GAMCO INVESTORS, INC. ET AL (Form: 8-K, Received: 08/16/2016 10:10:13)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2016 (August 15, 2016)

GAMCO INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other

jurisdiction of incorporation)

1-14761

(Commission File Number)

13-4007862

(IRS Employer

Identification No.)

One Corporate Center, Rye, NY

(Address of principal executive offices)

10580

(Zip Code)

Registrant's telephone number, including area code

(914) 921-3700

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 (17 CFR 230.425)

[ ]		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

On August 15, 2016, GAMCO Investors, Inc. (the "Company") issued and sold a $110,000,000 principal amount convertible promissory note due 2021 (the "Note") to Cascade Investment, L.L.C. ("Cascade"), pursuant to a Note Purchase Agreement (the "Purchase Agreement"). The Note bears interest at a rate of 4.5% per annum and is convertible into shares of the Company's Class A Common Stock at an initial conversion price of $55.00 per share. The Note is initially convertible into 2,000,000 shares of the Company's Class A Common Stock, subject to adjustment pursuant to the terms of the Note. The Company is required to repurchase the Note at the request of the holder on specified dates and after certain circumstances involving a Fundamental Change (as defined in the Note). A copy of the Note is attached hereto as Exhibit 4.1 and is incorporated by reference herein. The Purchase Agreement includes customary representations, warranties and covenants. A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

In connection with the issuance and sale of the Note, the Company granted Cascade certain demand registration rights and piggyback registration rights with respect to the shares of Class A Common Stock issuable upon conversion of the Note, pursuant to a Registration Rights Agreement, dated as of August 15, 2016, between the Company and Cascade. A copy of the Registration Rights Agreement is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

GGCP, Inc. ("GGCP"), an affiliate of the Company, has deposited cash equal to the principal amount of the Note and six months of interest into an escrow account established pursuant to an Escrow Agreement by and among GGCP, the Company, Cascade and JP Morgan Chase Bank, National Association, as Escrow Agent (the "Escrow Agreement"). The Escrow Agreement provides for the release to GGCP of a pro rata portion of the escrowed funds upon conversion of the Note, based upon the principal amount of the Note that is converted into Class A Common Stock. Cascade has the right to claim the escrowed funds upon a payment default by the Company under the Note. A copy of the Escrow Agreement is attached hereto as Exhibit 10.3 and is incorporated by reference herein.

In connection with the deposit by GGCP of funds pursuant to the Escrow Agreement, the Company entered into an Irrevocable Standby Letter of Credit (the "Letter of Credit") in favor of GGCP. The stated amount of the Letter of Credit will initially be equal to the Escrow Deposit (as defined in the Escrow Agreement). If and to the extent that GGCP is required to make additional deposits of funds pursuant to the Escrow Agreement and/or funds are released to GGCP pursuant to the terms of the Escrow Agreement, the stated amount of the Letter of Credit will be adjusted accordingly. Pursuant to the terms of the Letter of Credit, if a payment notice is delivered by Cascade pursuant to the Escrow Agreement, GGCP may make a demand for payment under the Letter of Credit in an amount equal to the amount paid to Cascade pursuant to the Escrow Agreement. A copy of the Letter of Credit is attached hereto as Exhibit 4.2 and is incorporated by reference herein.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Note and the Letter of Credit is incorporated herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company issued and sold the Note to Cascade in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on the exemptions from registration based in part on representations made by Cascade in the Purchase Agreement. To the extent that any shares of the Company's Class A Common Stock are issued upon conversion of the Note, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with the conversion of the Note and any resulting issuance of shares of Class A Common Stock.

Item 7.01.

Regulation FD Disclosure.

On August 16, 2016, the Company issued a press release with respect to the above referenced transaction, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the accompanying Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information and exhibit shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

4.1		Convertible Promissory Note, dated as of August 15, 2016.
4.2		Irrevocable Standby Letter of Credit, dated as of August 15, 2016.
10.1		Note Purchase Agreement, dated as of August 15, 2016.
10.2		Registration Rights Agreement, dated as of August 15, 2016.
10.3		Escrow Agreement, dated as of August 15, 2016.
99.1		Press Release, dated August 16, 2016.

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.

GAMCO Investors, Inc.

By: /s/ Kevin A. Handwerker

Executive Vice President, General Counsel and Secretary

Date: August 16, 2016

4.1		Convertible Promissory Note, dated as of August 15, 2016.
4.2		Irrevocable Standby Letter of Credit, dated as of August 15, 2016.
10.1		Note Purchase Agreement, dated as of August 15, 2016.
10.2		Registration Rights Agreement, dated as of August 15, 2016.
10.3		Escrow Agreement, dated as of August 15, 2016.
99.1		Press Release, dated August 16, 2016.

Exhibit 4.1

NEITHER THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) NOR THE SHARES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND EXCEPT FOR ANY TRANSFERS SPECIFICALLY AUTHORIZED UNDER THE TERMS OF THIS NOTE, NEITHER THIS NOTE NOR SUCH SHARES MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT REGISTRATION THEREOF UNDER THE 1933 ACT OR COMPLIANCE WITH RULE 144 OR RULE 144A PROMULGATED UNDER THE 1933 ACT, OR UNLESS GAMCO INVESTORS, INC. HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO GAMCO INVESTORS, INC., THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IS ALSO SUBJECT TO RESTRICTIONS UNDER THE TERMS HEREOF.

CONVERTIBLE PROMISSORY NOTE

$110,000,000.00		Dated: August 15, 2016
		Rye, New York

FOR VALUE RECEIVED, the undersigned, GAMCO INVESTORS, INC., a Delaware corporation (“ GAMCO ”), promises to pay to the order of CASCADE INVESTMENT, L.L.C., a Washington limited liability company (“ Investor ”), or its permitted registered assigns or at such other place or places as the Holder (as defined below) may designate in writing, on August 15, 2021 (the “ Stated Maturity ”), the principal sum of ONE HUNDRED AND TEN MILLION and NO/100 DOLLARS ($110,000,000) minus the principal amount converted, redeemed or sold pursuant to the Put Option, the Change of Control Put Option or the Fundamental Change Put Option (as each such term is defined below) (such amount, as of any determination date, the “ Unpaid Principal Amount ”) on or before the Stated Maturity, and to pay interest thereon from and including August 15, 2016 (the “ Issue Date ”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually on February 15 and August 15 in each year, commencing February 15, 2017, and at Maturity (each, an “ Interest Payment Date ”) at the rate of 4.5% per annum until the principal hereof is paid or made available for payment; provided, however , that (i) upon the occurrence and during the continuance of an Event of Default (as defined below), this Note and (ii) any principal and any such installment of interest which is overdue, in each case shall bear interest at the rate of 10% per annum (or, if less, the maximum interest rate permitted by the laws of New York or any other applicable jurisdiction). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the day immediately prior to such Interest Payment Date (whether or not a Business Day). Payment of the principal of and interest on this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. If any payment date under this Note is not a Business Day, such payment will be due on the next Business Day.

Any payments in respect of this Note shall first be applied to Enforcement Costs (as defined below), then to interest and then to principal. If it is ever determined that any rate of interest payable in respect of this Note exceeds the maximum rate (if any) prescribed by applicable law, then any portion of interest payments representing any amounts in excess of said maximum shall be applied as provided in the preceding sentence.

As used herein, “ Maturity ” means the date on which the principal of this Note becomes due and payable as provided herein, whether at its Stated Maturity, by declaration of acceleration or otherwise, “ Holder ” means, at any time, the person in whose name this Note is registered in the Note Register (as defined below) and “ Business Day ” means any day other than a Saturday, a Sunday or any other day on which banking institutions in the Borough of Manhattan, The City of New York are authorized or required by law or executive order to be closed.

This Note was issued by GAMCO pursuant to that certain Note Purchase Agreement, dated as of August 15, 2016 (the “ Purchase Agreement ”), among GAMCO, Investor and the Gabelli Stockholders. Capitalized terms not otherwise defined in this Note shall have the meaning set forth in the Purchase Agreement, which definitions are incorporated herein.

