Morgan Group Holding Co Sample Contracts

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Separation and Distribution Agreement • December 31st, 2001 • Morgan Group Holding Co • Blank checks • New York
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Warrant Agreement • December 28th, 2012 • Morgan Group Holding Co • Blank checks • New York

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

NOTICE OF TERMINATION OF JOINT FILING AGREEMENT AND DISSOLUTION OF GROUP This NOTICE OF TERMINATION OF JOINT FILING AGREEMENT AND DISSOLUTION OF GROUP ("Notice") hereby terminates the JOINT FILING AGREEMENT (this "Agreement") made and entered into by...
Joint Filing Agreement • October 2nd, 2017 • Morgan Group Holding Co • Blank checks

This NOTICE OF TERMINATION OF JOINT FILING AGREEMENT AND DISSOLUTION OF GROUP ("Notice") hereby terminates the JOINT FILING AGREEMENT (this "Agreement") made and entered into by and among Claudia Carucci, Uncle Mills Partners, LLC and Bernard Zimmerman & Company, Inc. (the "Parties") on January 28, 2014, a copy of which is attached hereto as Exhibit A. This Notice is effective as of the date set forth below.

WITNESSETH: -----------
Certain Services Agreement • December 31st, 2001 • Morgan Group Holding Co • Blank checks
Amended and Restated Expense Sharing Agreement
Expense Sharing Agreement • November 6th, 2019 • Morgan Group Holding Co • Blank checks

This Amended and Restated Expense Sharing Agreement (“Amended Agreement”) is made as of the 23rd day of November, 2016 between G.research, LLC (formerly Gabelli & Company, Inc.) (“the Firm”) and Gabelli & Company Investment Advisers, Inc. (“GCIA”) (formerly Gabelli Securities, Inc.), a Delaware corporation headquartered in Rye, New York which serves as paymaster of certain payroll expenses.

MORGAN GROUP HOLDING CO. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • December 28th, 2012 • Morgan Group Holding Co • Blank checks • New York

You have been granted the following option (the “Option”) to purchase the common stock, par value $0.001 per share, of Morgan Group Holding Co. (the “Company”) subject to the terms and conditions of the Option Award Agreement (“Award Agreement”) between you and the Company attached as Exhibit A:

Amended and Restated Expense Sharing Agreement
Expense Sharing Agreement • November 6th, 2019 • Morgan Group Holding Co • Blank checks

This Amended and Restated Expense Sharing Agreement (“Amended Agreement”) is made as of the 23rd day of November, 2016 between G.research, LLC (formerly Gabelli & Company, Inc.) (“the Firm”) and GAMCO Investors, Inc. (“GBL”), a Delaware corporation headquartered in Rye, New York which serves as paymaster of certain shared payroll expenses and certain shared non-payroll expenses.

LICENSE AGREEMENT
License Agreement • November 6th, 2019 • Morgan Group Holding Co • Blank checks • New York

This License Agreement (the “Agreement”), is entered into as of the October 31, 2019, by and between GAMCO Investors, Inc., a Delaware corporation (“Licensor”), and G.research, LLC, a Delaware limited liability company (“Licensee” and, together with Licensor, the “Parties”), and the Parties agree as follows:

AGREEMENT AND PLAN OF MERGER
Merger Agreement • November 6th, 2019 • Morgan Group Holding Co • Blank checks • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2019, is among Morgan Group Holding Co., a Delaware corporation (“Parent”), G.R. Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), G.research, LLC, a Delaware limited liability company (the “Company”), Institutional Services Holdings, LLC, a Delaware limited liability company and sole member of the Company (“Sole Member”), and Associated Capital Group, Inc., a Delaware corporation and parent of Sole Member (“Company Parent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 6th, 2019 • Morgan Group Holding Co • Blank checks • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of October 31, 2019, by and among Morgan Group Holding Co., a Delaware corporation (the “Company”), and the parties (each, individually, a “Purchaser,” and, collectively, the “Purchasers”) listed on the Schedule of Purchasers attached to this Agreement as Exhibit A (the “Schedule of Purchasers”).

Expense Sharing Agreement
Expense Sharing Agreement • November 6th, 2019 • Morgan Group Holding Co • Blank checks

This Agreement is made as of the 23rd day of November, 2016 between G.research, LLC (formerly Gabelli & Company, Inc.) (“the Firm”) and Associated Capital Group, Inc. (“AC” or “the Parent Company”), a Delaware corporation headquartered in Rye, New York and the Firm’s parent company as of November 30, 2015 subsequent to AC’s formation and its spin-off (“the Spin-off’) from GAMCO Investors, Inc. (“GBL”).

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