UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  September 27, 2019


SIEBERT FINANCIAL CORP.
(Exact name of registrant as specified in its charter)


New York
0-5703
11-1796714
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification Number)


120 Wall Street, New York, NY

10005
(Address of principal executive offices)

(Zip Code)



Registrant’s telephone number, including area code:   (212) 644-2400


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐            Written communications pursuant to Rule 425 under the Securities Act

☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock - $0.01 par value
SIEB
The Nasdaq Capital Market

 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company   ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐


Item 1.01. Entry into a Material Definitive Agreement.
 
On September 27, 2019, Siebert Financial Corp. (the “Company”) (NASDAQ: SIEB), Weeden Investors L.P., a Delaware limited partnership (“LP”), and Weeden Securities Corporation, a Delaware corporation (“GP” and together with LP, each, a “Seller” and collectively, the “Sellers”) entered into an Equity Interests Purchase Agreement (the “Agreement”), pursuant to which the Company will acquire (the “Acquisition”) all of the Sellers’ member interests in Weeden Prime Services, LLC (the “Equity Interests”), a broker-dealer registered with the SEC offering prime brokerage services.  The purchase price for the Equity Interests is $7,124,996 (the “Purchase Price”). Pursuant to the terms of the Agreement, the Company deposited $2 million (the “Deposit”) of the Purchase Price in an escrow account maintained at Citibank N.A. (the “Escrow Agent”), pursuant to the terms of an Escrow Agreement, dated as of September 27, 2019 by and among the Company, GP and the Escrow Agent (the “Escrow Agreement”). The Deposit will be delivered to the Sellers at the closing of the Acquisition or if the Acquisition is not completed within 30 days after FINRA and other regulatory approval.  The Deposit will be returned to the Company in the event that there is no closing of the Acquisition within 30 days after FINRA and other regulatory approval and such failure was solely due to a material breach or failure to comply with the terms of the Agreement by the Sellers.
 
The Closing of the Acquisition is subject to customary closing conditions including receiving approval of the change in control of Weeden Prime Services, LLC from FINRA and other regulators.  Following the closing of the Acquisition, Weeden Prime Services, LLC will be a wholly-owned subsidiary of the Company.
 
The representations and warranties of the Company contained in the Agreement have been made solely for the benefit of the Sellers and should not be relied upon as a disclosure of factual information.  In addition, such representations and warranties (a) have been made only for purposes of the Agreement, (b) may be subject to limits or exceptions agreed upon by the contracting parties, (c) are subject to materiality qualifications contained in the Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Agreement or other specific dates and (e) have been included in the Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries. Additionally, the representations, warranties, covenants, conditions and other terms of the Agreement may be subject to subsequent waiver or modification.  Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
 
The foregoing description of the Agreement and the Escrow Agreement do not purport to be complete and are qualified in their entirety by the full texts of the Agreement and the Escrow Agreement, which are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
 
Item 7.01. Regulation FD Disclosure.
 
On October 1, 2019, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Forward-Looking Statements.
 
This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as “may,” “project,” “should,” “plan,” “expect,” “anticipate,” “believe,” “estimate” and similar words. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Company’s actual results could differ materially from those contained in forward-looking statements due to a number of factors, including the statements under “Risk Factors” found in the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q filed with the SEC.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: October 2, 2019
By:
/s/ Andrew H. Reich  
    Andrew H. Reich  
    EVP, Chief Operating Officer, Chief Financial Officer
 
    and Secretary
 

Exhibit 99.1


EQUITY INTERESTS PURCHASE AGREEMENT
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”).

RECITALS

WHEREAS, Weeden Prime Services, LLC (formerly known as Saxis Group LLC) a Delaware limited liability company (“Weeden”), a broker dealer registered with the SEC is a prime brokerage offering brokerage services in accounts maintained with third-party clearing brokers on a fully disclosed basis, and providing a platform of prime brokerage services and technology that allows its customers to aggregate positions from multiple primer brokers as well as real-time intraday performance, risk and other analytics, in each case, related to the prime brokerage business using proprietary systems (the “Weeden Business”); and

WHEREAS, the Sellers are the sole members of Weeden and collectively own 100% of the issued and outstanding equity interests thereof (the “Weeden Interests”); and

WHEREAS, upon the terms set forth in this Agreement, at the Closing (defined below), the Purchaser is purchasing from the Sellers, and the Sellers are selling to the Purchaser, 100% of the Weeden Interests; and

WHEREAS, the Closing shall be subject to the approval by FINRA of Weeden’s Continuing Membership Application pursuant to NASD Rule 1017(c) in order to provide advance notice of the change in ownership and change in control as contemplated hereby.

NOW, THEREFORE, in consideration of the mutual promises, covenants and warranties
made in this Agreement and of the mutual benefits to be derived therefrom, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1
SALE AND PURCHASE OF WEEDEN INTERESTS
1.1 Sale and Purchase of Weeden Interests.  Upon the terms and subject to the conditions of this Agreement, at the Closing (defined below), the Purchaser shall purchase from the Sellers, and the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, legal and beneficial ownership of the Weeden Interests, free and clear of all Liens (defined below), aside from (i) generally applicable transfer restrictions under (A) applicable Law (defined below) related to federal and state securities, and (B) general business-organization laws of the applicable jurisdiction of formation; (ii) Liens caused or created by Purchaser; and (iii) inchoate statutory Liens for taxes that are not yet due and payable.

1

1.2 Purchase Price; Deposit.
 (a) On the terms and subject to the conditions set forth herein, the consideration to be paid by Purchaser to Seller for the Weeden Interests at the Closing shall be seven million one hundred twenty four thousand nine hundred ninety six dollars and twenty nine cents ($7,124,996.29) (the “Purchase Price”).
 (b) Deposit.  Upon execution of this Agreement, the Purchaser shall deliver to Citibank N.A., (the “Deposit Escrow Agent”), a deposit in the amount of two million dollars ($2,000,000.00) (the “Deposit”).  The Deposit Escrow Agent shall hold the Deposit in a non-interest bearing account pursuant to an escrow agreement in form and substance mutually agreeable to the Parties and executed concurrent with this Agreement.
(c)     Release of Deposit Upon Closing.  Upon the Closing of this Agreement, the Deposit shall be paid to LP in partial satisfaction of the Purchase Price.  Upon the Closing, the Escrow Agent shall pay and disburse the Deposit to LP.
(d)     Release of Deposit if no Closing Occurs.

(i)    Release to Seller.  If the Closing is not completed within 31 days after receiving the FINRA Approval (as defined herein) and approval by the Commodity Futures Trading Commission and the National Futures Association (in each case, as may be legally required), the date on which all such approvals are received referred to herein as the “Termination Date,” for any reason, other than a Seller Breach (as defined in subsection (ii) below), the Deposit Escrow Agent, shall pay and disburse the Deposit to the LP, and the Purchaser shall provide such irrevocable instructions as may be required to the Deposit Escrow Agent to make such disbursement, and this Agreement shall terminate pursuant to Section 7.1 hereof.

(ii)    Release to Purchaser.  If the Closing is not completed by the Termination Date solely as a result of a material breach of, or material failure to comply with, any of the terms of this Agreement by either or both the Sellers, which such breach was not caused by a breach or failure to comply with the terms of this Agreement by the Purchaser, and the Purchaser is no material breach of this Agreement and has not materially failed to comply with this Agreement (in such circumstances, a breach by a Seller, a “Seller Breach”), then the Escrow Agent shall pay and disburse the Deposit to the Purchaser.

1.3 Closing.  The consummation (the “Closing”) of the transactions contemplated herein (the “Transaction”) shall take place as soon as reasonably practicable, but no later than the last business day of the month during which all of the conditions to Closing set forth in Article V, have been satisfied or waived (by the applicable Party) via electronic exchange of signatures or at such other time or place as the Parties may agree in writing (the date on which the Closing takes place being the “Closing Date”).  The Closing of the Transaction will occur remotely, upon the exchange of signature pages to this Agreement.
1.4 Payment of Purchase Price.  Subject to and upon the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants of the Sellers made herein, on the Closing Date the Purchaser shall deliver the Purchase Price to LP as follows:

2
 
 (a) Purchaser shall deliver to the Deposit Escrow Agent irrevocable instructions to release the Deposit to Seller of immediately available funds; and
 (b) Purchaser shall deliver to LP, by wire transfer of immediately available funds to the account specified by LP in writing to the Purchaser, five million one hundred twenty four thousand nine hundred ninety six dollars and twenty nine cents ($5,124,996.29)  (the “Adjusted Purchase Price”), representing the balance of the Purchase Price.
ARTICLE 2
COVENANTS
2.1 Pre-Closing Covenants.  The Parties agree as follows with respect to the period between the date of this Agreement (the “Effective Date”) and the Closing Date:
 (a) FINRA Approval.  The Parties acknowledge that the acquisition of the Weeden Interests contemplated by this Agreement is subject to the approval of FINRA pursuant to FINRA Rule 1017 (the “FINRA Approval”) and agree as follows:
(i)    Filing of CMA Application.  Purchaser and Sellers shall prepare and file an application with FINRA (the “CMA Application”) seeking FINRA Approval of the change in ownership of Weeden contemplated by this Agreement.  The CMA Application shall be filed as soon as practicable after the Effective Date.  The Parties hereto agree to use their good faith efforts to obtain the FINRA Approval and to respond as expeditiously as practicable to any requests from FINRA or from each other in connection with the CMA Application.  Notwithstanding anything to the contrary contained herein, all fees and expenses associated with the preparation of the relevant CMA Application and any filings as may be legally required  by the Commodity Futures Trading Commission and/or the National Futures Association (including, without limitation, Purchaser’s legal fees and filing fees) shall be borne by the Purchaser.  Any legal fees associated with the assistance and/or review of such filing by the Sellers’ legal counsel shall be borne by the Sellers.

(ii)    Access to Information.  From the Effective Date until the earlier to occur of the Closing or the Termination of this Agreement, the Sellers shall, and shall cause Weeden to, use commercially reasonable efforts to afford to Purchaser and Purchaser's representatives access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of Weeden, to such officers, employees, accountants, agents, properties, offices and other facilities of Weeden and to such books, records, customer accounts, contracts and other assets of Weeden, in each case, that are reasonably necessary for the Purchaser’s review, and the Sellers shall, and shall cause Weeden to, use commercially reasonable efforts to furnish promptly to Purchaser such other information concerning the business and properties of Weeden as Purchaser may reasonably request from time to time.  For the avoidance of doubt, all information provided hereunder shall be subject to the confidentiality provisions set forth in Section 2.4 herein.

 (b) Preservation of Accounts.  Sellers shall not, and shall cause Weeden not to, close any checking accounts or bank accounts under Sellers’ or Weeden’s control related to Weeden’s net capital requirements under the SEC’s Rule 15c3-1 and under Weeden’s FINRA membership agreement (the “Net Capital Requirements”), and Sellers shall use commercially reasonable efforts to take all necessary action and execute such documents and instruments so as to transfer control of such accounts to Purchaser effective as of the Closing Date.  In connection with maintaining such accounts, Sellers shall cause Weeden to take all reasonably necessary action to have such persons as may be requested by Purchaser and legally permissible given signature authority over such accounts requested or removed from such accounts from and after the Closing Date.