No Redemption or Prepayment Prior to February 15, 2019

GAMCO agrees and acknowledges that the conversion feature of this Note during the term of the Note is a valuable right and that the Holder would not have purchased this Note without assurances that the Note would not be called or prepaid by GAMCO. Accordingly, GAMCO acknowledges and agrees that prior to February 15, 2019 it shall not be entitled to and will not, without the consent of the Holder, make any prepayments of principal on this Note other than pursuant to an acceleration of this Note or Forced Conversion (as hereinafter defined), in each case as provided below. GAMCO may redeem this Note, either in whole or in part, provided than such part (unless such part is the balance of the Note then remaining) is of an Unpaid Principal Amount equal to or greater than $55,000,000 on any date on or after February 15, 2019 (the “ Redemption Date ”) if (i) at least 30 days’ prior to the Redemption Date, GAMCO delivers to Holder a written notice stating that it intends to effect such a redemption and specifying the Redemption Date and the portion to be redeemed, (ii) on the Redemption Date, GAMCO delivers to Holder a certificate, dated the Redemption Date, duly executed and delivered by the chief executive officer of GAMCO certifying that, to the best of his knowledge after reasonable investigation, neither he nor GAMCO is then in possession of any non-public information concerning GAMCO, any of its subsidiaries or any of their businesses or operations which could reasonably be expected to have a material positive effect on the market price (or, if no such market price exists, the fair market value) of the Common Stock or other consideration issuable upon conversion of the Note (iii) on the Redemption Date, GAMCO pays to Holder by wire transfer of immediately available funds cash in an amount equal to (A) 101% of the portion of the Unpaid Principal Amount to be so redeemed plus (B) all accrued but unpaid interest thereon to but excluding the Redemption Date with respect to the portion of this Note being redeemed (the delivery of such notice and certificate and the making of such payment are referred to herein collectively as the “ Required Actions ”), and (iv) delivers to the Holder a certificate representing the portion of this Note that is not so redeemed. If the market price of the Common Stock could not reasonably be expected to exceed the then current Conversion Price

after disclosure of any non-public information concerning GAMCO, any of its subsidiaries or any of their businesses of operations, then such non-public information shall be conclusive presumed not to have a material positive effect for purposes of the immediately preceding sentence. If the Redemption Date is with respect to the entire Note then outstanding, this Note will be fully discharged and cease to have any further legal force or effect if and when GAMCO has fully performed all of the Required Actions on the Redemption Date, and the Holder agrees to return this Note to GAMCO promptly following such full performance.

Events of Default

“ Event of Default ”, wherever used with respect to this Note, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority):

(a)

Payment Default . GAMCO shall fail to pay or cause to be paid all or any portion of the principal of or interest on this Note when it becomes due and payable, and, in the event of failure to pay interest on the Note, such failure continues for 10 days and time for payment has not been extended or deferred by the Holder; or

(b)

Escrow Agreement Default . The Escrow Agent shall fail to honor a request for disbursement of the funds under the Escrow Agreement to Investor, or GAMCO shall breach its obligations with respect to the Escrow Agreement in Section 4.3 of the Purchase Agreement, and such failure continues for 5 days and time for payment has not been extended or deferred by the Holder; or

(c)

Put Option Default . GAMCO shall fail to pay or cause to be paid all or any portion of the Put Consideration when it becomes due and payable, and such failure continues for 5 days and time for payment has not been extended or deferred by the Holder; or

(d)

Change of Control Put Option or Fundamental Change Put Option Default . GAMCO shall fail to pay or cause to be paid all or any portion of the Change of Control Put Consideration or the Fundamental Change Put Consideration when it becomes due and payable; or

(e)

Breach of Representation or Warranty . Any representation or warranty made by GAMCO in the Purchase Agreement shall prove to have been untrue or misleading when made in any respect that is material and adverse to the value of the Holder’s investment in the Note or the Conversion Shares; provided, however , that this shall constitute an Event of Default only if Investor or one of its Affiliates (as defined below) is the Holder and if the Holder accelerates this Note as provided below during the period in which any such representation and warranty survives as provided in the Purchase Agreement; or

(f)

Breach of Other Covenants or Failure of any Condition . GAMCO shall fail to perform, keep or observe any agreement or covenant contained in this Note or the Purchase Agreement that is not covered by clauses (a) through (e) above, and any

such failure shall remain unremedied for thirty (30) days after written notice thereof shall have been given to GAMCO by the Holder; provided, however , that if any such failure is not susceptible to cure within 30 days and GAMCO commences to cure such failure within said 30-day period, then no Event of Default shall be deemed to have occurred if GAMCO diligently prosecutes said cure thereafter to completion and cures said failure by the sixtieth (60th) day after the date of said notice; or

(g)

Cross Defaults (Payment and Other) . GAMCO or any of its Subsidiaries that are at the time significant subsidiaries of GAMCO within the meaning of Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (the “ SEC ”) as of the date of this Note (each, a “ Significant Subsidiary ”) shall be in default under indebtedness for borrowed money with an aggregate principal amount of twenty five million dollars ($25,000,000) or more to any person or persons and such default (i) shall constitute a failure to make any payment of or with respect to such indebtedness or (ii) permits the holder thereof to accelerate the payment of such indebtedness or otherwise causes such indebtedness to become due and payable prior to its stated maturity. Notwithstanding the foregoing, there shall not be an Event of Default under this clause (g) until expiration of, without cure, any period for cure contained in any other agreement regarding such indebtedness; or

(h)

Judgments . A final judgment or final order (not covered by insurance, treating deductibles, self-insurance and retentions as not so covered) for the payment of money in excess of twenty-five million dollars ($25,000,000) in the aggregate for all such judgments and orders is entered by a court or courts of competent jurisdiction against GAMCO or any of its Significant Subsidiaries and shall not be paid or discharged, and there shall be a period of 60 consecutive days after the final judgment or order that causes such aggregate amount to exceed twenty-five million dollars ($25,000,000) during which a stay of enforcement of such final judgment or order is not in effect; or

(i)

Involuntary Bankruptcy Events . The entry by a court having jurisdiction in the premises of a decree or order (A) for relief in respect of GAMCO or any of its Significant Subsidiaries (each, a “ Subject Entity ”) in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or (B) adjudging any Subject Entity bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of any Subject Entity under any applicable Federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of any Subject Entity or of any substantial part of any property of any Subject Entity, or ordering the winding up or liquidation of the affairs of any Subject Entity, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(j)

Voluntary Bankruptcy Events . Any Subject Entity commences a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by any Subject Entity to the entry of a decree or order for relief in respect of it in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by any Subject Entity of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state law, or the consent by any Subject Entity to the filing of such a petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Subject Entity or of any substantial part of such Subject Entity’s property, or the making by any Subject Entity of an assignment for the benefit of creditors, or the admission by any Subject Entity in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by any Subject Entity in furtherance of any such action.

If an Event of Default (other than an Event of Default specified in clause (i) or (j) above with respect to GAMCO) occurs and is continuing, the Holder may declare (A) the Unpaid Principal Amount of this Note and (B) all accrued and unpaid interest hereon to be immediately due and payable. If an Event of Default specified in clause (i) or (j) above occurs with respect to GAMCO, the Unpaid Principal Amount of the Note and all accrued and unpaid interest hereon shall automatically become and be immediately due and payable without any declaration or other act on the part of the Holder or any other Person.

“ Affiliate ” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

Conversion Rights

The Holder shall have the right to convert this Note as provided in Exhibit A hereto, which Exhibit shall be incorporated by reference herein.

