ADMINISTRATIVE SERVICES AGREEMENT

Exhibit 4.1

THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is dated as of, [ ] between Associated Capital Group, Inc., a Delaware corporation (“Associated Capital”) and New Xxxxxxxx, Inc. a Delaware corporation (“New Xxxxxxxx”) (also referred to herein individually as “Party”, or together, as “Parties”).

WHEREAS, New Xxxxxxxx desires that Associated Capital provide certain Administrative Services; and

WHEREAS, subject to the terms and conditions of this Agreement, Associated Capital is willing to provide administrative service to New Xxxxxxxx.

NOW, THEREFORE, Associated Capital and New Xxxxxxxx agree as follows:

SECTION 1. Services. Associated Capital agrees to provide, or to coordinate the provision by others to New Xxxxxxxx of, the following administrative services (“Services”):

(a) Financial accounting;

(b) Treasury, including, without limitation, insurance and risk management services and administration of benefits;

(c) Human resources, including but not limited to the sourcing of permanent and temporary employees as needed, recordkeeping, performance reviews and terminations;

(d) Legal, including regulatory and compliance advice;

(e) Technical/technology consulting;

(f) Operations and general administrative, including:

Office space;

Office equipment and furniture;

Payroll;

Procurement;

Administrative personnel; and

(g) Management services, as further described in Section 2.

Without limiting the foregoing, the parties may modify the Services from time to time and may identify additional services to incorporate into this Agreement.

SECTION 2. Provision of Management Services.

(a) Management Services. As part of the Services, commencing at the time of this Agreement, Associated Capital shall provide general corporate management services (the “Management Services”) to New Xxxxxxxx, which may include, but not be limited to, operations, supervision of operating subsidiaries, strategic planning, acquisition analysis, investment banking and financial advisory services, supervision of the preparation of corporate tax returns, supervision of financial reporting and other applicable regulatory matters. In providing the Services, including the Management Services, Associated Capital may, subject to the prior written consent of New Xxxxxxxx, employ consultants and other advisers in addition to utilizing its own employees,

(b) Disclaimer of Warranties. SUBJECT TO SECTION 3 HEREOF, ASSOCIATED CAPITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE MANAGEMENT SERVICES. ASSOCIATED CAPITAL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF THE SERVICES FOR ANY PURPOSE OR USE.

(c) Limitation of Liability; Indemnification of New Xxxxxxxx. Associated Capital shall have no liability to New Xxxxxxxx with respect to Associated Capital’s furnishing any of the Management Services hereunder except for liabilities arising out of willful misconduct or gross negligence. Associated Capital will indemnify, defend and hold harmless New Xxxxxxxx, its affiliates and its businesses in respect of all liabilities related to, arising from, asserted against or associated with such willful misconduct or gross negligence. Such indemnification obligation shall be a liability of Associated Capital. In no event shall Associated Capital have any liability for any incidental, indirect, special or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed or aware of the possibility of the existence of such damages.

(d) Limitation of Liability; Indemnification of Associated Capital. New Xxxxxxxx shall indemnify and hold harmless Associated Capital, its affiliates and its businesses in respect of all liabilities related to, arising from, asserted against or associated with Associated Capital’s furnishing or failing to furnish the Management Services provided for in this Agreement, other than liabilities arising out of the willful misconduct or gross negligence of Associated Capital. Such indemnification obligation shall be a liability of New Xxxxxxxx. In no event shall New Xxxxxxxx have any liability for any incidental, indirect, special or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed or aware of the possibility of the existence of such damages.

(e) Subrogation of Rights Vis-A-Vis Third Party Contractors. In the event any liability arises from the performance of Management Services hereunder by a third party contractor, upon indemnification of Associated Capital and/or its representatives, including but not limited to Associated Capital’s officers, directors, employees, accountants, counsel, investment bankers, financial advisors and consultants, New Xxxxxxxx shall be subrogated to such rights, if any, as Associated Capital may have against such third party contractor with respect to the Management Services provided by such third party contractor.

(f) Laws and Governmental Regulations. New Xxxxxxxx shall be responsible for (i) compliance with all laws and governmental regulations affecting its business and (ii) any use New Xxxxxxxx may make of the Management Services to assist it in complying with such laws and governmental regulations.

(g) Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no actions of the parties, shall be deemed to create any relationship between the parties other than the relationship of independent contractor nor be deemed to vest any rights, interest or claims in any third parties.

SECTION 3. Term; Standard of Care. Associated Capital shall provide the Services, including the Management Services, to New Xxxxxxxx as New Xxxxxxxx may request for a period of up to thirty-six (36) months; provided that any or all of the Services may be terminated by either Party at any time and for any reason on not less than forty-five (45) days’ prior written notice to the other Party. In providing the Services hereunder, Associated Capital will exercise the same degree of care as it has exercised in providing such Services to its affiliates prior to the date hereof, including the same level of quality, responsiveness and timeliness as has been exercised by Associated Capital with respect to the Services.

SECTION 4. Compensation. The compensation to be paid by New Xxxxxxxx to Associated Capital for the Services shall be a flat fee of one hundred fifty thousand dollars ($150,000) per year, payable quarterly. New Xxxxxxxx shall make such payments to Associated Capital not later than the last business day of the quarter in which the payments become due, in any manner by which the parties may from time to time agree.

SECTION 5. Consents of Third Parties. Associated Capital shall use commercially reasonable efforts, at New Xxxxxxxx’x direction and expense, to obtain any consents or software licenses from third parties necessary for the continuation of the requested Services; provided, that Associated Capital shall have no obligation to provide Services for which such consent is required and shall not have been obtained.