3
 
 (c) Taxes.  Sellers shall, and shall cause Weeden to, prepare and timely file any applicable tax returns due prior to the Closing Date.  Such tax returns shall be prepared in a manner consistent with Weeden’s prior practice consistent with applicable law.  Sellers shall be responsible for all taxes due and owing as of the Closing Date (other than any taxes of Weeden (imposed at the entity-level) attributable to the period commencing on the day after the date of the Closing Focus Report balance sheet and ending on the Closing Date).
 (d) Registrations; Regulatory Matters.
  (i) The Sellers shall use commercially reasonable efforts to maintain (A) Weeden’s registration as a registered “broker-dealer” under the Exchange Act and under the laws of each state in which Weeden is registered as a broker-dealer and (B) Weeden’s membership in FINRA and each other SRO necessary for the operation of its business.
  (ii) The Sellers shall cause Weeden: (A) to use commercially reasonable efforts to take action to maintain its broker-dealer licenses, memberships or registrations necessary or desirable in the normal conduct of its business; (B) to use commercially reasonable efforts to comply with all rules and regulations of the SEC and FINRA applicable to it (including such rules and regulations dealing with Net Capital Requirements) and, to the extent applicable, all similar, equivalent or comparable state or foreign statutes, rules, regulations and other regulatory requirements, including all state “blue-sky” laws, (C) to deliver to Purchaser a copy of each Focus Report filed with the SEC and (D) to, to the extent legally permissible, promptly deliver copies of each material notice or other material correspondence received from the SEC, FINRA or other SRO (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by such agency regarding financial or other operational results of Weeden.
 (e) Conduct of Business.  Sellers shall cause Weeden to conduct its business in accordance with its ordinary and usual course of business and in compliance with the Securities Act of 1933, as amended and the Exchange Act; to preserve Weeden’s business organization; not to take any action that is intended to discourage any employees, customers, clients, suppliers or others having a business relationship with Weeden from maintaining the same business relationships with Weeden; to maintain Weeden’s books and records in compliance with the Exchange Act; and to refrain from causing Weeden to take any of the following actions without the prior written consent of the Purchaser, except as may be required by Law, in each case except as expressly anticipated by or permitted by this Agreement:
  (i)     Incur any debt, liability or obligation, direct or indirect, whether accrued, absolute, contingent or otherwise, other than current liabilities incurred in the ordinary and usual course of its business, or pay any debt, liability or obligation of any kind other than such current liabilities and current maturities of existing long-term debt;

4
 
  (ii)    Assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation or make any loans or advances to any individual, firm or corporation, other than loans and advances made in the ordinary and usual course of its business which are not for the purposes of meeting Weeden’s Net Capital Requirements.  Make any direct or indirect redemption, purchase or other acquisition of any equity interests of Weeden, allocate or pay any distribution (whether in cash, capital stock or property) with respect to Weeden’s equity interests;

  (iii)    Lease, mortgage, pledge or otherwise encumber any of Weeden’s properties or assets outside of the ordinary course of business;

  (iv)    Sell, lease, transfer or dispose of any of Weeden’s properties or assets outside of the ordinary course of business;

  (v)    Waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to Weeden or any claims held by Weeden, in each case, except in the ordinary course of Weeden’s business;

  (vi)    Make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation, other than in the ordinary and usual course of its business;

  (vii)    Amend Weeden’s limited liability company operating agreement in effect as of the Effective Date (the “Operating Agreement”), except as may be required to evidence the ownership of the LP and GP of the Weeden Interests;

  (viii)    Increase in any manner the compensation or fringe benefits of any of Weeden’s officers, employees or associated persons or including any increase of pension or retirement allowance, life insurance premiums or other benefit payments to any such officers, employees or associated persons, or commit itself to any employment agreement or employment arrangement with or for the benefit of any officer, employee or associated persons or other person, except as contemplated by this Agreement or as may be paid prior to the Closing;

  (ix)    Issue or sell any Weeden equity interests or other Weeden securities, or grant or enter into any option, warrant, call or commitment with respect to any securities of Weeden;

  (x)    Merge or consolidate with, or purchase a substantial portion of the assets of, or by any other manner acquire or combine with any business or any corporation, partnership, limited liability company, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets which are material to Weeden or its business, financial condition or results of operations;

5

  (xi) Organize any new subsidiary, acquire any capital stock or other equity securities of any corporation or acquire any equity or ownership interest in any business;
  (xii) Prepay any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred outside of the ordinary course of business;
  (xiii) Amend, modify or renew any clearing agreements to which Weeden is a party outside of the ordinary course of business; or
  (xiv) Enter into an agreement to do any of the things described in foregoing clauses.
 (f) Publicity.  Promptly following execution and delivery of this Agreement, the Parties shall jointly issue a press release in the form approved by the Parties, such approval not to be unreasonably withheld or delayed. Except for such press release, neither Party will, and Sellers will ensure that Weeden will not, issue any press release or otherwise make any public statement with respect to the transactions contemplated hereby without the prior written consent of the other Party hereto, except for such public announcements required to be made by Purchaser in accordance with its public reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Notwithstanding the foregoing, nothing herein shall restrict the Sellers or Purchaser from disclosing the Closing of the transactions contemplated hereby and key financial information relating thereto on a confidential basis to existing and prospective investors or partners or members of the Sellers or the Purchasers, as the case may be.
 (g) No Shop.  During the period from the Effective Date to the Closing Date or termination of this Agreement, the Sellers will not, and will cause Weeden and its representatives not to: (i) solicit or initiate any proposal or offer from any person relating to the acquisition of any equity interests, capital stock or other voting securities, or any substantial portion of the assets, of Weeden (including any acquisition structured as a merger, consolidation, or exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person whom Weeden or the Sellers or their respective affiliates knows, or has substantial reason to believe, would have any interest in participating in such a transaction, to do or seek any of the foregoing.  Sellers will not vote their Weeden Interests in favor of any such acquisition. Sellers will notify Purchaser immediately if any person makes any written proposal, offer, inquiry, or contact with respect to any of the foregoing.

6

 (h) Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each Party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions to the Closing to be satisfied, (ii) the obtaining of all legally required approvals or consents from FINRA or any United States, foreign, national, federal, state, provincial, municipal, county, regional or local governmental or quasi-governmental or regulatory authority (including FINRA, the SEC, a national securities exchange or other self-regulatory organization), any political subdivision, agency, commission, authority, department, division or instrumentality thereof, any court, arbitral tribunal, arbitrator or other dispute mediator, or any other similar domestic or foreign entity (collectively, a “Governmental Entity”), and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, FINRA or any Governmental Entity, and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.  Each Party shall also refrain from taking, directly or indirectly, any action contrary or inconsistent with the provisions of this Agreement, including action that would impair such Party's ability to consummate the transactions contemplated hereby.   Purchaser shall take (or cause to be taken) all commercially reasonable actions, and do (or cause to be done) all things commercially reasonable, necessary, proper or advisable, as determined by Purchaser, to obtain the financing necessary to consummate the transactions contemplated by this Agreement.  Notwithstanding anything to the contrary, nothing in this Agreement shall require, or be construed to require any Party to agree to, (i) sell, hold, divest, discontinue or limit any assets, businesses or interests; (ii) take any action that could reasonably be expected to result in a material adverse effect on Weeden, taken as a whole, or the incurrence of a material liability by the Sellers or their affiliates; (iii) make any material modification or waiver of the terms and conditions of this Agreement; or (iv) commence, prosecute, defend or settle any legal proceeding.
2.2 Post-Closing Covenants.
 (a) Cooperation.  At any time and from time to time after the Closing, the Sellers shall use commercially reasonable efforts to take such actions and shall execute, deliver and acknowledge such documents and instruments and do such further acts and things as may be reasonably requested by the Purchaser to effect the transactions contemplated hereby, and shall use their commercially reasonable efforts to assist Purchaser in connection with the preparation and filing of any documents, certificates or other documents reasonably necessary for the continued business operations of Weeden as conducted on the Closing Date.  Purchaser shall reimburse Sellers for their documented out-of-pocket costs with respect to the foregoing.
 (b) Prior Purchase Agreement.  Sellers acquired Weeden (formerly known as Saxis Group LLC) pursuant to an equity interests purchase agreement dated as of April 15, 2013 between the LP, Sohail Khalid and Saxon Prime Holdings, LLC (the “Prior Purchase Agreement”).  Purchaser agrees to cause Weeden to comply with certain informational and other covenants as required by such Prior Purchase Agreement related to certain Sellers’ obligations.  In furtherance and not in limitation of the foregoing:
(i)     Following the Closing, Weeden and Purchaser shall be responsible for the defense of, and any and all obligations or any and all costs, losses, Claims (as defined below), liabilities, fines, penalties, damages and expenses which are caused by, or arising out of, of any of the following:

7

   (A) claims asserted by Sohail Khalid or his affiliates with respect to a Contingent Payment, as defined in the Prior Purchase Agreement (including for any period on or before the Closing Date);
   (B) claims asserted by Sohail Khalid or his affiliates with respect to any amounts claimed to be due and payable pursuant to the Saxis Liquidity Event (as defined in the Prior Purchase Agreement) constituted by the transactions contemplated hereby; and
   (C) claims asserted by Sohail Khalid or his affiliates at any time related to future Saxis Liquidity Events or a Contingent Payment for any period which ended following the Closing Date.
  (ii)  Future Obligations.  The Purchaser hereby agrees to cause the Purchaser or Weeden (pursuant to the applicable provisions of the Prior Purchase Agreement) to:
   (A) prepare and deliver the Contingent Payment Income Statement (as defined in the Prior Purchase Agreement) in accordance with Section 1.5 of the Prior Purchase Agreement;
   (B) to pay any Contingent Quarterly Payment (as defined in the Prior Purchase Agreement) which may become due and payable for any period which ended following the Closing Date in accordance with Section 1.5 of the Prior Purchase Agreement; and
   (C) provide information required by Section 4.7 of the Prior Purchase Agreement to Sohail Khalid and pay Sohail Khalid, any consideration owed with respect to any future Saxis Liquidity Event that occurs at any time following the Closing Date.
For the avoidance of doubt, Sellers will have no obligations with respect to the items set forth in this subsection (b).

 (c) Privileged Records.  The Purchaser agrees that the Sellers shall retain all originals and all copies of all contracts and documents of or pertaining to Weeden, other than any such contracts and documents that are Books and Records as defined in Section 5.2(viii) and to the extent that such contracts and documents were prepared on behalf of Sellers or Weeden in connection with the transactions contemplated hereby, including bids received from other parties and analyses relating to Weeden (collectively, “Privileged Records”).  Purchaser further agrees that, as to those Privileged Records consisting of communications among Finn Dixon & Herling LLP, on the one hand, and the Sellers, Weeden or their representatives, on the other hand, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Sellers and may be controlled by such party and will not pass to or be claimed by Purchaser.  All privilege between Weeden on the one hand, and Finn Dixon & Herling LLP, on the other hand, shall be retained by the Sellers.  The foregoing notwithstanding, Weeden and Sellers agree to waive such privilege to the extent required for Purchaser to (i) comply with any applicable filings or reporting requirements with any Governmental Agencies which require such Privileged Records, or (ii) to perform any covenants listed under Section 2.2(b) above.

8

 (d) Sellers’ Access.  From and after the Closing Date, Purchaser shall use its commercially reasonable efforts to cause Weeden to afford the Sellers and their counsel, accountants and other authorized representatives, upon reasonable prior notice, reasonable access during normal business hours to the Weeden premises and such information with respect to Weeden for the period prior to the Closing Date, that either Seller reasonably deems necessary, in connection with the preparation of any report or tax return required to be filed by either Seller under applicable Law or otherwise (but so as not to unduly disrupt the normal course of operations of Weeden), including preparing or defending any tax return and any interim or annual report or other accounting statements.  The Purchaser shall use its commercially reasonable efforts to cause  personnel of Purchaser and Weeden to reasonably assist Sellers in the preparation of tax returns relating to any pre-Closing tax period.  Sellers shall reimburse any documented out-of-pocket expenses incurred by Weeden in providing any assistance to Sellers in preparing any tax return
 (e) Conduct of Operations.  From and after the Closing Date, Purchaser shall use its commercially reasonable efforts to cause Weeden and its employees to conduct operations in such a manner as to avoid the potential assertion against either Seller of any claims with respect to any plant or mass layoff closing law applicable to Weeden.
 (f) Taxes.  Sellers shall prepare and timely file any applicable income tax returns due after the Closing Date for tax periods up to and including the Closing Date and shall control the conduct of any tax audit of any such tax returns.  Such tax returns shall be prepared consistent with applicable law.  Purchaser shall be responsible for the preparation and filing of any other tax returns of Weeden due after the Closing Date.  The Parties hereto shall provide such necessary information as any other Party hereto may reasonably request in connection with the preparation of such Party’s tax returns, or to respond to or contest any audit, prosecute any claim for refund or credit or otherwise satisfy any requirements relating to taxes.  Purchaser shall be responsible for any entity-level taxes of Weeden accrued with respect to the period commencing on the day after  the date of the Closing Focus Report balance sheet and ending on the Closing Date.
 (g) Use of Name.  The Purchaser hereby acknowledges that, commencing  on the date that is the six (6) month anniversary of the Closing Date, the Purchaser will not be permitted to operate the Weeden Business under the “Weeden” name and/or variations thereof.  Upon the Closing, the Purchaser shall take all steps necessary to change Weeden’s entity name permanently to a name that does not include the word “Weeden” or any derivative or variation thereof.  None of the Purchaser, successors or its affiliates shall, directly or indirectly, thereafter use as its name or trade name any name which includes “Weeden”.   During the period until the six (6) months anniversary from the Closing Date, Purchaser shall cause Weeden to use the “Weeden” name in compliance with the License Agreement (as defined herein).
2.3 Non-Competition; Non-Solicitation.
 (a) For a period of three (3) years from the Closing Date, the Sellers will not, alone or in conjunction with any other person, own, manage, operate, join, have a financial interest in, control or participate in the ownership, management, operation or control of the Weeden Business anywhere in the United States, provided that the foregoing restriction shall not be construed to prohibit the Seller or any of its affiliates from the ownership, in the aggregate, of not more than five percent (5%) of any class of securities of any corporation which is engaged in any of the businesses or enterprises described above, having a class of securities registered pursuant to the Exchange Act which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market. Notwithstanding anything to the contrary contained herein, the Sellers’ ownership of equity interests in Pragma Weeden Holdings LLC and The Leuthold Group, LLC, or their assigns or successors, and/or involvement in the management of either or both, shall not be deemed a breach of this Section 2.3(a).