If the Closing Price (as hereinafter defined) of the Common Stock is at least 125%, 150%, 175% or 200%, as the case may be, of the Conversion Price (as hereinafter defined) on each Trading Day (as hereinafter defined) during any period of 20 consecutive Trading Days (each, a “ Qualified Trading Period ”) occurring within any six month period beginning on the first Exercise Date (as hereinafter defined) or any six month anniversary thereof (each, a “ Six Month Period ”), then on any date on or after the tenth Business Day following the last trading day of any such Qualified Trading Period during such Six Month Period (each a “ Conversion Date ”) GAMCO may convert any portion of the Unpaid Principal Amount which, together with

the aggregate principal amount of this Note that has been converted by the Holder on or prior to such Conversion Date or by GAMCO pursuant to this provision with respect to such Six Month Period, does not exceed the Maximum Conversion Amount (as defined below) with respect to such Six Month Period, into fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest full share of Common Stock) at the Conversion Price in effect on the applicable Conversion Date by delivering written notice to that effect to the Holder on or prior to such Conversion Date; provided, however , that notwithstanding the foregoing to the extent that any prior conversions by the Holder prevented GAMCO from converting the full Maximum Conversion Amount with respect to any Six Month Period and GAMCO caused the conversion of all of the Unpaid Principal Amount that it was permitted to convert with respect to such Six Month Period, then to such extent such prior conversions by the Holder shall not be taken into account in calculating the Unpaid Principal Amount that GAMCO is entitled to convert in any subsequent Six Month Period pursuant to the foregoing provisions and provided further that GAMCO shall delay the Conversion Date for a commercially reasonable period of time to the extent such delay is necessary for any required approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and provided that Holder shall use its best efforts to obtain such approvals. After any conversion pursuant to the foregoing, the Holder shall have the right and option (the “ Share Put Option ”), but not the obligation, exercisable by delivering a written notice (the “ Share Put Notice ”) to GAMCO no later than the tenth day after the Conversion Date, to cause GAMCO to purchase up to 50% of the Conversion Shares issued in such conversion (the “ Forced Conversion Shares ”) for a purchase price per share in cash equal to the average of the Closing Prices for the five Trading Days immediately following the date on which the Share Put Notice is delivered to GAMCO (the “ Share Put Consideration ”). The closing of any Share Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the later of the ninth Trading Day immediately following the date on which the Share Put Notice is delivered to GAMCO or the first day on which all regulatory approvals and requirements applicable to such closing shall have been obtained or satisfied, or at such other time and place upon which the Holder and GAMCO shall agree. At such closing, GAMCO shall pay the Share Put Consideration to the Holder in cash by wire transfer of immediately available funds against the delivery to GAMCO of a certificate representing the Forced Conversion Shares with respect to which the Share Put Option has been exercised, duly endorsed to GAMCO or in blank, and concurrently with such delivery GAMCO shall, or shall cause the applicable transfer agent for such shares to, duly execute and deliver to the Holder a new share certificate representing the number of Forced Conversion Shares with respect to which the Share Put Option has not been exercised.

The “ Maximum Conversion Amount ” means, with respect to any Six Month Period, (i) $27.5 million, if the Closing Price during each of the 20 consecutive Trading Days during the first Qualified Trading Period in such Six Month Period with respect to which GAMCO has effected a conversion pursuant to the foregoing provisions (the “ Qualified Trading Price ”) is at least 125% but less than 150% of the Conversion Price, (ii) $55 million, if the Qualified Trading Price is at least 150% but less than 175% of the Conversion Price, (iii) $82.5 million, if the Qualified Trading Price is at least 175% but less than 200% of the Conversion Price, or (iv) $110 million, if the Qualified Trading Price is at least 200% of the Conversion Price.

Except as otherwise provided above, any conversion pursuant to the foregoing clauses (each, a “ Forced Conversion ”) shall be made in accordance with the provisions of Exhibit A . If GAMCO effects a Forced Conversion, then on such Conversion Date the Holder shall surrender the Note at the principal executive offices of GAMCO (which, if GAMCO shall so require, shall be duly endorsed to GAMCO or in blank, or be accompanied by proper instruments of transfer to GAMCO or in blank), accompanied by irrevocable written notice to GAMCO specifying the name or names (with address or addresses) in which a certificate or certificates evidencing the full number of shares of Common Stock issuable upon such conversion are to be issued (or appropriate instructions for the delivery of such shares through the Depository Trust Company if unrestricted shares are then deliverable hereunder) and GAMCO shall deliver such certificate or certificates registered in the name(s) and in the denominations (or deliver such shares through the Depository Trust Company as) set forth in such instructions, together with a cash adjustment in respect of any fraction of a share of Common Stock and, if less than all of the Unpaid Principal Amount is being converted, a new Note of like tenor with an Unpaid Principal Amount equal to the portion not being converted. Any such conversion shall be deemed to have been made as of the applicable Conversion Date, and the person or persons entitled to receive the Common Stock deliverable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Stock on such date, provided that (i) if GAMCO has called any portion of this Note for redemption with a Redemption Date falling during the period from the thirtieth Business Day preceding any Interest Payment Day until (and including) such Interest Payment Date, the Holder of such portion of this Note converted with a Conversion Date falling during the thirty Business Days preceding such Redemption Date shall be entitled to receive the interest payable with respect to such portion on such Interest Payment Date notwithstanding such conversion, (ii) the Holder of any Note converted at GAMCO’s election during the thirty Business Day period preceding the Stated Maturity of the Notes shall be entitled to receive the interest payable on at Stated Maturity notwithstanding such conversion, and (iii) the Holder of any Note converted at the Holder’s election during the five Business Days preceding the Stated Maturity Date of the Note shall be entitled to receive the interest payable on the Stated Maturity Date notwithstanding such conversion.

Put Option

The Holder shall have the right and option, but not the obligation, to cause GAMCO to purchase all or any portion of the Unpaid Principal Amount of this Note (the “ Put Option ”) on August 15 of each year from, and including, August 15, 2017 to, and including August 15, 2020 (each such date, or the next Business Day if such date is not a Business Day, the “ Exercise Date ”) for a purchase price in cash (the “ Put Consideration ”) equal to 100% of the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Exercise Date. The Put Consideration shall be payable to the Holder by wire transfer of immediately available funds on the Exercise Date against the delivery to GAMCO of this Note duly endorsed to it or in blank; provided, however , that if only a portion of the principal amount of this Note is being purchased, then concurrently with such delivery GAMCO shall duly execute and deliver to the Holder a new Note of the same tenor as this Note but with a principal amount equal to the principal amount of this Note not being purchased. In order to exercise the Put Option, the Holder must deliver a written notice of its election to exercise to GAMCO at least 30 days prior to the Exercise Date. The closing of any exercise of the Put Option will be

held at 10:00 A.M. at the principal executive offices of the Holder on the applicable Exercise Date, or at such other time and place upon which the Holder and GAMCO shall agree.

Change of Control Put Option

If a Change of Control or a Key Executive Change occurs at any time, the Holder shall have the right and option, but not the obligation, to cause GAMCO to purchase on the Change of Control Exercise Date (as defined below) all or any portion of the Unpaid Principal Amount of this Note (the “ Change of Control Put Option ”) for a purchase price in cash (the “ Change of Control Put Consideration ”) equal to 101% of the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Change of Control Exercise Date. The Change of Control Put Consideration shall be payable to the Holder by wire transfer of immediately available funds on the Change of Control Exercise Date against the delivery to GAMCO of this Note duly endorsed to it or in blank; provided, however , that if only a portion of the principal amount of this Note is being purchased, then concurrently with such delivery GAMCO shall duly execute and deliver to the Holder a new Note of the same tenor as this Note but with a principal amount equal to the principal amount of this Note not being purchased. GAMCO shall give the Holder prompt written notice if a Change of Control or a Key Executive Change occurs (a “ Notice ”). In order to exercise the Change of Control Put Option with respect to any Change of Control or Key Executive Change, the Holder must deliver a written notice of its election to exercise to GAMCO within 30 days after it has received the Notice relating thereto and the closing of any exercise of the Change of Control Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the 30 th day after GAMCO receives such written notice in the case of a Change of Control, the 90 th day after GAMCO receives such written notice in the case of a Key Executive Change, or at such other time and place upon which the Holder and GAMCO shall agree (the “ Change of Control Exercise Date ”).

“ Change of Control ” means the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more related transactions, of all or substantially all of the properties and assets of GAMCO and its Subsidiaries, taken as a whole, to any Person or group (as such term is defined for purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) or any successor rule), (ii) the adoption of a plan relating to the liquidation or dissolution of GAMCO, (iii) the consummation of any transaction or other event (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than Mario J. Gabelli and the Gabelli Entities (considered as a single Person solely for this purpose), becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the 1934 Act), directly or indirectly, of more than 40% of the total voting power of all the then outstanding shares of Voting Stock of GAMCO or any Person with which GAMCO consolidates or into which GAMCO merges, and more of the total voting power of all such shares than is beneficially owned at such time by Mario J. Gabelli and the Gabelli Entities (considered as a single Person solely for this purpose), or (iv) the first day on which a majority of the members of the Board of Directors of GAMCO are not Continuing Directors.

