investors, Inc., a Delaware corporation (“GAMCO”), and Associated Capital Group, Inc., a Delaware corporation (“ACG”, and together with GAMCO, “Parties”, or each individually, a “Party”).

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SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

This Separation and Distribution Agreement (this “Agreement”) is dated as of the day of November, 2015, between GAMCO Investors, Inc., a Delaware Corporation (“GAMCO”) and Associated Capital Group, Inc., a Delaware corporation and, as of the date of this Agreement, a wholly owned subsidiary of GAMCO (“ACG”). As used herein, GAMCO on the one hand, and ACG, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”.

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG ASSOCIATED CAPITAL GROUP, INC. AND THE GABELLI AFFILIATES
Registration Rights Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York
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