9

 (b) For a period of three (3) years from the Closing Date, the Sellers shall not, directly or indirectly, (i) solicit any then current employees of or consultants to Weeden to terminate his or her employment or consulting relationship with Weeden, aside from general solicitations not targeted at such employees or consultants, or (ii) cause or attempt to cause any client, customer or supplier, or any potential client, customer or supplier, of the Weeden Business as conducted on the Closing Date not to engage in business with the Purchaser or any part of the business of Weeden.
2.4 Confidentiality.  The Parties shall not, and shall cause their respective representatives and affiliates having access to information of the other Party that is confidential or proprietary to that Party (“Confidential Information”) not to, disclose to any other person or entity, or use, except for purposes of this Agreement (i.e., to consummate the Transaction), any Confidential Information of the other Parties.  For the avoidance of doubt, prior to the Closing (or if the Closing does not occur) the Sellers’ Confidential Information shall include all Confidential Information of Weeden.  Confidential Information includes not only written information, but information transferred orally, visually, electronically, or by any other means.  The term “Confidential Information” shall not include any information which: (i) is or becomes generally available to the public other than as a result of any breach of this Agreement by any of the Parties or their respective affiliates and representatives, (ii) becomes available to a Party on a non-confidential basis from a source not subject to any confidentiality requirements or (iii) is required to be publicly disclosed by Purchaser in accordance with the Purchaser’s public reporting obligations under the Exchange Act.  Notwithstanding the foregoing, nothing in this Section 2.4 shall limit or restrict the disclosure or use of any such Confidential Information, (i) as required by Law or a Governmental Entity or (ii) to any legal and accounting advisors or consultants retained by any such person for a bona fide purpose; provided, further, that, in the case of the foregoing subsection (ii), the person being requested to disclose such Confidential Information shall give prompt prior notice to the other Parties and cooperate with the other Parties to limit the scope of such disclosure and ensure that the Confidential Information shall be afforded confidential treatment.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLERS
The Sellers hereby represent and warrant to the Purchaser, severally and not jointly, on a Pro Rata Basis (“Pro Rata Basis” means, with respect to GP, one percent (1%), and with respect to LP, ninety-nine percent (99%)), subject to the limitations set forth herein, that the statements contained in this Article 3 are accurate, true and complete as of the date of this Agreement in all material respects and will be accurate, true and correct in all material respects as of the Closing Date, unless such statement is made as of a specific date:

10

3.1 Organization and Qualification.
 (a) Weeden is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Weeden has all requisite limited liability company power and authority to own, lease and operate its assets and properties and to conduct its business as presently conducted.
 (b) The Seller has provided to the Purchaser complete and correct copies of Weeden’s Operating Agreement and certificate of formation filed with the Secretary of State of Delaware (the “Organizational Documents”) as presently in effect. Such Organizational Documents are in full force and effect.
3.2 Right and Title to Weeden Interests. The Sellers are collectively the record and beneficial holder of, and have good and valid title to, all of the Weeden Interests. The Sellers collectively hold, and upon completion of the Transaction will have delivered to the Purchaser, good and marketable title to the Weeden Interests, free and clear of any charge, lien, claim, deed of trust, pledge, security interest, occupancy right, option, right of first refusal or offer or other encumbrance of any kind, whether voluntary or involuntary (collectively, “Liens”), aside from (i) generally applicable transfer restrictions under (A) applicable Law related to federal and state securities, and (B) general business-organization laws of the applicable jurisdiction of formation; (ii) Liens caused or created by Purchaser; and (iii) inchoate statutory Liens for taxes that are not yet due and payable. The Sellers have not granted or agreed to grant any other person a right, whether absolute or contingent, to purchase or acquire any of the Weeden Interests, and no person (other than the Purchaser) has such right.  Upon delivery of payment of the Purchase Price for the Weeden Interests pursuant to this Agreement, Purchaser will receive good and valid title thereto free and clear of all Liens, aside from (i) generally applicable transfer restrictions under (A) applicable Law related to federal and state securities, and (B) general business-organization laws of the applicable jurisdiction of formation; (ii) Liens caused or created by Purchaser; and (iii) inchoate statutory Liens for taxes that are not yet due and payable.
3.3 Capitalization; Subsidiaries.
 (a) All equity interests of Weeden have been duly authorized and validly issued in accordance with applicable law, statute, ordinance, regulation, administrative interpretation, directive, policy, guidance, guideline, rule or other pronouncement having the effect of law of or by any Governmental Entity, including the rules, regulations and procedures promulgated by FINRA or the SEC applicable to Weeden or its business (collectively, “Law”). Other than the Weeden Interests, Weeden does not have any outstanding, authorized or issued membership interests, equity securities or ownership interests (including phantom interests) or other securities exercisable or exchangeable for or convertible into equity interests in Weeden. None of the Weeden Interests is certificated.
 (b) Aside from the Organizational Documents, there are no: (i) subscriptions, options, warrants, calls, conversion, exchange, purchase right or other written contracts or rights of any kind obligating any person to issue, transfer, sell or otherwise dispose of, or cause to be issued, transferred, sold or otherwise disposed of, any Weeden Interests or any securities convertible into or exchangeable for any Weeden Interests; (ii) partnership agreements, voting trusts, proxies or other contracts to which Weeden is a party, or by which Weeden is bound, relating to any of the Weeden Interests, the voting thereof or the nomination of any managers or directors of Weeden; (iii) obligations, contingent or otherwise, of Weeden to repurchase, redeem or otherwise acquire any equity interests in Weeden or any securities convertible into or exercisable or exchangeable for any equity interests in Weeden or other rights or plans affecting equity interests in Weeden; or (iv) contracts that place any restrictions of any kind upon the transfer of Weeden Interests.

11

 (c) Weeden does not own, directly or indirectly, any equity, partnership, membership or similar interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for any such equity, partnership, membership or similar interest, or is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other investment in or assume any liability or obligation of, any Person.
 (d) There are no bonds, debentures, notes or other Indebtedness having general voting rights (or exchangeable or convertible into or exercisable for securities having such rights) of Weeden issued and outstanding.
3.4 Authority; Non-Contravention; Governmental Approvals.
 (a) Authority. Sellers have all requisite power and authority to enter into and deliver this Agreement and each of the deliverables explicitly referenced in this Agreement (the “Ancillary Agreements”) to which such Seller is a party and to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and performance by each Seller of this Agreement and each of the Ancillary Agreements to which each Seller is a party and the consummation by such Seller of the Transaction have been duly and validly authorized by all requisite action on such Seller’s part and no other proceedings or approvals of any person is necessary in connection with the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which it is a party or the consummation of the Transaction. This Agreement and each of the Ancillary Agreements to which each Seller is a party have been duly executed and delivered by such Seller and, assuming the due authorization, execution and delivery hereof and thereof by each other Party, constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally, or (b) legal and equitable limitations on the availability of specific remedies.
 (b) Non-Contravention. None of the execution, delivery or performance of this Agreement or any of the Ancillary Agreements to which it is a party by either Seller will, and the consummation of the Transaction will not, conflict with or result in any violation or breach of or default of (with or without notice or lapse of time or both) or payment of any amount, or give rise to a right of termination, cancellation, acceleration, modification or the creation of any obligation under, or require any notice under (any such violation, breach, default, payment, right of termination, cancellation, acceleration, modification, obligation or notice is referred to herein as a “Violation”), or result in the creation of any Lien, aside from (i) generally applicable transfer restrictions under (A) applicable Law related to federal and state securities, and (B) general business-organization laws of the applicable jurisdiction of formation; (ii) Liens caused or created by Purchaser; and (iii) inchoate statutory Liens for Taxes that are not yet due and payable, upon any Weeden Interests or any of the properties or assets of Weeden pursuant to any provision of (i) the Organizational Documents; (ii) any of the contracts of Weeden which require Weeden to pay in excess of $150,000 per year, aside from clearing agreements or arrangements with Pershing, Broadcort,  ICBC, and Goldman Sachs, which shall, for the avoidance of doubt, not be included in this representation; or (iii) any law, permit or any order of any Governmental Entity applicable to the Sellers or Weeden, except that the transactions contemplated hereby shall cause Weeden to cease to have the ability to use the name Weeden, or any variation thereof, and will require Weeden to change its name pursuant to that certain Trademark License Agreement by and between Weeden and Weeden & Co. L.P., dated February 24, 2019, as amended to date (the “License Agreement”).

12

 (c) Governmental Approvals.  Other than the FINRA Approval and approval by the Commodity Futures Trading Commission and the National Futures Association, no consent of any Governmental Entity is required to be made or obtained by the Seller or Weeden in connection with the execution, delivery and performance of this Agreement or the consummation by the Sellers of the Transaction, except for the following: filings subsequent to the Closing with state securities authorities in states in which Weeden is registered as a broker-dealer.
 (d) Closing Focus Report.  Sellers have delivered to Purchaser a true and complete copy of Weeden’s report pursuant to the SEC’s Rule 17a-5(a) for the period ended August 31, 2019 (the “Closing Focus Report”) which states that the members’ equity, at August 31, 2019 was equal to $4,124,996.29 (the “Member’s Equity”). The Closing Focus Report delivered to the Purchaser which included a computation of Member’s Equity was correctly and fairly stated in all material respects and was prepared in accordance with the applicable rules and regulations of the SEC.
 (e) Potential Litigation.  None of the Sellers nor Weeden is currently party to or subject of any litigation arising out of or based upon the Prior Purchase Agreement.
Except for the representations and warranties of the Sellers expressly set forth in this Article III of this Agreement, and in furtherance of the provisions of Article VI and not in limitation thereof, none of the Sellers, Weeden nor any other person or entity makes any other express or implied representation or warranty on behalf of the Sellers or Weeden or otherwise, in each case in respect of the Sellers, Weeden, the business of Weeden, and their respective assets and liabilities or otherwise.

ARTICLE 4
PURCHASER REPRESENTATIONS
The Purchaser hereby represents and warrant to the Sellers, subject to the limitations set forth herein, that the statements contained in this Article 4 are accurate, true and complete as of the date of this Agreement in all material respects and will be accurate, true and correct in all material respects as of the Closing Date, unless such statement is made as of a specific date:

4.1 Authority; Non-Contravention; Governmental Approvals.

13

 (a) Authority. Purchaser has all requisite power and authority to enter into and deliver this Agreement and each of the Ancillary Agreements to which Purchaser is a party and to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and performance by Purchaser of this Agreement and each of the Ancillary Agreements to Purchaser is a party and the consummation by Purchaser of the Transaction have been duly and validly authorized by all requisite action on Purchaser’s part and no other proceedings or approvals of any person is necessary in connection with the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which it is a party or the consummation of the Transaction. This Agreement and each of the Ancillary Agreements to which Purchaser is a party have been duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery hereof and thereof by each other Party, constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally, or (b) legal and equitable limitations on the availability of specific remedies.
 (b) Non-Contravention. None of the execution, delivery or performance of this Agreement or any of the Ancillary Agreements to which it is a party by Purchaser will, and the consummation of the Transaction will not, conflict with or result in any Violation or result in the creation of any Lien, aside from (i) generally applicable transfer restrictions under (A) applicable Law related to federal and state securities, and (B) general business-organization laws of the applicable jurisdiction of formation; and (ii) inchoate statutory Liens for Taxes that are not yet due and payable.
 (c) Governmental Approvals.  Other than FINRA 1017 approval, no consent of any Governmental Entity or another person is required to be made or obtained by the Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation by Purchaser of the Transaction.
4.2    Securities.  Purchaser hereby acknowledges that Weeden’s equity is not registered under the Securities Act or registered or qualified for sale under any applicable securities Law of the United States or any other country or any state or province of the United States or any other country and cannot be resold without registration thereunder or exemption therefrom.  Purchaser is acquiring such equity for its own account as principal, for investment purposes and has no present intention to dispose of it, in whole or in part, or of any interest in it, to any other Person whether by public distribution or otherwise. Purchaser (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, Weeden and the equity being acquired; and (ii) has been furnished with or given adequate access to such information about Weeden, its businesses and operations, and the equity of Weeden as it has requested.  Purchaser has sufficient knowledge and experience in financial and business matters to enable it to evaluate the risks of investment in Weeden and has the ability to bear the economic risks of such investment, including the risk of loss associated therewith.    Purchaser confirms that Weeden and the Sellers have provided Purchaser and its representatives the opportunity to ask questions of the officers and management employees of Weeden and to acquire such additional information about the business and financial condition of the Weeden as the Purchaser has requested, and all such information has been received.