“ Continuing Directors ” means, as of any date of determination, any member of the Board of Directors of GAMCO who (i) was a member of such Board of Directors on the

Issue Date or (ii) was nominated for election or elected to such Board of Directors with the approval, recommendation or endorsement of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“ Key Executive Change ” shall be deemed to have occurred at any time that (for any reason) Mario J. Gabelli ceases to provide the predominant executive leadership to GAMCO and its Subsidiaries, taken as a whole.

Fundamental Change Put Option

If a Fundamental Change occurs prior to February 15, 2019, then the Holder shall have the right and option, but not the obligation, to cause GAMCO to purchase on the Fundamental Change Exercise Date (as defined below) all or any portion of the Unpaid Principal Amount of this Note (the “ Fundamental Change Option ”) for a purchase price in cash (the “ Fundamental Change Put Consideration ”) equal to the Fundamental Change Value (as defined below) of the principal amount of this Note to be purchased plus accrued and unpaid interest thereon to but excluding the Fundamental Change Exercise Date. The Fundamental Change Put Consideration shall be payable to the Holder by wire transfer of immediately available funds on the Fundamental Change Exercise Date against the delivery to GAMCO of this Note duly endorsed to it or in blank; provided, however, that if only a portion of the principal amount of this Note is being purchased, then concurrently with such delivery GAMCO shall duly execute and deliver to the Holder a new Note of the same tenor as this Note but with a principal amount equal to the principal amount of this Note not being purchased. GAMCO shall give the Holder prompt written notice if a Fundamental Change occurs (a “ Fundamental Change Notice ”). In order to exercise the Fundamental Change Put Option with respect to any Fundamental Change, the Holder must deliver a written notice of its election to exercise to GAMCO within 30 days after it has received the Fundamental Change Notice relating thereto and the closing of any exercise of such Fundamental Change Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the 30th day after GAMCO receives such written notice, or at such other time and place upon which the Holder and GAMCO shall agree (the “ Fundamental Change Exercise Date ”). If the Holder does not exercise the Fundamental Change Put Option, this Note shall remain outstanding as adjusted pursuant to the provisions of Section 6 of Exhibit A to this Note.

“ Fundamental Change ” means the occurrence of any of the following: (i) any of the events described in clauses (i), (ii) or (iii) of the definition of Change of Control, (ii) any recapitalization, reclassification or other transaction in which all or substantially all of the Common Stock is converted into, or exchanged for cash, securities or other property or (iii) any merger or consolidation of GAMCO with or into any other Person or other than any such merger or consolidation (a) pursuant to which the holders of 50% or more of the total voting power of all of the shares of capital stock of GAMCO entitled to vote generally in elections of directors immediately prior to such transaction have the right to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction, (b) that does not result in a reclassification, conversion, exchange or cancellation of the Common Stock, (c) which is effected solely to change our jurisdiction of incorporation and results in a reclassification, conversion or exchange of the Common Stock solely into shares of

common stock of the surviving entity, or (d) in which more of the 90% or more of the consideration payable for the Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such transaction consists of shares of common stock or American Depositary Receipts in respect of shares of common stock that are listed and publicly traded on any of The New York Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or any of their respective successors) or that will be so traded or quoted immediately following the transaction and as a result of such transaction or transactions this Note will become convertible into cash and/or such shares of such common stock or such American Depositary Receipts pursuant to Section 8 of Exhibit A to this Note.

“ Fundamental Change Value ” means, with respect to any principal amount of this Note, the fair market value of such principal amount, as determined by the Independent Expert (as defined below) appointed for such purpose, using one or more valuation methods that the Independent Expert in its best professional judgment determines to be the most appropriate, assuming such principal amount is to be sold in an arm’s length transaction where there is no compulsion on the part of any party to buy or sell and taking into account all relevant factors, including without limitation the option value of such principal amount.

“ Independent Expert ” means a nationally recognized investment banking firm mutually agreed by the Holder and GAMCO which does not have any material financial interest or other material economic relationship with either party or any of their Affiliates. If the parties cannot agree on an Independent Expert, each of them shall choose a Person otherwise qualified to be an Independent Expert and the Persons so selected will promptly select the Independent Expert.

Information Obligations

GAMCO will deliver to the Holder (without duplication):

(a)

as soon as available and in any event within 90 days after the end of each fiscal year of GAMCO, a consolidated balance sheet of GAMCO and its Subsidiaries as of the end of such fiscal year and the related statements of operations and cash flow for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, and accompanied by a report thereon of an independent public accountant of nationally recognized standing;

(b)

as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of GAMCO, a consolidated balance sheet of GAMCO and its Subsidiaries as of the end of such quarter and the related statements of operations and cash flow for such quarter and for the portion of GAMCO’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of GAMCO’s previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, consistency and, except for the absence of footnotes, generally accepted accounting principles by the chief financial officer or the chief accounting officer of GAMCO;

(c)

promptly upon the furnishing thereof to the security holders of GAMCO or any of its Subsidiaries generally, copies of all financial statements, reports, proxy statements and any other information or reports so furnished;

(d)

promptly after they are so filed, or furnished, all documents filed with, or furnished to the SEC by GAMCO pursuant to the 1933 Act and the 1934 Act (other than Schedules 13D and 13G, Forms 13F and Forms 3, 4 and 5); and

(e)

within five days after any officer of GAMCO obtains knowledge of any Event of Default or any event which, with notice or lapse of time or both, would constitute an Event of Default (a “ Default ”), if such Event of Default or Default is then continuing, a certificate of the chief financial officer or the chief accounting officer of GAMCO setting forth the details thereof and the action which GAMCO is taking or proposes to take with respect thereto.

Notwithstanding the foregoing, if GAMCO is then subject to the reporting requirements under Section 13 or 15(d) of the 1934 Act or any successor statute, (i) the delivery to the Holder of GAMCO’s Annual Report on Form 10-K or any successor form for the relevant fiscal year within the time periods provided for in clause (a) shall satisfy the requirements of such clause, (ii) the delivery to the Holder of GAMCO’s Quarterly Report on Form 10-Q or any successor form for the relevant fiscal quarter within the time periods provided for in clause (b) shall satisfy the requirements of such clause, and (iii) the filing with the SEC of any of the documents required by clauses (a) – (d) above shall be deemed to satisfy the delivery requirements with respect to such documents under such clauses.

Consolidation, Merger and Sale of Assets

GAMCO will not consolidate or merge with or into (whether or not GAMCO is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of GAMCO and its Subsidiaries taken as a whole in one or more related transactions, to any other Person unless:

(a)

the Person formed by or surviving any such consolidation or merger (if other than GAMCO) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the “ Successor Company ”) is a corporation, partnership, limited liability company or other similar business entity organized and validly existing under the laws of the United States, any state thereof or the District of Columbia;

(b)

the Successor Company assumes all the obligations of GAMCO under the Notes and the Purchase Agreement pursuant an agreement in form and substance reasonably satisfactory to the Holder; and

(c)

immediately after such transaction no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default exists.

Upon any consolidation of GAMCO with, or merger of GAMCO into, any other Person or any transfer, conveyance, sale, lease or other disposition of all or substantially all of the properties and assets of GAMCO and its Subsidiaries taken as a whole in one or more related transactions in accordance with this paragraph, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, GAMCO under this Note and the Purchase Agreement with the same effect as if such Successor Company had been named as GAMCO herein, and thereafter, except in the case of a lease, GAMCO shall be relieved of all obligations and covenants under this Note and the Purchase Agreement.

