EXHIBIT 4.2 (Non-Employee Director) STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement") made and entered into as of the 11th day of March, 1997, by and between Siebert Financial Corp., a New York corporation (the "Company"), and Jane H....Stock Option Agreement • February 25th, 1999 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
SIEBERT, BRANDFORD, SHANK & CO., LLC OPERATING AGREEMENT Dated as of March 10, 1997Operating Agreement • March 31st, 1997 • Siebert Financial Corp • Security brokers, dealers & flotation companies • Delaware
ARTICLE I --------- SERVICES --------Services Agreement • March 31st, 1997 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
July 6, 1998 Mr. Richard M. Feldman Chief Financial Officer Siebert Financial Corp. 885 Third Avenue, Suite 1720 New York, NY 10022 Dear Rich: This Letter Agreement sets forth the terms and conditions pursuant to which Siebert Financial Corp. (the...Letter Agreement • July 29th, 1998 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
AMENDMENT TO PLAN AND AGREEMENT OF MERGER AMENDMENT, made and entered into as of June __, 1996 (this "Amendment"), to the PLAN AND AGREEMENT OF MERGER, dated as of April 24, 1996 (the "Merger Agreement"), by and between J. MICHAELS, INC., a New York...Merger Agreement • March 31st, 1997 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
EXECUTION COPY STRATEGIC ALLIANCE AGREEMENT This Strategic Alliance Agreement (this "Agreement"), dated as of April 29, 2002, by and between Intuit Inc., a Delaware corporation, having offices at 2535 Garcia Avenue, Mountain View, California 94043...Strategic Alliance Agreement • August 14th, 2002 • Siebert Financial Corp • Security brokers, dealers & flotation companies • California
AMENDMENT NO. 2 TO PLAN AND AGREEMENT OF MERGER AMENDMENT NO. 2, made and entered into as of September 30, l996 (this "Amendment"), to the PLAN AND AGREEMENT OF MEREST, dated as of April 29, 1996, as amended by Amendment No. 1 made and entered into as...Merger Agreement • March 31st, 1997 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
PLAN AND AGREEMENT OF MERGERMerger Agreement • March 31st, 1997 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
ARTICLE I THE REORGANIZATIONMerger Agreement • June 14th, 1999 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
AMENDMENT NO. 3 TO PLAN AND AGREEMENT OF MERGER AMENDMENT NO. 3, made and entered into as of November 7, 1996 (this "Amendment"), to the PLAN AND AGREEMENT OF MERGER, dated as of April 24, 1996, as amended by Amendment No. 1 and Amendment No. 2 made...Plan and Agreement of Merger • March 31st, 1997 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
EXHIBIT 99.3 SUBSCRIPTION AGENCY AGREEMENT SUBSCRIPTION AGENCY AGREEMENT (this "AGREEMENT"), dated as of July _____, 1998, by and between Siebert Financial Corp., a New York corporation (the "COMPANY"), and American Stock Transfer and Trust Company,...Subscription Agency Agreement • July 29th, 1998 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
Support and Restrictive Covenant AgreementSupport 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).
EMPLOYMENT AGREEMENT AGREEMENT made and entered into on the 9th day of April , 1999, by and between SIEBERT FINANCIAL CORP., a New York corporation with an office in New York, New York (the "Company"), and DAN JACOBSON, a resident of the State of New...Employment Agreement • November 15th, 1999 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
ASSET PURCHASE AGREEMENTAsset 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, 2016Acquisition 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.
LOAN AND SECURITY AGREEMENT by and between SIEBERT FINANCIAL CORP., as Borrower and EAST WEST BANK, as Bank Dated as of July 29, 2024Loan 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:
OFFully Disclosed Clearing Agreement • August 14th, 2002 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration 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”).
ContractSubordinated Note • November 10th, 2015 • Siebert Financial Corp • 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’ AGREEMENTStockholders' 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 AGREEMENTEquity 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 AGREEMENTShare 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 AGREEMENTEquity 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”.
Credit Agreement Dated as of November 22, 2024 between Muriel Siebert & Co., LLC and BMO Bank N.A.Credit Agreement • December 19th, 2024 • Siebert Financial Corp • Security brokers, dealers & flotation companies • Illinois
This Credit Agreement is entered into as of November 22, 2024 by and between Muriel Siebert & Co., LLC, a Delaware limited liability company (the “Borrower”) and BMO Bank N.A., a national banking association (the “Bank”). All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
PURCHASE AGREEMENTPurchase 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 AGREEMENTDebt 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:
CONSENT AND WAIVERConsent 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”).
FULLY DISCLOSED CLEARING AGREEMENT SUBMITTED BY: NATIONAL FINANCIAL SERVICES LLCFully Disclosed Clearing Agreement • August 16th, 2010 • Siebert Financial Corp • 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 AGREEMENTShare 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’ AGREEMENTStockholders' 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 AGREEMENTTermination 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”).
GuarantyGuaranty • December 19th, 2024 • Siebert Financial Corp • Security brokers, dealers & flotation companies
For Value Received and in consideration of advances made or to be made, or credit given or to be given, or other financial accommodation afforded or to be afforded to Muriel Siebert & Co., LLC, a Delaware limited liability corporation (hereinafter designated as the “Borrower”), by BMO Bank N.A. and/or any affiliates of the Bank (hereinafter collectively called the “Bank”), from time to time, the undersigned hereby guarantees the full and prompt payment to the Bank at maturity and at all times thereafter of any and all Obligations (as defined in the Credit Agreement defined below) whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower in a case under Title 11 of the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the B
CONTINUING GUARANTYContinuing 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 AGREEMENTEscrow 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 MERGERMerger Agreement • 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.