14

4.3 Financial Ability.  Purchaser will have on the Closing Date sufficient available funds to pay the Adjusted Purchase Price.
4.4 Independent Investigation.  In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, other than reliance on the representations, warranties, covenants and obligations of the Sellers set forth in Article 3 of this Agreement, Purchaser has relied solely on its own independent investigation, analysis and evaluation of  Weeden and its business (including Purchaser’s own estimate and appraisal of the value of the business of Weeden, financial condition, assets, operations and prospects of Weeden).  Purchaser confirms to the Sellers that the Purchaser is sophisticated and knowledgeable in both the industry and the business of Weeden and is capable of evaluating the matters set forth above.
4.5 Solvency.  Assuming (a) the accuracy of the representations and warranties in Article 3, (b) that the Sellers are in compliance in all material respects with their respective covenants set forth in this Agreement and the Prior Purchase Agreement and (c) satisfaction of the conditions to Purchaser’s obligations to consummate the transactions contemplated by this Agreement, or waiver of such conditions, immediately after giving effect to the transactions contemplated by this Agreement, Purchaser (a) shall be able to pay its debts as they become due; (b) shall have assets, the fair saleable value of which will, as of such date, exceed all of its contingent and other liabilities, as of such date; (c) shall have adequate capital to carry on its businesses.  No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Purchaser.

ARTICLE 5
CLOSING CONDITIONS; CLOSING DELIVERIES
5.1 Closing Conditions.
 (a) The obligations of the Purchaser and Seller to consummate the Transaction contemplated by this Agreement shall be subject to receipt of the FINRA Approval and legally required approval by the Commodity Futures Trading Commission and/or the National Futures Association.
 (b) The obligations of the Purchaser to consummate the Transaction are contingent upon (a) receipt of the items set forth in Section 5.2(a) below and (b) the representations and warranties of the Sellers contained in this Agreement being true and correct in all material respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except to the extent they relate to a specific date, and the Sellers having performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Sellers on or prior to the Closing Date.
 (c) The obligations of the Sellers to consummate the Transaction are contingent upon (a) receipt of the items set forth in Section 5.2(b) and (c) below and (b) the representations and warranties of the Purchaser contained in this Agreement being true and correct in all material respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except to the extent they relate to a specific date, and the Purchaser having performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing Date.

15

5.2 Deliveries at Closing.  At or immediately prior to the Closing Date, the Parties shall, respectively, make the following deliveries:
 (a) Sellers shall deliver to Purchaser:
  (i)    good standing certificates of Weeden certified by the Secretary of State of Delaware and certificates from the Secretary of State or other appropriate official in each jurisdiction in which Weeden is qualified or admitted to do business as a foreign limited liability company to the effect that Weeden is duly qualified or admitted in good standing in such jurisdiction;

  (ii)    a cross receipt duly executed by Seller (the “Cross Receipt”) indicating receipt of the Purchase Price, as adjusted, from Purchaser;

  (iii)    an executed certificate of an officer of GP, dated the Closing Date, certifying the necessary resolutions of the Sellers and Weeden, authorizing the execution and performance of this Agreement and the other Ancillary Agreements and the transactions contemplated hereby and thereby and certifying that they have not been rescinded or amended;

  (iv)    originals of all books of account and other financial records, files, documents, data, instruments, controls, books and records relating to Weeden and the Weeden Business including the books and records required under Rules 17a-3 and 17a-4 of the Exchange Act, FINRA rules and regulations and other applicable Law (collectively, the “Books and Records”);

  (v) consents of LP required by Section 3.5 the Operating Agreement, to the transactions contemplated by the Agreement and Section 5.1 of the Operating Agreement, admitting the Purchaser as an additional member of Weeden;
  (vi) an executed certificate of a Seller certifying that the requirements of Section 5.1(b) have been satisfied; and
  (vii) this Agreement executed by the Sellers
If the Closing occurs, any closing conditions set forth in this Section 5.2(a) or Section 5.1(b) which have not been fully satisfied as of the Closing shall be deemed to have been fully waived by Purchaser.
 (b) Purchaser shall deliver to Sellers:
  (i) the Adjusted Purchase Price;
  (ii) the Cross Receipt, duly executed by Purchaser, indicating receipt of the Weeden Interests;

16
 
  (iii)    an executed certificate of an officer of Purchaser, dated the Closing Date, certifying the necessary resolutions of Purchaser, authorizing the execution and performance of this Agreement and the other Ancillary Agreements and the transactions contemplated hereby and thereby and certifying that they have not been rescinded or amended;

  (iv) an executed certificate of Purchaser certifying that the requirements of Section 5.1(c) have been satisfied; and
  (v) this Agreement executed by the Purchaser.
 (c) Purchaser shall deliver to the Deposit Escrow Agent:
  (i) Irrevocable instructions to pay and disburse the Deposit to the LP.

ARTICLE 6
INDEMNIFICATION
6.1 Indemnification of the Purchaser. Subject to the limitations set forth herein, the Sellers covenant and agree with the Purchaser that, regardless of any investigation made at any time by or on behalf of the Purchaser or any information the Purchaser may have, the Sellers shall, jointly and not severally, on a Pro Rata Basis, indemnify the Purchaser and each of its successors and assigns, and any of their respective agents, members, employees, representatives, officers, directors and managers (the “Purchaser Indemnified Parties”), and hold them harmless from, against and in respect of any and all costs, losses, Claims, liabilities, fines, penalties, damages and expenses which are caused by, result from or arise out of:
 (a) Any breach or default in the performance by the Sellers of any covenant or agreement of the Sellers contained in this Agreement;
 (b) Any breach of a representation or warranty made by the Sellers herein or in any schedule, certificate, exhibit or other document or instrument delivered to the Seller by or on behalf of the Sellers pursuant hereto; or
 (c) Any and all actions, suits, proceedings, claims, demands, judgments, compromises, assessments, settlements, costs and expenses (including reasonable legal fees and disbursements of counsel and court costs) incident to any of the foregoing (each a “Claim”).
6.2 Indemnification of the Sellers. In addition to its indemnification obligations pursuant to Sections 2.2(b) and (c), the Purchaser covenants and agrees with the Sellers that, regardless of any investigation made at any time by or on behalf of the Sellers or any information the Sellers may have, the Purchaser shall indemnify the Sellers and each of their respective successors and assigns, and any of their respective agents, members, employees, representatives, officers, directors and managers (the “Seller Indemnified Parties”) and hold them harmless from, against and in respect of any and all costs, losses, Claims, liabilities, fines, penalties, damages and expenses which are caused by, result from or arise out of:

17

 (a) Any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement;
 (b) Any breach of a representation or warranty made by the Purchaser herein or in any schedule, certificate, exhibit or other document or instrument delivered to the Seller by or on behalf of the Purchaser pursuant hereto;
 (c) Any claim made against any Seller Indemnified Party in connection with or relating to any liability or obligation of the Purchaser (whether accrued absolute, contingent or otherwise) or Weeden with respect to Weeden or the Weeden Business;
 (d) Related to or arising out of any civil actions or proceedings, administrative investigations, actions or proceedings whether initiated by a Governmental Entity or otherwise, relating to or otherwise arising out of the transactions or occurrences or the factual predicate that formed the basis for the federal district court civil action captioned Securities and Exchange Commission v. Mark J. Varacchi, et al., Civil Action No. 3:17-cv-001155-KAD; or
 (e) Any and all Claims (including reasonable legal fees and disbursements of counsel and court costs) incident to any of the foregoing.
6.3 Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual Claim or demand by any third party against a Seller Indemnified Party or Purchaser Indemnified Party (in each case generally referred to as an “Indemnified Party”), the Party hereto from whom indemnification is sought (the “Indemnifying Party”), the Indemnified Party shall give notice as promptly as is reasonably practicable, but in any event no later than fifteen (15) business days after receiving written notice thereof, to the Indemnifying Party of the assertion of any Claim, or the commencement of any suit, action or proceeding, by any person or entity not a party hereto, in respect of which indemnity may be sought under this Agreement (which notice shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Party to determine that the limitations in Section 6.5 have been satisfied or do not apply) and the Indemnifying Party shall be entitled to participate at its expense through counsel of its own choosing to defend or prosecute such claim at its expense and through counsel of its own choosing, in each case, as further described in this Section 6.3.  Notwithstanding the foregoing, (i) the failure to so notify the Indemnifying Party within such time shall not relieve such Indemnifying Party of any liability which it may have to any Indemnified Party unless and to the extent materially prejudiced by such delay; and (ii) the Indemnifying Party shall not be required to pay or reimburse the Indemnified Party for any costs or expenses associated with any counsel hired by the Indemnified Party prior to receipt of such notice by the Indemnifying Party. Upon receipt of such notice, the Indemnifying Party shall have the right to (a) participate in the defense of any such claim, suit, action or proceeding, and (b) upon notice to the Indemnified Party at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof with counsel of its own choice, and in the event of such assumption, shall have the right, subject to the terms hereof, to settle or compromise such claim, suit, action or proceeding; provided, that the Indemnifying Party shall not be entitled to assume control of such defense without the consent of the Indemnified Party (not to be unreasonably withheld) if and to the extent provided any such action, suit, proceeding, or claim that seeks non-monetary relief, criminal penalties, or aggregate damages greater than the Indemnifying Party’s potential liability hereunder; provided, further, however, that if the defendants in any action shall include both an Indemnifying Party and an Indemnified Party and the Indemnified Party shall have been advised by its counsel that the counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifying Party; provided, further, however, that if there is more than one Indemnified Party, the Indemnifying Party shall only be required to pay the expense of one additional counsel other than its own. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the Indemnifying Party pertinent information under its control relating thereto. If any Indemnifying Party assumes the defense of any such claim, the Indemnifying Party will hold the Indemnified Party harmless from and against any and all damages arising out of any settlement approved by such Indemnifying Party or any judgment in connection with such claim or litigation pursuant to this Article 6; subject to the limitation set forth in Section 6.5 hereof.   Any settlement or compromise made or caused to be made by the Indemnified Party or the Indemnifying Party as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.3 shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no settlement, obligation, restriction or losses shall be imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, and (b) the Indemnified Party will not compromise or settle any claim, suit, action or proceeding without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.  Whether or not the Indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

18

6.4 Special Rule For Fraud.  Notwithstanding anything in this Article 6, to the contrary, in the event of any breach of a representation or warranty by a Party that constitutes actual fraud with the intent to deceive, such Party's liability for breach of such representation or warranty shall survive the Closing and continue in full force and effect for the applicable statute of limitations, and the injured Party’s ability to recover damages relating thereto shall not be subject to any cap or other limitation.
Limitations on Liability .  Notwithstanding any other provision of this Agreement:
  (a)   Cap.  In no event shall (i) the aggregate liability of either Seller exceed its Pro Rata Amount of any costs, losses, Claims, liabilities, fines, penalties, damages and expenses otherwise indemnifiable pursuant to the terms hereof; or (ii) the aggregate costs, losses, Claims, liabilities, fines, penalties, damages and expenses indemnifiable by the Sellers under this Agreement exceed the amount of the Adjusted Purchase Price.
  (b)   Exclusive Remedy.  The sole and exclusive liability and responsibility of the Sellers to Purchaser Indemnified Parties under or in connection with this Agreement, any other documents delivered by the Sellers at Closing or the transactions contemplated hereby or thereby (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), and the sole and exclusive remedy of Purchaser Indemnified Parties with respect to any of the foregoing, shall be as set forth in this Article 6.  Notwithstanding the foregoing, nothing in this Article 6 shall prevent or restrict the right of any party to obtain injunctive relief or specific performance from a court of competent jurisdiction (including, without limitation, to cause the other Party hereto to consummate the transactions contemplated hereby on and subject to the terms and conditions of this Agreement).   To the extent that Purchaser Indemnified Parties or Weeden have any losses for which they may assert any other right to indemnification, contribution or recovery from the Sellers under this Agreement (except to the extent specifically provided for in the preceding sentence), any other documents delivered by the Sellers at Closing or under any common law or any statute, or otherwise), Purchaser hereby (i) waives, releases and agrees not to assert such right, and (ii) agrees to cause each of the Purchaser Indemnified Parties and Weeden to waive, release and agree not to assert such right.
  (c)   Negligence or Misconduct.  No Indemnifying Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Indemnified Party that is a prior officer or director of Weeden pursuant to this Agreement, if a court of competent jurisdiction has made a final, non-appealable finding, that a Claim (and related expenses) has resulted primarily from such Indemnified Party’s gross negligence or willful misconduct, such that the relevant losses or costs would not be indemnifiable or reimbursable under the DGCL if such action was taken by a Board of Director member of a Delaware corporation.