Transfer, Hedging and Related Provisions

Until such time when the Common Stock first trades at a price per share on the New York Stock Exchange (or any other exchange on which GAMCO is then listed) that is greater than the Conversion Price, the Holder may not, directly or indirectly, (i) engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO under the 1934 Act) of the Common Stock or (ii) enter into any Hedging Agreement (as defined below); provided that this paragraph shall not apply to any third party investment manager that has been retained by (x) the Holder, (y) the ultimate beneficial owner of the Holder (the “ Owner ”), or (z) a foundation or foundation trust established by the Owner (collectively, persons described in clauses (x), (y) and (z) the “ Engaging Parties ”) so long as such investment manager is not acting at the request or direction of the Engaging Parties to engage in conduct that would otherwise be prohibited under this paragraph and is not given oversight of the Holder’s investment in this Note. Notwithstanding the foregoing, the Holder may transfer this Note, in whole but not in part, upon providing prior written notice to GAMCO, together with an executed irrevocable Mutual Release Notice pursuant to the Escrow Agreement. The Holder acknowledges and agrees that, upon providing such notice, in the case of a transfer of this Note other than to an Affiliate of the Holder or a charitable foundation established by the beneficial owner of the Investor, the escrow provided for pursuant to the terms of the Escrow Agreement shall terminate. GAMCO shall keep at its principal office a register (the “ Register ”) in which shall be entered the name and address of the registered holder of this Note and particulars of this Note and of all permitted transfers of this Note. Upon surrender for registration of a permitted transfer of this Note to GAMCO, GAMCO shall execute and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any denominations of $1,000,000 and multiples thereof and like aggregate principal amount. Notwithstanding the foregoing, GAMCO shall not be required to register the transfer of or exchange this Note unless it has been duly endorsed. All Notes issued upon any registration of transfer or exchange of this Note shall be the valid obligations of GAMCO, evidencing the same debt, and entitled to the same benefits, as this Note.

No service charge shall be made for any registration of transfer or exchange of this Note, but GAMCO may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Prior to due presentment of this Note for registration of a permitted transfer, GAMCO and its agents may treat the Person in whose name it is registered as the owner of this Note for all purposes whatsoever, whether or not it is overdue and neither GAMCO nor any of its agents shall be affected by notice to the contrary.

“ Hedging Agreement ” means any swap, forward, option or other derivative transaction that hedges the Holder’s direct economic exposure to the Common Stock; provided, however, that, for the avoidance of doubt, in no event shall any transaction (i) providing for the direct transfer of Common Stock purchased by the Holder on the open market or received by the Holder upon conversion of this Note, (ii) involving any broad-based index or basket of which the Common Stock comprises not more than 10%, or (iii) that does not, directly or indirectly, reference the Common Stock be deemed a “Hedging Agreement” hereunder.

Replacement of Note

If this Note has been mutilated and is surrendered to GAMCO, GAMCO shall execute and deliver in exchange a new Note of the same principal amount and bearing a number not then outstanding. If the Holder shall deliver to GAMCO (i) evidence reasonably satisfactory to GAMCO that this Note has been destroyed, lost or stolen and (ii) such security or indemnity as may be required by GAMCO to hold it and its agents harmless, then, in the absence of notice that this Note has been acquired by a bona fide purchaser, GAMCO shall execute and deliver, in lieu of this Note, a new Note of a like principal amount and bearing a number not then outstanding. The provisions of this paragraph are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Miscellaneous

GAMCO waives presentment for payment, demand, notice of nonpayment, notice of protest and protest of this Note, and all notices in connection with the delivery, acceptance, or dishonor of this Note.

The Holder shall not by any act or omission be deemed to waive any of its rights or remedies under this Note or the Purchase Agreement unless such waiver shall be in writing and signed by the Holder, and then only to the extent specifically set forth therein.

No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

This Note may not be amended other than with the written consent of the Holder and GAMCO.

Upon demand therefor, GAMCO agrees to pay to the Holder all costs and fees arising out of enforcing this Note, whether incurred in any court action, arbitration, or mediation, on appeal, in any bankruptcy (or state receivership or other insolvency or similar proceedings or circumstances), in any forfeiture, and for any post-judgment collection services (collectively, “ Enforcement Costs ”).

If this Note will at any time become subject to the Trust Indenture Act of 1939, GAMCO will make appropriate revisions hereto and will enter into an indenture with an appropriate trustee so as to comply fully with such act.

This Note shall be governed by and construed under the laws of the State of New York. GAMCO and the Holder each irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to the jurisdiction of the courts located in the State of New York. GAMCO and the Holder each further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Note.

IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has duly executed and delivered this Note as of the date first written above.

GAMCO INVESTORS, INC .,

a Delaware corporation

By:	/s/ K evi n A. Handwerker
	Kevin A. Handwerker
	Its:	Executive Vice President, General Counsel and Secretary

Exhibit A

Conversion Rights

1. Right of Conversion . At the option of the Holder, this Note or any portion of the principal amount hereof which is $1,000,000 or an integral multiple thereof, may be converted at the principal amount hereof, or such portion hereof, into fully paid and nonassessable shares of the Common Stock (calculated as to each conversion to the nearest 1/100 of a share of Common Stock) at the Conversion Price (as hereinafter defined) in effect at the time of conversion, or into such additional or other securities, cash or property and at such other rates as required in accordance with the provisions set forth herein. Such conversion right shall expire at the close of business on the Business Day immediately preceding the Stated Maturity. If this Note is redeemed in full in accordance with its terms, then such conversion right shall expire at the close of business on the applicable Redemption Date unless GAMCO fails to take any of the Required Actions on or prior to such Redemption Date.

2. Conversion Procedures . In order to exercise the conversion right, the Holder shall surrender this Note at the principal executive offices of GAMCO (which, if GAMCO shall so require, shall be duly endorsed to GAMCO or in blank, or be accompanied by proper instruments of transfer to GAMCO or in blank), accompanied by irrevocable written notice to GAMCO to the effect that the Holder elects so to convert this Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted (which notice shall specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock to be issued upon such conversion are to be issued (or provide appropriate instructions for the delivery of such shares through the Depository Trust Company if unrestricted shares are then deliverable hereunder)). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the Note on account of any interest accrued on this Note or on account of any dividends accrued on the shares of Common Stock issued upon such conversion.

GAMCO shall, as soon as practicable after the surrender of this Note at the office referred to above and compliance with the other conditions herein contained, deliver at such office, to the person or persons entitled thereto (as specified in the applicable written notice of conversion), a certificate or certificates evidencing the number of full shares of Common Stock to which such person or persons shall be entitled as aforesaid (or deliver such shares through the Depository Trust Company), together with a cash adjustment in respect of any fraction of a share of Common Stock as hereinafter provided. Such conversion shall be deemed to have been made as of the date of such surrender of this Note (or, if later, the date of compliance with such other conditions), and the person or persons entitled to receive the Common Stock deliverable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Stock on such date.

If this Note is to be converted in part only, upon such conversion GAMCO shall execute deliver to the Holder, at the expense of GAMCO, a new Note or Notes of like tenor in denominations of $1,000,000 and any integral multiple thereof and with an aggregate principal amount equal to the unconverted portion of the principal amount of this Note.

3. No Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of this Note. Instead of any fractional share of Common Stock that would otherwise be issuable to the Holder upon conversion of this Note (or any specified portion hereof), GAMCO shall pay a cash adjustment in respect of such fractional share in any amount equal to the same fraction of the Closing Price (as hereinafter defined) on the day of conversion.

4. Reservation of Shares; Etc . GAMCO shall at all times reserve and keep available, free from preemptive rights out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of this Note, the full number of shares of Common Stock that would then be deliverable upon the conversion of all of the principal amount of this Note and any other outstanding Notes. The shares of Common Stock issuable upon the conversion of this Note have not been registered under the Act, will (if this Note bears a restrictive legend at such time) carry a legend substantially the same as the legend set forth on this Note and will be subject to the terms of the Registration Rights Agreement, dated as of August 15, 2016, between the initial Holder and GAMCO, and the Purchase Agreement.

If any shares of Common Stock required to be reserved for purposes of conversion of this Note require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued or freely transferred upon conversion, GAMCO will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other U.S. national securities exchange, GAMCO will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of this Note and any other outstanding Notes. Notwithstanding the foregoing, the reference to free transferability in the first sentence of this paragraph and the reference to listing in the second sentence of this paragraph shall apply only when this Note shall have become freely transferable under the federal securities laws.