SECTION 6. Limitations; Indemnity for Services Other Than Management Services. Except as otherwise provided by Section 2 hereof with respect to Management Services, Associated Capital will indemnify, defend and hold harmless New Xxxxxxxx, its affiliates and its businesses in respect of all liabilities related to, arising from, asserted against or associated with the provision of the Services by Associated Capital. Such indemnification obligation shall be a liability of Associated Capital. In no event shall Associated Capital have any liability for any incidental, indirect, special or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed or aware of the possibility of the existence of such damages.

SECTION 7. Miscellaneous Provisions.

(a) Complete Agreement; Construction. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

(b) Counterparts. For the convenience of the parties hereto, this Agreement may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and which counterparts shall together constitute the same agreement.

(c) Notices. Any notice, request, instruction or other document to be given hereunder by any Party to the other shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered by facsimile (upon confirmation of receipt) or personally, (ii) on the first business day following the date of dispatch if delivered by Federal Express or other next-day courier service, or (iii) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

If to Associate Capital, at: Associated Capital

000 Xxxxxxxx Xxxxx Xxxxxx

Xxx, XX 00000

Attn: Chief Executive Officer

Fax:

Telephone:

If to New Xxxxxxxx, at: New Xxxxxxxx.

000 Xxxxxxxx Xxxxx Xxxxxx

Xxx, XX 00000

Attn: Chief Executive Officer

Fax:

Telephone:

(d) Waivers. The failure of any Party hereto to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

(e) Modification or Amendments. The parties hereto may modify or amend this Agreement by written agreement executed and delivered by authorized officers of the respective parties.

(f) Assignment; Successors and Assigns. No Party to this Agreement shall convey, assign or otherwise transfer any of its rights or obligations under this Agreement without the express written consent of each of the other parties hereto in its sole and absolute discretion. Any such conveyance, assignment or transfer without the express written consent of each of the other parties shall be void ab initio. No assignment of this Agreement or any rights hereunder shall relieve each of the assigning parties of its obligations hereunder. Any successor by merger to a Party to this Agreement shall be substituted for such Party as a party to this Agreement, and all obligations, duties and liabilities of the substituted party under this Agreement shall continue in full force and effect as obligations, duties and liabilities of the substituting party, enforceable against the substituting party as a principal, as though no substitution had been made.

(g) Third Party Beneficiaries. This Agreement is for defining the respective rights and obligations of the parties hereto and is not for the benefit of any employee; creditor or other third party, except as may be expressly set forth herein.

(h) Indemnification for Expenses; Attorney Fees. A Party in breach of this Agreement shall, on demand, indemnify and hold harmless the other parties hereto for and against all out-of-pocket expenses, including, without limitation, reasonable legal fees, incurred by such other Party by reason of the enforcement and protection of its rights under this Agreement, should such Party prevail in such action. The payment of such expenses is in addition to any other relief to which such other Party may be entitled hereunder or otherwise.

(i) Captions. All Article, Section and paragraph captions herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

(j) Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are or are to be thereby aggrieved shall have the right of specific performance and injunctive relief giving effect to its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived.

(k) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflicts of law principles.

(l) Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

(m) Cooperation; Further Assurances. The parties will use good faith efforts to cooperate with each other in all matters relating to the provision of the Services. Each Party will take such actions as may be necessary or reasonably appropriate to implement or give effect to this Agreement.

(n) Records; Confidentiality. Associated Capital shall keep full and detailed records dealing with all aspects of the Services performed by it and shall provide access to New Xxxxxxxx to such records at all reasonable times. Each Party hereto shall keep, and shall cause its officer, directors, employees, accountants, counsel, investment bankers, financial advisors, consultants and other representatives ("Representatives") to keep, the other Party's’ information, whether furnished orally or in writing or by any other means or gathered by inspection and regardless of whether the same is specifically marked or designated as “confidential” or “proprietary,” together with any and all notes, memoranda, analyses, compilations, studies or other documents (whether in hard copy or electronic media) prepared by the receiving Party or any of its Representatives which contain or otherwise reflect such information, together with any and all copies, extracts or other reproductions of any of the same (the "Information"), strictly confidential and will disclose such Information only to such of its Representatives who need to know such Information, and who agree to be bound by this Section 7(n) and not to disclose such Information to any other person. Without the prior written consent of the other parties, no Party nor any of its respective Representatives shall disclose the other Party’s Information to any person or entity except as may be required by law or judicial process and in accordance with this Section 7(n). The term “Information” does not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving Party or its Representatives; (ii) is or becomes available to the receiving Party on a non-confidential basis from a source other than the providing Party or its Representatives, provided that such source is not known by the receiving Party to be subject to a confidentiality agreement with the providing Party; or (iii) has been independently acquired or developed by the receiving Party without violation of any of the obligations of the receiving Party or its Representatives under this Agreement.

(o) Arbitration. Any dispute with respect to this Agreement shall be arbitrated in Westchester County, NY, in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There will be a single neutral arbitrator selected who resides in Westchester County, NY. The American Arbitration Association will provide a list of five (5) neutral arbitrators. The claimant and respondent will take turns, with the respondent going first, striking one name at a time from the list of five neutral arbitrators. Each Party will have no more than twenty-four (24) hours to take its turn striking a name of a neutral arbitrator. The final remaining arbitrator will serve as the neutral arbitrator. Either Party may apply to the arbitrator seeking injunctive relief until the arbitrator's award is rendered or the controversy is otherwise resolved. Party also may, without waiving any remedy under this agreement, seek from any New York court having jurisdiction, any interim or provisional relief that is necessary to protect the rights and/or property of that Party, pending the determination of the arbitrator.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

	Associated Capital, LLC

	By
	Name:
	Title:



	New Xxxxxxxx, Inc.

	By
	Name:
	Title:

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ADMINISTRATIVE SERVICES AGREEMENT

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