19
 
 (d)   Additional Limitations on Liability.
(i)     The amount payable by the Sellers pursuant to this Article 6 to any Purchaser Indemnified Party shall be reduced to the extent such amount is adequately reserved for in the Closing Date Balance Sheet.

(ii)     Neither the Purchaser nor any Purchaser Indemnified Party, nor the Seller nor any Seller Indemnified Party may avoid the limitations on liability set forth in this Section 6 by seeking damages for breach of contract, tort or pursuant to any other theory of liability.

6.6 Net Losses; Subrogation; Mitigation.
 (a) Notwithstanding anything contained herein to the contrary, the amount of any costs, losses, Claims, liabilities, fines, penalties, damages and expenses incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its affiliates) with respect to such losses, Claims, liabilities, fines, penalties, damages and expenses, and (ii) any recoveries obtained by the Indemnified Party (or any of its affiliates) from any other third party.  Each Indemnified Party shall exercise commercially reasonable best efforts to obtain such proceeds, benefits and recoveries.  If any such proceeds, benefits or recoveries net of any expenses incurred by such Indemnified Party in collecting such amount are received by an Indemnified Party (or any of its Affiliates), with respect to any losses, Claims, liabilities, fines, penalties, damages and expenses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such affiliate) shall pay to the Indemnifying Party the amount of such proceeds, benefits or recoveries net of any expenses incurred by such Indemnified Party in collecting such amount (up to the amount of the Indemnifying Party’s payment).  With respect to any losses, Claims, liabilities, fines, penalties, damages and expenses incurred or suffered by an Indemnified Party, no liability shall attach to the Indemnifying Party in respect of any losses, Claims, liabilities, fines, penalties, damages and expenses to the extent that the same losses, Claims, liabilities, fines, penalties, damages and expenses have been recovered by the Indemnified Party from the Indemnifying Party, accordingly, the Indemnified Party may only recover once in respect of the same losses, Claims, liabilities, fines, penalties, damages and expenses.
 (b) Upon making any payment to an Indemnified Party in respect of any losses, Claims, liabilities, fines, penalties, damages and expenses, the Indemnifying Party shall, to the extent that such payment represents payment in full of such losses, Claims, liabilities, fines, penalties, damages and expenses, be subrogated to all rights of the Indemnified Party (and its affiliates) against any third party in respect of the losses, Claims, liabilities, fines, penalties, damages and expenses to which such payment relates.  Such Indemnified Party (and its affiliates) and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

20

 (c) Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Party to mitigate any loss which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement, including by asserting claims against a third party or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter.
 (d) To the extent that any breach of any representation or warranty contained in this Agreement or any other provision of this Agreement is capable of remedy, the Indemnified Party shall afford the Indemnifying Party a reasonable opportunity to remedy the matter complained of.
ARTICLE 7
TERMINATION
7.1 Termination. This Agreement may be terminated at any time prior to the Closing Date by:
 (a) the mutual written agreement of the Purchaser and the Sellers;
 (b) upon written notice to the other Parties by the Purchaser or the Sellers if there has not been a Closing within by the Termination Date (subject to payment as set forth in Section 1.2(d)); so long as party seeking to terminate is not then in breach of its obligations under this Agreement, which breach would prevent satisfaction of a condition set forth in (i) Section 5.1(b), in the case of an attempted termination by Purchaser, or (ii) Section 5.1(c), in the case of an attempted termination by the Sellers;
 (c) upon written notice from Purchaser to GP if any of the conditions precedent set forth in Section 5.1(a) and (b) shall have become incapable of fulfillment (and shall not have been waived by Purchaser), so long as, Purchaser is not then in breach of its obligations under this Agreement, which breach would prevent satisfaction of a condition set forth in Section 5.1(a) or (b); or
 (d) upon written notice from either Seller to Purchaser if (i) any of the conditions precedent set forth in Section 5.1(a) or (c) shall have become incapable of fulfillment (and shall not have been waived by the Sellers),  or (ii) Purchaser is incapable of fulfilling its obligation to make the payments described in Section 2, so long as, in the case of clause (i), none of the Sellers is then in breach of its respective obligations under this Agreement, which breach would prevent satisfaction of a condition set forth in Section 5.1(a) or (c).

21

 (e) Effect of Termination. In the event of the termination of this Agreement pursuant to this section, this Agreement shall become void and have no effect, without any liability to any person in respect hereof or of the transactions contemplated hereby on the part of any Party hereto, or any of its managers, officers, employees, agents, and members; except that, if this Agreement is terminated prior to a Closing, all further obligations of the parties under this Agreement shall become null and void and of no further force or effect, except that (i) Section 1.2(d) will survive, (ii) if this Agreement is terminated by a Party because of the breach of the Agreement by the other Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the other party’s failure to comply with its obligations under this Agreement, the terminating party’s right to pursue all legal remedies shall survive such termination unimpaired.
ARTICLE 8
MISCELLANEOUS
8.1 Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable counsel fees and disbursements.  NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES.  NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED.  THE PROVISIONS OF THIS SECTION 11.16 HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.  NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION 11.16 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
8.2 Entire Agreement; Amendment. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and supersedes all prior agreements and understandings relating thereto. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

22

8.3 Expenses. Each of the parties shall bear the expenses and legal fees incurred on their own behalf with respect to this Agreement and the transactions contemplated hereby, except as otherwise set forth herein.
8.4 Counterparts.  This Agreement and any amendments, waivers, consents, or supplements may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.  This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.  Delivery of an executed counterpart of a signature page to this Agreement, any amendments, waivers, consents or supplements, by facsimile or email shall be as effective as delivery of a manually executed counterpart thereof.
8.5 Severability; Enforcement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without such provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. The parties hereto agree that irreparable damage for which money damages would not be an adequate remedy would occur in the event that any of the provision of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that, in addition to any other remedies a party may have at law or equity, the parties shall be entitled to seek an injunction of injunctions to prevent such breached of this Agreement and to enforce specifically the terms hereof.
8.6 Notices.  Any written notice to be given hereunder shall be given in writing and shall be deemed given:  (a) when received if given in person, (b) on the date of transmission if sent by facsimile, e-mail or other wire transmission (receipt confirmed), (c) three (3) days after being deposited in the U.S. mail, certified or registered mail, postage prepaid, (d) if sent domestically by a nationally recognized overnight delivery service, the first day following the date given to such overnight delivery service (specified for overnight delivery), and (e) if sent by an internationally recognized overnight delivery service, the second day following the date given to such overnight delivery service (specified for overnight delivery).  All notices shall be addressed as follows (or at such other address or telecopy numbers for a party as shall be specified by like notice):

23

If to either of the Sellers, to such parties at:

c/o Weeden Investors, LP
145 Mason St
Greenwich, CT 06830
 Attention:  Robert A. Cervoni
 Email:  rcervoni@weedeninvestors.com
 Telephone:  (917)971-8151

with a copy to (which shall not constitute notice):

Finn Dixon & Herling LLP
Six Landmark Square
Stamford, Connecticut 06901
Attention:  Neil Ruben
Telephone:  (203) 325-5000
Fax:  (203) 325-5001
Email:  nruben@fdh.com

If to Purchaser, addressed as follows:

Siebert Financial Corp.
120 Wall Street
New York, NY 10005
Attention:  Andrew Reich
Telephone:  (310) 385-1861
Email:  areich@siebertnet.com

with a copy to (which shall not constitute notice):

Gusrae Kaplan Nusbaum PLLC
120 Wall Street
New York, NY 10005
Attention:  Martin H. Kaplan
Telephone:  (212) 269-1400
Email:  mkaplan@gusraekaplan.com

8.7    Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, that no assignment of either party’s rights or obligations may be made without the written consent of the other party and any such assignment shall provide that the assigning party will continue to be bound by all obligations hereunder as if such assignment had not occurred and perform such obligations to the extent that its assignee fails to do so.  Notwithstanding the foregoing, this Agreement may be assigned by a party (the “Assigning Party”) after Closing without the consent of the other party (the “Non-assigning Party”) to an affiliate of the Assigning Party but only to the extent such assignment is to an assignee/affiliate that is able to comply with the obligations set forth in this Agreement (financial or otherwise), provided that advance notice of the assignment is given to the Non-assigning Party, such affiliate enters into a written agreement with the Non-assigning Party to be bound by the provisions of this Agreement in all respects and to the same extent as the Assigning Party is bound and that the Assigning Party will continue to be bound by all obligations hereunder as if such assignment had not occurred and perform such obligations to the extent that such affiliate fails to do so.

24

8.9    No Third Party Beneficiaries.  Except as set forth in Article VI, this Agreement is solely for the benefit of the parties hereto and those persons specifically described herein, and, except as aforesaid, no provision of this Agreement shall be deemed to confer any remedy, claim or right upon any third party.  Without limiting the generality of the foregoing, the parties expressly confirm their agreement that, in addition to the Sellers and Purchaser, the other Seller Indemnified Parties and Purchaser Indemnified Parties, as the case may be, shall also enjoy the benefits of indemnities made herein which are expressly stated to be in their favor.  In this regard, the parties agree that such persons shall have the right to enforce those provisions directly against the applicable Indemnifying Party.
8.10   Disclaimer.  Except for the representations explicitly set forth in Article III herein, Purchaser agrees that Purchaser has not relied upon, and the Sellers and their respective affiliates, officers, partners and managers shall not have any liability with respect to, any information concerning Weeden not expressly represented and warranted to, or otherwise set forth in this Agreement, including, (a) any information regarding Weeden provided to Purchaser, including, without limitation, at any management presentation related to the transactions contemplated by this Agreement, (b) any information communicated by or made available through the data room process or otherwise to Purchaser, or (c) any financial projection or forecast relating to the Weeden.  With respect to any such projection or forecast delivered by or on behalf of either Seller to Purchaser, Purchaser acknowledges that (i) there are significant uncertainties inherent in such projections and forecasts; (ii) Purchaser is familiar with such uncertainties and takes full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts; and (iii) Purchaser has significant knowledge as to the current and historic business, assets, operations, liabilities and prospects of Weeden.  Purchaser shall have no claim against either Seller (or any of its officers, managers, partners or employees), and the Sellers shall have no liability to Purchaser, with respect to any such disclaimed information or any financial projection or forecast relating to Weeden.  Except as set forth in Article 3 of this Agreement, Weeden and its assets and business shall be deemed “as is, where is” on the Closing Date.  This Agreement constitutes the complete agreement of the Parties with respect to the subject matter hereof and supersede all prior discussions, negotiations and understandings.
8.11   Provision Respecting Legal Representation.
(a)     Each of parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and affiliates, that Finn Dixon & Herling LLP may serve as counsel to each of the Sellers and their respective affiliates (individually and collectively, the “Seller Group”), on the one hand, and Weeden, on the other hand, in connection with negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Finn Dixon & Herling LLP (or any successor thereof) may serve as counsel to either Seller, or any manager, member, partner, officer, employee or affiliate of either Seller, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation.

25

(b)     In furtherance of the foregoing, Purchaser hereby agrees that, in the event that a dispute arises after the Closing between the Purchaser and its subsidiaries on the one hand, and the Seller Group on the other hand, Finn Dixon & Herling LLP may represent the Seller Group in such dispute even though the interests of the Seller Group may be directly adverse to the Purchaser, and its subsidiaries, and even though Finn Dixon & Herling LLP may have represented Weeden or either Seller in a matter substantially related to such dispute, or may be handling ongoing matters for Weeden or either Seller.  Purchaser further agrees that, as to all communications among Finn Dixon & Herling LLP, Weeden, and/or the Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Seller Group, and may be controlled by the Seller Group, and shall not pass to or be claimed by Purchaser.  Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or Weeden on the one hand and a third party other than the Sellers, on the other hand, Purchaser and Weeden may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Purchaser, Weeden nor their affiliates may waive such privilege without the prior written consent of the Sellers.



[Signature page follows.]
26

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the day and year first above written.



 
PURCHASER:
 
 
 
 
SIEBERT FINANCIAL CORP.
 
 
 
     
 
 
 
 
By:
/s/ Andrew Reich
 
 
Name:  Andrew Reich
 
 
Title:    CFO



[Signature Page to Equity Interests Purchase Agreement]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the day and year first above written.




SELLERS:
 
 
 
 
WEEDEN INVESTORS L.P.
 