5. Prior Notice of Certain Events . If GAMCO shall authorize any transaction that would require an adjustment to the Conversion Price (other than a transaction referred to in clauses (a) or (c) of Section 6 below) or there shall be a voluntary or involuntary dissolution, liquidation or winding up of GAMCO, then GAMCO shall notify the Holder, at least 20 days (or, in the case of a transaction referred to in clauses (b), (d) or (e) of Section 6 below, 10 days) prior to the applicable record, expiration or consummation date hereinafter specified, a notice stating (i) the record date fixed for the determination of holders of Common Stock entitled to the applicable issuance, dividend or distribution or (ii) the date of expiration of the applicable tender or exchange offer, as the case may be.

6. Adjustment of Conversion Price .

(a) In case GAMCO shall pay or make a dividend or other distribution on any class of Capital Stock of GAMCO payable in Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the

denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination.

(b) In case GAMCO shall issue rights or warrants to all or substantially all holders of its Common Stock entitling them, for a period of not more than 60 days, to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price (as hereinafter defined) on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Conversion Price in effect at the opening of business on the day following the date fixed for termination of such subscription or purchase period shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock actually purchased upon exercise of such rights or warrants would have purchased at such Current Market Price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock actually purchased upon exercise of such rights or warrants, such reduction to become effective immediately after the opening of business on the day following the date fixed for such termination.

(c) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(d) In case GAMCO shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock evidences of indebtedness, shares of capital stock of any class or series, other securities, cash or assets (other than Stapled Securities (as hereinafter defined), Common Stock, rights or warrants referred to in clause (b) of this Section 6, a dividend or distribution payable exclusively in cash or a Spin Off (as defined below)), the Conversion Price in effect immediately prior to the close of business on the date fixed for the payment of such distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the Current Market Price on the date fixed for such payment less the then fair market value (as determined in good faith by the Board of Directors of GAMCO (the “ Board of Directors ”), whose good faith determination shall be conclusive and described in a resolution of the Board of Directors) (as to any securities or other property, the " Fair Market Value ") of the portion of such evidences of indebtedness, shares of capital stock, other securities, cash and assets distributed per share of Common Stock and the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for such payment. In case GAMCO shall, by dividend or otherwise, distribute to all or substantially all holders of Common Stock shares of any capital stock of, or other equity interest in, any Subsidiary or other business unit of GAMCO

and, immediately after such distribution, such capital stock or other equity interest is registered under the 1934 Act and listed and publicly traded on a national securities exchange registered under Section 6 of the 1934 Act (each, a “ Spin-Off ”), then the Conversion Price in effect immediately prior to the close of business on the tenth day of such trading immediately following and including the effective date of the Spin Off (the “ Tenth Trading Day ”) shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be (i) the average of the Closing Prices of the Common Stock on the first ten days of such public trading immediately following and including such effective date (the “ Ten Trading Days ”) less (ii) the average of the Closing Prices of the amount of such capital stock or other equity interests distributed per share of Common Stock on such exchange during the Ten Trading Days (the “ Average Spin Off Price ”) and the denominator shall be the average of the Closing Prices calculated pursuant to the preceding clause (i), such reduction to become effective immediately after the close of business on the Tenth Trading Day.

(e) In case GAMCO shall, by dividend or otherwise, make a distribution to all or substantially all holders of its Common Stock payable exclusively in cash in any twelve month period (excluding any distributions declared prior to the date of this Note) which, in the aggregate, together with any per share of Common Stock donation made by GAMCO during such twelve month period pursuant to a GAMCO shareholder designated charitable contribution program then in effect, if any (or the average amount per all Shares of Common Stock, to the extent that such distribution is made on less than all the Shares outstanding at such time), exceed $0.50 per share of Common Stock (the “ Twelve Month Dividend Threshold ” and the amount of such excess per share of Common Stock, the “ Excess Amount ”), the Conversion Price in effect immediately prior to the close of business on the date fixed for such payment shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the Current Market Price on the date fixed for such payment less the Excess Amount and the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for such payment; provided, however , that notwithstanding the foregoing whenever the Conversion Price is adjusted pursuant to this Section 6, other than with respect to this paragraph (e), the Twelve Month Dividend Threshold shall be proportionally adjusted in the same manner.

(f) In case GAMCO or any of its Subsidiaries shall consummate a tender or exchange offer for all or any portion of the Common Stock, the Conversion Price in effect immediately prior to the close of business on the date of expiration of such tender or exchange offer shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the Current Market Price on such date of expiration less the Per Share Premium Amount (as hereinafter defined) paid in such tender or exchange offer and the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following such date of expiration.

(g) For the purposes of determining adjustments to the Conversion Price as set forth herein, shares of Common Stock held in the treasury of GAMCO, and distributions or issuances in respect thereof shall be disregarded.

(h) Upon consummation of the issuance by GAMCO or any of its Subsidiaries after the Issue Date and prior to the first Exercise Date of debt securities that are convertible at

the option of the holder thereof into, or exercisable for, Common Stock, with a conversion price that is lower or an interest rate that is higher than this Note (the “ New Debt Securities ”, and the consummation of any issuance thereof, the “ New Debt Securities Issuance ”), the Conversion Price shall be automatically reduced to the conversion price of the New Debt Securities Issuance and/or the interest rate on this Note shall be automatically increased to that of the New Debt Securities Issuance without any further action on the part of either GAMCO or the Holder. Promptly following any such New Debt Securities Issuance, GAMCO shall provide notice of the New Debt Securities Issuance and of any adjustments to the conversion price and/or interest rate made to this Note pursuant to this Section 6(h). Notwithstanding anything to the contrary contained herein, this paragraph (h) shall not be applicable to: (i) any issuances or grants of equity securities (including preferred stock), (ii) the exercise or conversion of any options, warrants or convertible securities in existence as of the date hereof, (iii) the issuance of debt securities, either directly or indirectly, in connection with any acquisition, strategic business combination or investment by GAMCO or any of its subsidiaries in any party which is not prior to such transaction an Affiliate of GAMCO or any of its subsidiaries (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iv) any issuance of any mandatorily convertible security (utilizing a forward purchase contract, unit structure or otherwise) or any other debt security that is not convertible into or exercisable for Common Stock at the option of the holder thereof, or (v) any event that would otherwise result in an adjustment to the Conversion Price pursuant to this Section 6. This paragraph (h) shall terminate and be of no further force and effect on the first Exercise Date.

(i) In case GAMCO shall, by dividend or otherwise, make a distribution referred to in paragraph (d) or (e) above, the Holder converting this Note (or any portion of the principal amount hereof) subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution shall also be entitled to receive, for each share of Common Stock into which this Note (or portion of the principal amount being converted), the portion of the evidences of indebtedness, shares of capital stock, other securities, cash and assets so distributed applicable to one share of Common Stock; provided, however , that, at the election of GAMCO (whose election shall be evidenced by a resolution of the Board of Directors) with respect to all holders so converting, GAMCO may, in lieu of distributing to such holder any portion or all of such evidences of indebtedness, shares of capital stock, other securities, cash and assets to which such holder is entitled as set forth above, (i) pay such holder an amount in cash equal to the Fair Market Value thereof or (ii) distribute to such holder a due bill therefor, provided that such due bill (A) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (B) requires payment or delivery of such evidences of indebtedness, shares of capital stock, other securities, cash or assets no later than the date of payment thereof to holders of shares of Common Stock receiving such distribution.

(j) GAMCO may make such reductions in the Conversion Price, in addition to those required by the foregoing paragraphs, as it considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. In addition, GAMCO from time to time may reduce the Conversion Price by any amount for any period of time if the period is at least twenty Business Days, the

reduction is irrevocable during the period, and the Board of Directors of GAMCO shall have made a determination that such reduction would be in the best interest of GAMCO, which determination shall be conclusive. Whenever the Conversion Price is reduced pursuant to the preceding sentence, GAMCO shall provide written notice to the Holder of this Note and the holders of any other outstanding Notes of the reduction at least fifteen days prior to the date the reduced Conversion Price takes effect, and such notice shall state the reduced Conversion Price and the period it will be in effect.

(k) GAMCO may not engage in any transaction if, as a result thereof, the Conversion Price would be reduced to below the par value per share of the Common Stock.

