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).
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”).
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.
FIRST TRANCHE STOCK PURCHASE AGREEMENTFirst Tranche Stock Purchase Agreement • May 3rd, 2023 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
THIS FIRST TRANCHE STOCK PURCHASE AGREEMENT (this “Agreement”; certain defined terms used in this Agreement are set forth in Section 8.1 hereto) is made as of the 27th day of April, 2023 (the “Effective Date”) by and between Siebert Financial Corp., a New York corporation (the “Company”), and Kakaopay Corporation, a company established under the Laws of the Republic of Korea (“Purchaser” and, together with the Company, the “Parties” and, each, a “Party”), with respect to the following.
Foreign Broker-Dealer Fee Sharing AgreementSharing Agreement • May 3rd, 2023 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
This Foreign Broker-Dealer Fee Sharing Agreement (this “Agreement”) is made as of the April 27, 2023 by Kakaopay Securities Corp., a corporation organized and existing under the laws of South Korea (“KPS”), with its principal place of business located at 8F B-dong 166 Pangyoyeok-ro Bundang-gu Seongnam-Si, 13529 South Korea, and Muriel Siebert & Co., Inc. (“MSCO”), a corporation organized and existing under the laws of Delaware, with an office at 653 Collins Ave., Miami Beach, FL 33139, USA.
SECOND TRANCHE STOCK PURCHASE AGREEMENT Dated as of April 27, 2023 By and Between SIEBERT FINANCIAL CORP. and Kakaopay Corporation SECOND TRANCHE STOCK PURCHASE AGREEMENTSecond Tranche Stock Purchase Agreement • May 3rd, 2023 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York
THIS SECOND TRANCHE STOCK PURCHASE AGREEMENT (this “Agreement”; certain defined terms used in this Agreement are set forth in Section 8.1 hereto) is made as of the 27th day of April, 2023 (the “Effective Date”) by and between Siebert Financial Corp., a New York corporation (the “Company”), and Kakaopay Corporation, a company established under the Laws of the Republic of Korea (“Purchaser” and, together with the Company, the “Parties” and, each, a “Party”), with respect to the following.