 
 
 
 
 
 
By:
/s/ Robert A. Cervoni
 

Name: Robert A. Cervoni
 

Title: President and Treasurer
     
     
 
WEEDEN SECURITIES CORPORATION
     
     
  By:
/s/ Robert A. Cervoni
 
Name: Robert A. Cervoni
 
Title: President and Treasurer



[Signature Page to Equity Interests Purchase Agreement]


Exhibit 99.2


ESCROW AGREEMENT
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”).
RECITALS
WHEREAS, the Buyer and Sellers entered into that certain Equity Interests Purchase Agreement, dated as of the date hereof, (as the same may be amended or modified from time to time in accordance with its terms, the “Purchase Agreement) whereby the Seller will purchase 100% of the equity interests in Weeden Prime Services, LLC, a Delaware limited liability company, from GP Seller and LP Seller (the “Transaction”);
WHEREAS, GP Seller is the general partner of LP Seller;
WHEREAS, the parties hereto wish to enter into this Agreement, on the terms and conditions set forth herein, in connection with the execution of the Purchase Agreement, as required by the Purchase Agreement; and
WHEREAS, Section 1.2(b) of the Purchase Agreement provides that, upon the execution of the Purchase Agreement, the Buyer shall deposit with the Escrow Agent to be held in the escrow account (the “Escrow Account”), by wire transfer of immediately available funds $2,000,000 the “Escrow Amount”), the total amount of which will be released to either LP Seller or the Buyer, as set forth in, and subject to the terms of, the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, agreements and conditions set forth herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Buyer, the GP Seller and the Escrow Agent hereby agree as follows:
AGREEMENT
1. Capitalized Terms.  All capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.  The following terms shall have the following meanings:
“Business Day” shall mean any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in New York, New York are authorized to be closed.
“Escrow Account” shall mean the account established by the Buyer with the Escrow Agent for the purpose of depositing the Escrow Amount pursuant to Section 3(a) hereof.
“Representative” shall mean the person(s) so designated on Exhibit A-1 and Exhibit A-2 hereto or any other person designated in a writing signed by the Buyer or GP Seller, as applicable, and delivered to Escrow Agent in accordance with the notice provisions of this Agreement, to act as a representative of the Buyer or GP Seller, as applicable, under this Agreement.


2. Appointment of the Escrow Agent.  The Buyer and the GP Seller hereby appoint the Escrow Agent as escrow agent to receive, hold and disburse the Escrow Amount, and the Escrow Agent hereby accepts its appointment as escrow agent, in accordance with the terms and conditions described herein.
3. Deposit With the Escrow Agent.
 (a) Immediately following the execution of this Agreement by all parties hereto, on the Effective Date, the Buyer shall deposit the Escrow Amount with the Escrow Agent by wire transfer(s) of immediately available funds in accordance with those wire transfer instructions set forth in Section 11 hereof.  The Escrow Agent shall provide the Buyer and the GP Seller with prompt written confirmation (which may be by electronic mail) of receipt of the Escrow Amount.
 (b) The Buyer and the GP Seller agree that the Escrow Amount will remain in escrow with the Escrow Agent according to the terms and conditions of this Agreement, and neither the Buyer nor any of the GP Seller will withdraw or attempt to withdraw the Escrow Amount, except as expressly provided in this Agreement.
 (c) All deposits and payments made hereunder or pursuant to the terms hereof shall be in U.S. dollars.
 (d) None of the GP Seller nor the Buyer shall have any right to sell, transfer, pledge, hypothecate or otherwise dispose of any cash or securities held in the Escrow Account or any interest therein for so long as they are held in the Escrow Account, respectively.
4. Term.  The term of this Agreement shall expire upon the complete disbursement of the entire Escrow Amount in accordance with Section 5 or Section 10 hereof.  Upon such occurrence, the Escrow Account can be closed and the Escrow Agent’s appointment shall terminate.
5. Disbursement of Escrow Amount.
 (a) Escrow Amount. Pursuant to the Purchase Agreement, the Escrow Agent shall: (a) upon the Closing of the Transaction, disburse the Escrow Amount to LP Seller in partial satisfaction of the Purchase Price (as defined in the Purchase Agreement); (b) if the Closing of the Transaction is not completed within 30 days after receiving FINRA Approval (as defined in the Purchase Agreement) for any reason, other than a Seller Breach (as defined in in the Purchase Agreement), pay and disburse the Escrow Amount to the LP Seller, and the Buyer shall provide such irrevocable instructions (with, for the avoidance of doubt, such instructions being in the form of a Joint Release Certificate, as defined below) as may be required to the Escrow Agent to make such disbursement; or (c) if the Closing of the Transaction is not completed within 30 days after receiving FINRA Approval (as defined in the Purchase Agreement) solely as a result of a material breach of, or material failure to comply with, any of the terms of the Purchase Agreement by either or both the Sellers, which such breach was not caused by a breach or failure to comply with the terms of the Purchase Agreement by the Buyer, and the Buyer is no material breach of the Purchase Agreement and has not materially failed to comply with the Purchase Agreement, pay and disburse the Escrow Amount to the Buyer, and GP Seller shall provide such irrevocable instructions (with, for the avoidance of doubt, such instructions being in the form of a Joint Release Certificate, as defined below) as may be required to the Escrow Agent to make such disbursement. The Escrow Agent shall disburse the Escrow Amount in the manner set forth in Section 5(h) below and as follows:

2

  (i) Joint Release. Within two (2) Business Days following the receipt of a joint written instruction signed by a Representative of both GP Seller and Buyer, and delivered to the Escrow Agent (a “Joint Escrow Release Certificate”), the Escrow Agent shall disburse the Escrow Amount as stated in such written direction in the amounts and to the persons specified in such Joint Escrow Release Certificate.
  (ii) Final Determination Order Release. On the first Business day following the final day of the Dispute Period (as defined in Section 5(i) below) in accordance with (and subject to the provisions of) Section 5(i) below, the Escrow Agent shall promptly so disburse the specified funds in the amounts and to the persons specified in said Final Determination Order (as defined below).  It is understood between the Buyer and the GP Seller that any Joint Escrow Release Certificate or Final Determination Order (collectively, the “Disbursement Documents” and each a “Disbursement Document”) provided to the Escrow Agent in accordance with this Section 5 hereto shall contain the IRS Form W-9 or applicable IRS Form W-8 as appropriate for such beneficiary of funds, to the extent such forms have not been previously provided to the Escrow Agent by or on behalf of such beneficiary.
 (b) When directed to disburse the Escrow Amount, from time to time, in accordance with Section 5(a), the Escrow Agent shall be entitled to rely conclusively upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it under this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof.  For all purposes under this Agreement, the Escrow Agent may act in reliance upon any instrument or signature reasonably believed by it to be genuine for such person as listed within Exhibit A-1 or Exhibit A-2 which may be amended by Buyer (in the case of Exhibit A-1) or  the GP Seller (in the case of Exhibit A-2) from time to time and may assume that any Person signing such instrument or purporting to give any notice hereunder has been duly authorized to do so.  Upon the Escrow Agent’s receipt of a Disbursement Document, whether delivered in writing, by telecopier, electronic communication or otherwise, the Escrow Agent shall seek confirmation from the party or parties submitting such Disbursement Document by telephone call back to the person or persons designated in Exhibits A-1 and or Exhibit A-2 (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations of anyone purporting to be a Call Back Authorized Individual.  To assure accuracy of the instructions it receives, the Escrow Agent may record such call backs.  If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all such issues have been resolved.  The persons and telephone numbers for call backs may be changed only in writing from the applicable Party actually received and acknowledged by the Escrow Agent.
 (c) Any interest and other income accrued on the Escrow Amount shall become part of the Escrow Amount, which shall be distributed in accordance with Section 5(e).

3

 (d) Notwithstanding any term appearing in this Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Amount (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than (i) two (2) Business Days after it has received the applicable documents required under this Agreement in good form, or (ii) passage of the applicable time period under the terms of this Agreement (or both, as applicable under the terms of this Agreement), as the case may be.
 (e) Except as otherwise set forth herein, the Buyer and the GP Seller hereby acknowledge and agree that no interest income or other income accrued on the Escrow Amount shall be due to or remitted to the Buyer or the GP Seller for the period of time that the Escrow Amount is held by the Escrow Agent.
 (f) Notwithstanding the foregoing, the Escrow Agent shall, for each calendar year (or portion thereof) that it holds the Escrow Amount, report the income of the Escrow Amount on IRS Forms 1099 (or any successor form).  The Forms 1099 shall show the Buyer as “payee” of such interest income and the Escrow Agent shall disburse to the Buyer any such interest income. Prior to the execution and delivery of this Agreement, each of the Sellers and the Buyer shall provide to the Escrow Agent a completed Form W-9 or W-8, as applicable.  For the avoidance of doubt, the Escrow Agent shall be entitled to withhold such amounts as may be required under applicable law (and remit such amounts to the applicable taxing authorities) on distributions from the Escrow Amount to any party unless and until the Escrow Agent has received a Form W-9 or Form W-8, whichever is appropriate, with respect to such party.  Notwithstanding anything to the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any other federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon.
 (g) The Escrow Agent shall be responsible only for income reporting to the Internal Revenue Service with respect to income earned on the Escrow Amount; no principal reporting is required.
 (h) Disbursements from the Escrow Account to be made by the Escrow Agent under the terms and conditions of this Agreement shall be made by wire transfer of immediately available funds to the applicable account(s) set forth in Section 11 hereof or accounts designated in any written notice or instructions delivered to it pursuant to the terms hereof.  The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to and in accordance with wiring or transfer instructions provided to the Escrow Agent by any party to this Agreement.  Notwithstanding the foregoing, any distributions by the Escrow Agent from the Escrow Account of an amount less than $100.00 shall be made by check mailed to the payee at the address for notices set forth in Section 11 or to such addresses listed in the applicable Disbursement Document.
 (i) Upon a final and non-appealable decision, judgment or award rendered by a court of competent jurisdiction or a final arbitral decision, the Buyer or the GP Seller may deliver a written notice to the Escrow Agent signed by a Representative of the applicable Party stating that such dispute has been submitted to a court of competent jurisdiction or to binding arbitration for judgment, and that a final non-appealable decision, judgment or award or arbitral decision with respect to such matters has been rendered, which notice shall be accompanied by a certified copy of a final, non-appealable order of the court or binding arbitral award, and a written certification from counsel for the submitting party that such decision is final and non-appealable (such notice, decision and statement, collectively, a “Final Determination Order”).  A copy of such Final Determination Order shall also be sent by the submitting party to all other parties to this Agreement concurrently with the delivery thereof to the Escrow Agent. If within ten (10) Business Days after the Escrow Agent’s receipt of a Final Determination Order (the “Dispute Period”) no party notifies the Escrow Agent in writing (with a copy to all other parties) that it has grounds for challenging the Final Determination Order, which notice shall identify in reasonable detail the basis for the challenge, the Escrow Agent shall deliver the portion of the Escrow Amount specified in such final and non-appealable order or binding arbitral award to the Buyer and/or the GP Seller as directed in such court order or arbitral award on the first Business Day following the final day of the Dispute Period.  If a party has timely given notice to the Escrow Agent that such party has grounds for challenging the Final Determination Order, the Escrow Agent shall be entitled to continue to refrain and refuse to act hereunder, as stated above, unless and until:

4

  (i) the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having jurisdiction over the parties; or
  (ii) the parties have reached an agreement resolving their differences and have notified the Escrow Agent in writing of such agreement and have provided the Escrow Agent with indemnity satisfactory to the Escrow Agent against any liability, claims or damages resulting from compliance by the Escrow Agent with such agreement.
6. Disagreement.  If the Escrow Agent receives instructions, claims or demands from any Party that conflict with the provisions of this Agreement, or if Escrow Agent receives conflicting instructions from the Parties, hereunder, the Escrow Agent shall, upon notice to the Buyer and the GP Seller, have the right to do any or all of the following: (a) withhold or stop all performance of this Agreement, save and except safekeeping of the Escrow Amount, together with any and all interest or other income earned thereon (and all notices or instructions received in connection herewith), until the Escrow Agent shall be delivered a valid Disbursement Document which resolves such conflict, (b) file a suit in interpleader and obtain an order of the court of appropriate jurisdiction requiring all persons involved to litigate in such court their respective claims arising out of or in connection with the Escrow Amount, (c) upon 30 calendar days prior written notice to the Parties (unless a valid Disbursement Document which resolves such conflict is delivered to the Escrow Agent during such 30 day period), tender into the registry or custody of any court having jurisdiction, all money and property held under this Agreement and notify the parties hereto of such deposit, or (d) take such other legal action as may be appropriate or necessary, in the reasonable opinion of the Escrow Agent.  Upon the tender of the Escrow Amount, or any portion thereof, into the registry or custody of a court in accordance with clause (b) above, the parties hereto agree that the Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that the filing of any such legal proceedings shall not deprive the Escrow Agent of its compensation hereunder earned prior to such filing and discharge of the Escrow Agent and its duties hereunder.  The Escrow Agent’s reasonable and documented out-of-pocket costs, including reasonable outside attorneys’ fees, in filing and pursuing such legal proceedings shall be a joint and several obligation of the Buyer and the Sellers; provided that, without limiting the joint and several obligations of the Buyer and the Sellers under this Section 6, solely as between the Buyer, on the one hand, and the Sellers, on the other hand, the Escrow Agent’s costs and fees under this Section 6 shall be split equally.