(l) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price; provided, however , that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment and all deferred adjustments shall be made upon cumulating to 1% or upon the occurrence of any Conversion Date.

(m) Whenever the Conversion Price is adjusted as herein provided, GAMCO shall compute the adjusted Conversion Price and shall prepare a certificate signed by the Treasurer of GAMCO setting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall be given by GAMCO to the Holder of this Note and the holders of any other outstanding Notes.

7. Stapled Securities .

(a) Prior to a Separation Event (as hereinafter defined) with respect to any Stapled Securities, such Stapled Securities will be deemed, for purposes of the adjustments contemplated hereby, to comprise part of the shares of Common Stock to which such Stapled Securities appertain, and as a result, distributions in respect of such Stapled Securities will be deemed, for such purposes, to be distributions in respect of such shares.

(b) If the Holder converts this Note (or any portion of the principal amount hereof) after a Separation Event with respect to any Stapled Securities, it shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion, the same rights to which the Holder would have been entitled under the Stapled Securities that would have appertained to such shares of Common Stock if the Holder had effected such conversion before such Separation Event.

8. Consolidations, Mergers or Sales of Assets . In the event of any consolidation of GAMCO with, or merger of GAMCO into, any other Person, any merger of another Person into GAMCO (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Common Stock) or any sale or transfer of all or substantially all of the assets GAMCO, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, if other than GAMCO, shall enter into a written agreement with the Holder, in form and substance reasonably acceptable to the Holder, providing that the Holder shall have the right thereafter, during the

period in which this Note shall be convertible, to convert this Note (or portion of the principal amount hereof) only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which this Note (or portion thereof) might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming the Holder (i) is not a Person with which GAMCO consolidated or into which GAMCO merged or which merged into GAMCO or to which such sale or transfer was made, as the case may be, (a “ Constituent Person ”) or an Affiliate of a Constituent Person and (ii) failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer; provided, however , that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by Persons other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (each, a “ Non-Electing Share ”), then for purposes of this Section 8 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares. Such written agreement shall provide for adjustments which, for events subsequent to the effective date of such agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Exhibit A . The provisions of this Section 8 shall similarly apply to successive consolidations, mergers, sales or transfers. If the conversion rights of the Holder of this Note shall be adjusted pursuant to this Section 8, then GAMCO shall cause to be given to the Holder and any other holders of outstanding Notes, within 5 days after consummation of the transaction triggering such adjustment, a notice describing such adjustment in appropriate detail.

9. Taxes and Tax Reporting Obligations .

(a) GAMCO shall pay any and all stock transfer, documentary stamp and other taxes that may be payable in respect of any issuance or delivery of shares of Common Stock or other securities issued or delivered on conversion of this Note. GAMCO shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock or other securities in a name other than to the Holder, and shall not be required to make any such issuance or delivery unless and until the person otherwise entitled to such issuance or delivery has paid to GAMCO the amount of any such tax or has established, to the satisfaction of GAMCO, that such tax has been paid or is not payable.

(b) GAMCO shall timely comply with its reporting and any other obligations under sections 305(c) and 6045B of the Code and the U.S. Treasury Regulations promulgated thereunder (or any successor or analogous provisions) that apply to or in respect of this Note or the Common Stock or other securities issued or delivered on conversion of this Note. Unless otherwise required by law or agreed between GAMCO and the Holder, GAMCO shall treat any deemed distribution to Holder under section 305(c) resulting from an adjustment to the Conversion Rate as the distribution of a right to acquire stock of GAMCO and shall report the amount of any such deemed distribution in accordance therewith (provided that to the extent GAMCO believes it is required by law to adopt a different reporting method, it shall first provide notice of such belief to the Investor and discuss in good faith the appropriate method).

10. Certain Definitions . The following definitions shall apply to terms used in this Exhibit A:

“ Closing Price ” of any common stock on any day means the last reported per share sale price, regular way, of the common stock on such day, or, in case no such sale takes place on such day, the average of the reported closing per share bid and asked prices, regular way, of the common stock on such day, in each case on the New York Stock Exchange or, if the common stock is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange or quotation system on which the common stock is listed or admitted to trading or quoted, or, if the common stock is not listed or admitted to trading or quoted on any national securities exchange or quotation system, the average of the closing per share bid and asked prices of the common stock on such day in the over-the-counter market as reported by a generally accepted national quotation service or, if not so available in such manner, as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors of GAMCO for that purpose or, if not so available in such manner, as otherwise determined in good faith by the Board of Directors (whose good faith determination shall be conclusive and described in a resolution of the Board of Directors).

“ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

“ Common Stock ” shall mean the Class A Common Stock, par value $0.001 per share, of GAMCO or, subject to Section 8, any shares of any class or classes resulting from any reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of GAMCO and which are not subject to redemption by GAMCO; provided, however , that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from such reclassification bears to the total number of shares of all such classes resulting from all such reclassifications.

“ Conversion Price ” initially means $55.00, subject to adjustment from time to time as set forth herein.

“ Current Market Price ” on any date in question means, with respect to any adjustment in conversion rights as set forth herein, the average of the daily Closing Prices for the Common Stock for the five consecutive Trading Days ending on such date; provided, however , that (i) if any other transaction occurs requiring a prior adjustment to the Conversion Price and the Ex Date for such other transaction falls after the first of such five consecutive Trading Days, the Closing Price for each such Trading Day falling prior to the Ex Date for such other transaction shall be adjusted by multiplying such Closing Price by the same fraction by which the Conversion Price is so required to be adjusted as a result of such other transaction and (ii) if any other transaction occurs requiring a subsequent adjustment to the Conversion Price and the Ex Date for such other transaction falls on or before the last of such five consecutive Trading Days, the Closing Price for each such Trading Day falling on or after the Ex Date for such other transaction shall be adjusted by dividing such Closing Price by the same fraction by which the Conversion Price is so required to be adjusted as a result of such other transaction.

“ Ex Date ” means (i) when used with respect to any dividend, distribution or issuance, the first date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price is obtained without the right to receive such dividend, distribution or issuance, (ii) when used with respect to any subdivision or combination of shares of Common Stock, the first date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective, (iii) when used with respect to any tender or exchange offer, the first date on which the Common Stock trades regular way on such exchange or in such market after such tender or exchange offer expires and (iv) when used with respect to any other transaction, the date of consummation of such transaction.

“ Per Share Premium Amount ” means, with respect to any tender or exchange offer, (i) the Premium Amount paid as part of such tender or exchange offer divided by (ii) the Post-Tender Offer Number of Common Shares.

“ Post-Tender Offer Number of Common Shares ” means, with respect to any tender or exchange offer, the number of shares of Common Stock outstanding at the close of business on the date of expiration of such tender or exchange offer (before giving effect to the acquisition of shares of Common Stock pursuant thereto) minus the number of shares of Common Stock acquired pursuant thereto.

“ Premium Amount ” means, with respect to any tender or exchange offer, (i) the Tender Consideration paid in such tender or exchange offer minus (ii) the product of the Current Market Price on the date of expiration of such tender or exchange offer and the number of shares of Common Stock acquired pursuant to such tender or exchange offer.

“ Separation Event ” has the meaning set forth in the definition of the term “Stapled Securities” below.

“ Stapled Securities ” means securities issued under any plan or agreement providing in substance that, until such securities are redeemed or the rights thereunder are otherwise terminated or a specified event occurs (a “ Separation Event ”), (i) a specified number of such securities will appertain to each share of Common Stock then issued or to be issued in the future (including shares issued upon conversion of this Note) and (ii) each such security will be evidenced or represented by the certificate representing the share of Common Stock to which it appertains and will automatically trade with such share.

“ Tender Consideration ” means, with respect to any tender or exchange offer, the aggregate of the cash plus the fair market value (as determined in good faith by the Board of Directors, whose good faith determination shall be conclusive and described in a resolution of the Board of Directors) of all non-cash consideration paid in respect of such tender or exchange offer.

“ Trading Day ” means a day on which securities are traded on the national securities exchange or quotation system or in the over-the-counter market used to determine Closing Prices for the Common Stock.