5

7. Investment of Escrow Amount.  Unless directed otherwise in writing by the Buyer and the GP Seller, the funds constituting the Escrow Amount will be invested and held in a “noninterest-bearing deposit account” insured by the Federal Deposit Insurance Corporation (“FDIC”) to the applicable limits. The Escrow Amount will need to be delivered by 12:00 p.m. Eastern time on the Closing Date in order to be invested that Business Day.  The Escrow Amount shall at all times remain available for distribution in accordance with Section 5 above.
 (a) The Escrow Agent shall invest the property held in escrow in such a manner as directed in the above paragraph which may include deposits in Citibank and mutual funds advised, serviced or made available by Citibank or its affiliates even though Citibank or its affiliates may receive a benefit or profit therefrom.  The Escrow Agent and any of its affiliates are authorized to act as counterparty, principal, agent, broker or dealer while purchasing or selling investments as specified herein.  The Escrow Agent and its affiliates are authorized to receive, directly or indirectly, fees or other profits or benefits for each service, task or function performed, in addition to any fees as specified in Exhibit B hereof, without any requirement for special accounting related thereto.  The Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the escrowed property, as applicable, provided that the Escrow Agent has made such investment, reinvestment or liquidation of the escrowed property in accordance with the terms, and subject to the conditions of this Agreement. The Escrow Agent does not have a duty nor will it undertake any duty to provide investment advice.
 (b) The parties to this Escrow Agreement acknowledge that non-deposit investment products are not obligations of, or guaranteed, by Citibank/Citigroup nor any of its affiliates; are not FDIC insured; and are subject to investment risks, including the possible loss of principal amount invested.  Only deposits in the United States are subject to FDIC insurance.
8. Performance of the Escrow Agent; Indemnification.
(a)     The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no additional duties or obligations shall be implied hereunder.  The Escrow Agent is not a fiduciary for any of the parties hereto.  The Escrow Agent shall be entitled to conclusively rely upon any instrument or notice delivered to the Escrow Agent reasonably believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the Buyer or the GP Seller, as appropriate, in accordance with the express terms of this Agreement, and the Escrow Agent shall have no duty to evaluate any instrument or notice, including without limitation, any Disbursement Document or any other written notice delivered pursuant to this Agreement.  The Escrow Agent shall not be charged with knowledge or required to take notice of any agreement or understanding between the Buyer and the GP Seller other than this Agreement, including, but not limited to, the Purchase Agreement, and shall have no duty or responsibility to take any action pursuant to the terms of any such other agreement, including the Purchase Agreement.  The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other sub escrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other sub escrow agent was caused by the Escrow Agent’s own gross negligence or willful misconduct.  In performing its duties under this Agreement, or upon the claimed failure to perform any of its duties hereunder, the Escrow Agent shall not be liable to anyone for any reasonable action taken, suffered or omitted to be taken by it in good faith except to the extent that the Escrow Agent’s fraud, gross negligence or willful misconduct was the cause of any direct loss to either Buyer or GP Seller under this Agreement.  In no event shall the Escrow Agent be liable for indirect, punitive, incidental, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Escrow Agent incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its legal counsel given with respect to any question relating to the duties and responsibilities of the Escrow Agent hereunder or (ii) any action taken or omitted to be taken in reliance upon any instrument delivered to the Escrow Agent and reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the Buyer or the GP Seller, as appropriate, in each case except for liability for damages arising out of Escrow Agent’s fraud, willful misconduct or gross negligence.

6
 
 (b)     The Escrow Agent shall have no obligation to appear in, prosecute or defend any action or legal proceeding which would or might reasonably be expected to involve it in any cost, expense, loss or liability, unless satisfactory security and indemnity satisfactory to the Escrow Agent shall be furnished by the Buyer and the GP Seller.

 (c)     The Buyer and the Sellers agree, jointly and severally, to indemnify the Escrow Agent and each of its respective successors, assigns, officers, directors, agents and employees (“Indemnitees”) for, and to hold each of them harmless from and against, any loss, liability, claims, actions, damages penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including reasonable documented and out-of-pocket expenses and disbursements of its outside counsel) (collectively “Escrow Agent Losses”) arising out of or in connection with Escrow Agent’s performance of this Agreement tax reporting or withholding, the enforcement of any rights or remedies under or in connection with this Agreement and its carrying out its duties hereunder, including the reasonable documented and out-of-pocket costs and expenses of defending itself against any such claim or liability except to the extent that such Escrow Agent Losses, as adjudicated by a court of competent jurisdiction, have been caused by the fraud, gross negligence or willful misconduct of such Indemnitee, or (b) its following any Joint Escrow Release Certificate or Final Determination Order in accordance with this Agreement; provided, however, that, solely between themselves, the Buyer and the Sellers agree that such indemnification obligations as finally determined by a court of competent jurisdiction shall be paid in accordance with the Parties’ respective responsibility for causing the Escrow Agent losses against which Escrow Agent is entitled to indemnification or, if no such determination is made, then such indemnification obligation shall be paid by the Buyer, on the one hand, and the Sellers, on the other hand, on a 50/50 basis.  The foregoing indemnities in this paragraph shall survive the resignation or substitution of the Escrow Agent or the termination of this Agreement.

 (d)     The GP Seller and the Buyer agree that the payment by the GP Seller, on the one hand, and the Buyer, on the other hand, of any claim by the Escrow Agent for indemnification hereunder shall not impair, limit, modify, or affect, as between the GP Seller, on the one hand, and the Buyer, on the other hand, the respective rights and obligations of any parties under the Purchase Agreement.

7

9. Fees of the Escrow Agent.  The Escrow Agent shall be entitled to reimbursement for any reasonable and documented out-of-pocket expenses or disbursements (including reasonable attorney’s fees and expenses) incurred in connection with the performance of the Escrow Agent’s obligations hereunder, as set forth on Exhibit B hereto, and shall be paid by the GP Seller and the Buyer jointly and severally, provided, however, that, solely between themselves, the GP Seller and the Buyer agree that such funds shall be paid jointly and severally by the GP Seller, on the one hand, and by the Buyer, on the other hand, on a 50/50 basis.
10.   Resignation/Removal of the Escrow Agent.
 (a) The Escrow Agent (and any successor escrow agent) may, at any time, resign as such by giving thirty (30) calendar days’ prior written notice to the Buyer and the GP Seller and delivering the Escrow Amount to any successor escrow agent (which shall be a mutually agreed-upon bank or national banking association) jointly designated by the Buyer and the GP Seller in a writing signed by a Representative of each Party whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement.  The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including appointment by a court of competent jurisdiction) and (ii) the day which is thirty (30) days after the date of delivery of the Escrow Agent’s written notice of resignation to the other parties hereto. If, at the effective time of the resignation, the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent’s sole responsibility shall be to retain and safeguard the Escrow Amount (and all notices or instructions received in connection herewith) until disbursed in accordance with this Agreement.  Notwithstanding anything to the contrary herein provided, in the event no successor escrow agent has been appointed on or prior to the thirtieth (30th) day after the Escrow Agent provides notice of resignation hereunder, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Agreement.  The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder.  The Escrow Agent shall be paid any outstanding fees, expenses and other amounts due to it hereunder prior to transferring the Escrow Amount to a successor escrow agent.
 (b) The Escrow Agent may be removed, as such, at any time upon thirty (30) days’ written notice to the Escrow Agent by the Buyer and the GP Seller.  Upon the effective date of its resignation or removal, the Escrow Agent will deliver the Escrow Amount, together with any and all interest or other income earned thereon, to such successor escrow agent directed by the joint written instructions of the Buyer and the GP Seller signed by a Representative of each Party.  After the effective date of its resignation or removal, the Escrow Agent shall have no duty with respect to the Escrow Amount, together with any and all interest or other income earned thereon, except to hold such property in safekeeping and to deliver same to its duly appointed successor, or otherwise pursuant to a Working Capital Escrow Certificate or Final Determination Order.

8

11. Wire Transfer Instructions and Notices.  All notices, requests, claims, demands, disclosures and other communications (including, but not limited to, the instruction letters, joint or otherwise, provided pursuant to Section 5) required or permitted by this Agreement shall be in writing and shall be deemed to have been given at the earlier of the date (a) when delivered personally, by messenger or by overnight delivery service by a recognized commercial carrier to the Buyer, GP Seller or the Escrow Agent, (b) five (5) days after being mailed by registered or certified United States mail, postage prepaid, return receipt requested or (c) when received via facsimile or electronic mail with a signed PDF attachment to the e-mail address given below (and written confirmation of receipt is obtained promptly after completion of the transmission or confirmed by telephone in each case), in all cases addressed to the Person for whom it is intended at such Person’s address set forth below or to such other address as the Person shall have designated by notice in writing to the other parties in the manner provided by this Agreement; provided, however, that the Escrow Agent shall not be deemed to have received any notice or communication hereunder prior to its actual receipt thereof.  Notwithstanding anything herein to the contrary, if any notice, request, claim, demand, disclosure or other communication is to be provided under this Agreement to the Escrow Agent and one or more other parties, the Escrow Agent shall be fully protected in deeming such other party or parties to have received such notice, request, claim, demand, disclosure or other communication upon the Escrow Agent’s receipt thereof.

If to the GP Seller:
c/o Weeden Investors, LP
145 Mason St
Greenwich, Connecticut  06830
Attention: Robert A. Cervoni
Email: rcervoni@weedeninvestors.com
Telephone: (917) 971-8151
 
whose wire transfer instructions
are as follows:
Bank: Citibank, NA
Account Name/Title: Weeden Investors, L.P.
ABA / Routing Number: 221172610
Account No. 47014944
SWIFT Code:
 
with a copy (which shall not constitute notice), excluding of ordinary course
financial reports from the Escrow Agent as to the Escrow Account, to:
Finn Dixon & Herling LLP
Six Landmark Square
Stamford, Connecticut 06901
Phone: (203) 325-5000
Facsimile: (203) 325-5001
Email: nruben@fdh.com
Attention: Neil G. Ruben
 
If to the Buyer:
c/o Siebert Financial Corp.
120 Wall Street
New York, New York 10005
Attn:  Andrew Reich
Phone:  (310) 385-1861
Email: areich@siebertnet.com
 

9

whose wire transfer instructions
are as follows:
Bank: Boston Private Bank
Routing number: 011002343
Account Number: 953188876

 
with a copy (which shall not constitute notice), excluding of ordinary course
financial reports from the Escrow Agent as to the Escrow Account, to:
Gusrae Kaplan Nusbaum PLLC
120 Wall Street
New York NY 10005
Attention:  Martin H. Kaplan
Telephone: (212) 269-1400
Email:  mkaplan@gusraekaplan.com
 
If to the Escrow Agent:
Citibank, N.A.
c/o Citi Private Bank
Preferred Custody Services
388 Greenwich Street, 29th Floor
New York, NY 10013
Attention:   Kerry McDonough, Director
Telephone No.:  (212) 783-7110
Facsimile No.:   (212) 783-7131
Email:  kerry.mcdonough@citi.com
 
whose wire transfer instructions
are as follows:
Citibank, N.A. – New York, NY
ABA Number: 021000089
SWIFT Code: CITIUS33
Credit Account: 37432464
Credit Account Name: PBG Concentration Account
Further Credit Account Number: 25D174234768
Attention: Anabelle Roa (212-783-7021)
 

12. Customer Identification Program.  Each of the Buyer and the GP Seller acknowledges receipt of the notice set forth on Annex A attached hereto and made a part hereof and understands that information may be requested to verify their identities.
13. Governing Law.  This Agreement shall be construed and interpreted according to the laws of the State of New York, without regard to the conflicts of law rules thereof.  The parties hereto irrevocably and unconditionally submit to the jurisdiction of a federal or state court located in the Borough of Manhattan, City, County and State of New York, in connection with any proceedings commenced regarding this Agreement, including but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement, and all parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings, without regard to any principles of conflicts of laws, and irrevocably waive any objection to venue of inconvenient forum.

10

14. Headings.  The headings in this Agreement are inserted for convenience and identification only and are in no way intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
15. Severability.  Each provision of this Agreement is intended to be severable.  If any term or provision hereof is determined by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or enforcement of the remainder of this Agreement.
16. Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same Agreement.  The execution of this Agreement by any of the parties may be evidenced by way of a facsimile transmission or a pdf attachment to electronic mail of such party’s signature, or a photocopy of such facsimile transmission or a pdf attachment to electronic mail, and such facsimile or pdf signature shall be deemed to constitute the original signature of such party hereto.
17. Amendment and Waiver.  No modification or amendment to this Agreement shall be valid unless reduced to writing and signed by the Buyer, the GP Seller and the Escrow Agent.  No consent or waiver, expressed or implied, by any party to or of any breach or default by any other party in the performance by the other of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such party of the same or any obligations of the party.  Failure on the part of any party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a waiver by that party of its rights under this Agreement or otherwise.
18. Successors.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns but shall not create any rights in any third parties.  No party hereto may assign this Agreement or any of its or his rights, interests or obligations hereunder without the prior written approval of the other parties; provided, however, that (a) the GP Seller may assign any of their rights under this Agreement to one or more Affiliates of the GP Seller and (b) the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder, (iii) collaterally assign any or all of its rights and interests hereunder to one or more lenders of the Buyer, and/or (iv) assign any or all of its rights hereunder in connection with a sale of all of its business; provided, further, that (x) in any or all of which cases the Buyer or the GP Seller, as applicable, nonetheless shall remain responsible for the performance of all of its obligations hereunder and, in the event of any such proposed assignment, an amendment to this Agreement, in form and substance reasonably acceptable to the Escrow Agent, shall be executed and delivered in the event the Escrow Agent deems such an amendment to be necessary or desirable, (y) any assignee of the Buyer or GP Seller, as applicable, shall acknowledge receipt of the notice set forth as Annex A hereto and (z) any corporation into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any corporation to which substantially all the corporate trust business of the Escrow Agent may be transferred, shall become the Escrow Agent under this Agreement without further act.  To comply with Federal law including USA Patriot Act requirements, assignees shall provide to the Escrow Agent the appropriate form W-9 or W-8 as applicable and such other forms and documentation that the Escrow Agent may request to verify identification and authorization to act.

11

19. Force Majeure.  The Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control.  Such acts shall include, but not be limited to, acts of God or terrorism, labor strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, unavailability of the Federal Reserve Bank wire system, computer viruses, power failures, earthquakes or other disasters it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.
20. Use of Citibank Name. Except for notices and items expressly contemplated by this Agreement, no printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions "Citibank" by name or the rights, powers, or duties of the Escrow Agent under this Escrow Agreement shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of the Escrow Agent.
21. Compliance with Federal Law. To help the U.S. Government fight the funding of terrorism and money laundering activities and to comply with Federal law requiring financial institutions to obtain, verify and record information on the source of funds deposited to an account, the Parties agree to provide the Escrow Agent with the name, address, taxpayer identification number, and remitting bank for all Parties depositing funds at Citibank pursuant to the terms and conditions of this Agreement.  For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Escrow Agent will ask for documentation to verify its formation and existence as a legal entity.  The Escrow Agent may also ask to see financial statements, licenses, and identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.
22. Compliance with Court Orders.  In the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement (each an “Order”), the Escrow Agent is hereby expressly authorized, in its sole discretion, after notifying the Buyer and the GP Seller in writing of its intention to comply with such an Order, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other Person, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

 [Signature Page Follows]
12

IN WITNESS WHEREOF, the undersigned have executed this Escrow Agreement as of the date first above written.


 
BUYER:
 
 
 
 
SIEBERT FINANCIAL CORP.
 
 
 
 
 
 
 
By:
/s/ Andrew Reich
 
 
Name:  Andrew Reich
 
 
Title:    CFO



[Signature Page to Escrow Agreement]



GP SELLER:
 
 
 
 
WEEDEN SECURITIES CORPORATION
 
 
 
 
 
 
 
By:
/s/ Robert A. Cervoni
 
Name:
Robert A. Cervoni
 
Title:
President and Treasurer
     
     
  LP SELLER: 
     
 
WEEDEN INVESTORS L.P.
     
     
  By:
/s/ Robert A. Cervoni
  Name:
Robert A. Cervoni
  Title:
President and Treasurer



[Signature Page to Escrow Agreement]


 
  ESCROW AGENT:
 
 
 
 
 
 
  CITIBANK, N.A.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Kerry McDonough
 
 
Name:
Kerry McDonough
 
 
Title:
Director
 





[Signature Page to Escrow Agreement]

EXHIBIT A-1
Certificate as to BUYER’s Authorized Signatures

The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of BUYER and are authorized to initiate and approve transactions of all types for the Escrow Account established under this Escrow Agreement, on behalf of the BUYER.  The below listed persons (must list at least two individuals) have also been designated Call Back Authorized Individuals and will be notified by Citibank N.A. upon the release of Escrow Amount from the Escrow Account unless an original “Standing or Predefined Instruction” letter is on file with the Escrow Agent.

Name / Title /Telephone #
 
Specimen Signature
     
     
Andrew Reich
  /s/ Andrew Reich
Name
  Signature
     
CFO
   
Title
   
     
310-385-1961
   
Telephone #/Cell phone#
   
     
     
Timothy A. O’Leary
  /s/ Timothy A. O’Leary
Name
  Signature
     
COO
   
Title
   
     
212-644-2414
 

Telephone #/Cell phone #
 
     
     
     
Name   Signature
     
     
Title    
     
     
Telephone #/Cell phone #
   


EXHIBIT A-2
Certificate as to SELLERS’ Authorized Signatures

The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of GP SELLER and LP SELLER and are authorized jointly to initiate and approve transactions of all types for the Escrow Account established under this Escrow Agreement, on behalf of the GP SELLER and LP SELLER.  The below listed persons (must list at least two individuals) have also been designated Call Back Authorized Individuals and will be notified by Citibank N.A. upon the release of Escrow Amount from the Escrow Account unless an original “Standing or Predefined Instruction” letter is on file with the Escrow Agent.

Name / Title /Telephone #
 
Specimen Signature
     
     
Robert Cervoni
  /s/ Robert Cervoni
Name
  Signature
     
President and Treasurer
   
Title
   
     
(917) 971-8151
   
Telephone #/Cell phone#
   
     
     
Chris Mahler   /s/ Chris Mahler
Name
  Signature
     
Vice President and Secretary
   
Title
   
     
(516) 902-8120
 

Telephone #/Cell phone #
 
     
     
     
Name   Signature
     
     
Title    
     
     
Telephone #/Cell phone #
   


EXHIBIT B

 ESCROW AGENT FEE SCHEDULE
Citibank, N.A., Escrow Agent

Acceptance Fee

To cover the acceptance of the Escrow Agency appointment, the study of the Agreement, and supporting documents submitted in connection with the execution and delivery thereof, and communication with the parties:

Fee:  WAIVED

Administration Fee

The annual administration fee covers maintenance of the Escrow Account including safekeeping of assets in the escrow account, normal administrative functions of the Escrow Agent, including maintenance of the Escrow Agent’s records, follow-up of the Escrow Agreement’s provisions, and any other safekeeping duties required by the Escrow Agent under the terms of the Agreement. Fee is based on Escrow Amount being deposited in a non-interest bearing deposit account, FDIC insured to the applicable limits.

Fee: WAIVED (Conditional upon the Escrow Amount held in a non-interest bearing deposit account, FDIC insured to the applicable limits.)

Tax Preparation Fee

To cover preparation and mailing of Forms 1099-INT, if applicable for the escrow parties for each calendar year:

Fee:  WAIVED

Transaction Fees

To oversee all required disbursements or release of property from the escrow account to any escrow party, including cash disbursements made via check and/or wire transfer, fees associated with postage and overnight delivery charges incurred by the Escrow Agent as required under the terms and conditions of the Agreement:

Fee:  WAIVED

Other Fees

Material amendments to the Escrow Agreement: additional fee(s), if any, to be discussed at time of amendment.


ANNEX A

CUSTOMER IDENTIFICATION PROGRAM NOTICE

Important information about procedures for opening a new Account


Important information about opening a new account at Citi Private Bank:


To help the United States Government fight terrorism and money laundering, Federal law requires financial institutions to obtain, verify, and record information that identifies each individual, business or entity that opens an account or establishes a relationship. What this means for you:

For individuals — when you open an account or establish a relationship, we will ask for your:

• name,
• date of birth,
• residential street address, and
• identification number, such as a social security number, taxpayer identification number, national identification number or passport number.

For businesses and other entities, such as corporations, trusts, etc. — when you open an account or establish a relationship, we will ask for your:

• official name,
• principal place of business or local business street address, and
• taxpayer identification number or other registration number.

For individuals, we may also ask to see (and retain a copy of) your driver’s license, passport or other identifying documents that will help us identify you. For businesses or entities, we may also ask for a copy of your formation documents or other related documentation. If we have difficulty verifying an accountholder’s identity, we may not be able to open an account or establish a relationship, or we may have to block or close the account.

Thank you for your cooperation.


Exhibit 99.3


Siebert Financial Corp. to Acquire Weeden Prime Services, LLC

  • Acquisition of Weeden Prime will add prime brokerage business line to Siebert as well as expand product offerings to retail customer base
  • Weeden Prime will significantly increase Siebert’s revenue and will add substantial assets under management, two branch offices and 25 employees

NEW YORK--(BUSINESS WIRE)--October 1, 2019--Siebert Financial Corp. (NASDAQ:SIEB) (“Siebert”), a provider of financial services, today announced it has entered into a binding agreement to purchase Weeden Prime Services, LLC (“Weeden Prime”), a leading prime brokerage services provider. Upon closing, which is subject to regulatory and customary closing conditions, Weeden Prime will be a wholly-owned subsidiary of Siebert.

Founded in 2009, Weeden Prime is a full-service prime broker focused on providing services to institutional customers in clearing, hedge funds and family offices. Weeden Prime’s platform offers clients a scalable solution for prime brokerage, capital raising solutions, automated separately managed account infrastructure, exceptional client service and access to top-tier custody and clearing partners.

Weeden Prime offers a comprehensive global platform that includes dynamic proprietary risk management and analytics technology (“Armor”), institutional equity, outsourced trading, automated allocation technology and sophisticated portfolio reporting. These tools allow clients to effectively manage their complex trade and allocation needs.

Gloria E. Gebbia, controlling shareholder and board member of Siebert, said, “We are very pleased to reach the agreement to acquire Weeden Prime. The Weeden Prime team has built an excellent platform that offers turnkey solutions to a wide variety of investment managers. The acquisition of Weeden Prime presents a tremendous opportunity to enter into a business line that is complementary to our existing business. In addition to the company’s distinguished operations, Weeden Prime brings a very capable management team with over 25 years of experience. We are very excited to welcome the President of Weeden Prime, Andrew Formato, and his team to the Siebert family.”

Andrew Reich, CFO of Siebert, commented on the transaction saying, “The acquisition of Weeden Prime will significantly contribute to our annual revenue, and the combined strengths of the two organizations will drive future revenue synergies and substantial cost savings. We look forward to capitalizing on the opportunities within Weeden Prime to achieve the next level of growth for our shareholders.”

Andrew Formato said, “We are eager to join the Siebert family and to drive the synergies of the combined entity. We are entering into an exciting era for Siebert and Weeden Prime.”

Notice to Investors

This communication is provided for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any securities in the United States or elsewhere.

About Siebert Financial Corp.

Siebert Financial Corp. is a holding company that conducts its retail discount brokerage business through its wholly-owned subsidiary, Muriel Siebert & Co., Inc., which became a member of the New York Stock Exchange (“NYSE”) in 1967 when Ms. Siebert became the first woman to own a seat on the NYSE and the first to head one of its member firms. The company conducts its investment advisory business through its wholly-owned subsidiary, Siebert AdvisorNXT, Inc., a registered investment advisor, and its insurance business through its wholly-owned subsidiary, Park Wilshire Companies Inc., a licensed insurance agency. Siebert’s fourth wholly-owned subsidiary, KCA Technologies, LLC, is a developer of robo-advisory technology. Siebert is headquartered in New York City with 13 offices throughout the continental U.S. Siebert is under common control with StockCross Financial Services, Inc. More information is available at www.siebertnet.com.

About Weeden Prime Services, LLC

Weeden Prime is a technology-powered prime brokerage business focused on providing institutional quality services to hedge funds and family offices. With a focus on capital raising and cutting-edge technology, Weeden Prime has successfully created an ideal platform which clients can leverage in seeking to grow their businesses. Weeden Prime offers a comprehensive global platform that includes dynamic proprietary risk management and analytics technology (“Armor”), institutional equity, outsourced trading, automated allocation technology and sophisticated portfolio reporting. More information is available at www.weedenprime.com.

Cautionary Note Regarding Forward-Looking Statements

The statements contained in this press release that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.

The forward-looking statements contained herein speak only as of the date on which the statements were made. We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

Contacts

Siebert Financial Corp.
120 Wall Street
New York, NY 10005

Investor Relations:
Siebert Financial Corp.
John T. Gebbia
(310) 432-2196