Exhibit 4.2

Irrevocable Standby Letter of Credit Agreement No. 1

August 15, 2016

This Irrevocable Standby Letter of Credit (the " Letter of Credit ") is hereby issued by GAMCO Investors, Inc., a Delaware corporation (" GAMCO "), in favor of GGCP, Inc., a Wyoming corporation (hereinafter called " you " or the " Beneficiary "), in connection with that certain Escrow Agreement, dated as of August 15, 2016 (the “ Escrow Agreement ”), among GAMCO, you, Cascade Investment, L.L.C., a Washington limited liability company (" Buyer "), and JPMorgan Chase Bank, National Association, as escrow agent, for the amount indicated on Schedule I hereto (the " Stated Amount ").

The Stated Amount shall initially be equal to the Escrow Deposit (as defined in the Escrow Agreement). If and to the extent that Beneficiary is required to make and does make an Additional Deposit pursuant to Section 3 of the Escrow Agreement, the Stated Amount shall be increased by an amount equal to such Additional Deposit and an endorsement will be made by GAMCO and you on Schedule I hereto to reflect such increase. In addition, if and to the extent that any funds are released to Beneficiary pursuant to Section 4(d) of the Escrow Agreement, the Stated Amount shall be decreased by an amount equal to such released funds and an endorsement will be made by GAMCO and you on Schedule I hereto to reflect such decrease.

If a Payment Notice is delivered by Buyer pursuant to Section 4(a) of the Escrow Agreement (a " Demand Event "), Beneficiary may make a demand for payment hereunder in an amount equal to the Unpaid Amount (as defined in the Escrow Agreement) set forth in such Payment Notice and paid to Buyer pursuant to Section 4(d) of the Escrow Agreement, by presentation of the following documents in the manner set forth below:

(a)

a Demand for Payment Notice, in the form of Schedule II hereto, completed and signed by the Beneficiary; and

(b)

this Letter of Credit, which in the event of a partial drawing, will be returned to you following the notation by GAMCO and you on Schedule I hereto of the amount of such partial drawing.

Demands for payment hereunder will be duly honored if received by GAMCO on a Business Day (as defined below) at or before 3:00 p.m., New York time, by physical or overnight delivery at One Corporate Center, Rye, New York 10580, Attention: General Counsel, or by facsimile at (914) 921-5392 (or such other office or facsimile number which may be designated by GAMCO in a written notice delivered to you). Payment under this Letter of Credit shall be made in immediately available funds by wire transfer to such account as may be designated by Beneficiary in a Demand for Payment Notice. " Business Day " means any day other than a Saturday, a Sunday or any other day on which banking institutions in the Borough of Manhattan, The City of New York are authorized or required by law or executive order to close.

This Letter of Credit is effective immediately and will expire upon payment in full of the Stated Amount (the " Expiration Date "). Upon the Expiration Date, GAMCO shall be fully discharged of its obligations to you hereunder.

GAMCO agrees to reimburse you upon request for all out-of-pocket expenses, including without limitation reasonable attorney's fees and expenses, incurred by you in connection with this Letter of Credit.

This Letter of Credit sets forth in full terms of our undertaking and such undertaking shall not in any way be modified or amended by reference to any document or instrument referred to herein or in which this Letter of Credit is referred to or to which this Letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document or instrument.

This Letter of Credit shall be governed by and construed under the laws of the State of New York.

Yours faithfully,

GAMCO INVESTORS, INC.

By:	/s/ Kevin A. Handwerker
Name: Kevin A. Handwerker
Title: Executive Vice President, General Counsel and Secretary

Schedule I

Schedule of Increases and Decreases in Stated Amount

Date		Amount of Increase in Stated Amount		Amount of Decrease in Stated Amount		Principal Amount of Letter of Credit		Signature of Authorized Representative of GAMCO		Signature of Authorized Representative of Beneficiary
August 15, 2016		N/A		N/A		$112,475,000

I-1

Schedule II

Demand for Payment Notice

GAMCO Investors, Inc.

One Corporate Center

Rye, New York, 10580

Re:

Irrevocable Standby Letter of Credit Agreement No. 1 ("Letter of Credit")

The undersigned Beneficiary demands payment of USD$________________AND __/100 DOLLARS (US$_________.__ ) under the Letter of Credit.

Payment should be made to the account and pursuant to the wire transfer instructions set forth below:

[ insert wire instructions ]

This demand is made as of the date hereof.

Yours faithfully,

GGCP, Inc.

By:
Name:
Title:

II-1

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (the " Agreement ") is made as of August 15, 2016, by and among Cascade Investment, L.L.C., a Washington limited liability company (" Buyer "), GAMCO Investors, Inc., a Delaware corporation (" Seller "), Mario J. Gabelli (" Gabelli ") and GGCP, Inc., a Wyoming corporation (" GGCP " and collectively with Gabelli, the " Gabelli Stockholders ").

1. Seller desires to sell to Buyer and Buyer desires to purchase from Seller the convertible promissory note (the " Note ") in the form attached as Exhibit A hereto;

2. The Note is convertible into shares of Class A Common Stock, par value $0.001 per share (such shares and any other securities issued or distributed with respect to, or in exchange for, such shares pursuant to any reclassification, merger or other transaction, the " Class A Common Stock "), of the Seller on the terms and conditions set forth in the Note;

3. The Gabelli Stockholders beneficially own, directly or indirectly, 4,425,055 shares of Class A Common Stock, par value $0.001 per share (“ Class A Common Stock ”) of the Seller, and 18,827,036 shares of Class B Common Stock, par value $0.001 per share (" Class B Common Stock "), of the Seller, representing in the aggregate approximately 95.6% of the combined voting power of the outstanding Capital Stock (as hereinafter defined) of the Seller; and

4. As a condition to its agreement to purchase the Note, Buyer has required, and in consideration for the benefits to the Seller from such purchase the Gabelli Stockholders have agreed to grant to Buyer, certain rights with respect to the Conversion Shares (as hereinafter defined).

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	Purchase and Sale .

1.1 Purchase and Sale . At the Closing, as defined in Section 1.3 below, Buyer shall purchase from Seller, and Seller shall issue and sell to Buyer, the Note, Buyer and Seller. shall

enter into the Registration Rights Agreement, dated as of August 15, 2016 in the form of Exhibit B hereto (the "Registration Rights Agreement" ) and Buyer, Seller, GGCP and JPMorgan Chase Bank, National Association shall enter into the Escrow Agreement in the form of Exhibit C hereto (the " Escrow Agreement "). The Note is convertible into shares of Class A Common Stock of the Seller (the " Conversion Shares ") on the terms provided therein.

1.2 Purchase Price . In consideration for the Note, Buyer shall pay to Seller, by wire transfer in immediately available funds, One Hundred and Ten Million U.S. Dollars (U.S. $110,000,000) (the " Consideration ").

1.3 Closing . The closing of the purchase and sale of the Note hereunder (the " Closing ") shall be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036 at 10:00 a.m. on August 15, 2016, or at such other time and place upon which the parties shall agree (the " Closing Date "). The Closing shall be effective upon the receipt by the parties of the agreements, documents, instruments and consideration described in Section 3.

2.	Representations and Warranties .

2.1 Seller's Representations and Warranties . Except as disclosed in Exhibit D hereto, Seller represents and warrants to Buyer as follows:

2.1.1 Organization; Standing and Power . The Seller is a corporation duly organized and validly existing under the laws of the State of New York, has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which it is required to be so qualified by applicable laws. Each of the Seller's Subsidiaries is a corporation or other business entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted, and is duly qualified and in good standing in each jurisdiction in which it is required to be so qualified by applicable laws.

" Subsidiary " means (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Seller or one or more of the other Subsidiaries (or a combination thereof) and (ii) any partnership (A) the sole general partner or the managing general partner of which is the Seller or a Subsidiary or (B) the only general partners of which are the Seller or one or more Subsidiaries (or any combination thereof).

" Capital Stock " means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other

equivalents (however designated) of corporate stock, (iii) in the case of a partnership, partnership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

" Person " means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business).

2.1.2 Capital Structure; Ownership of Shares . The authorized Capital Stock of the Seller consists of 100,000,000 shares of Class A Common Stock, of which approximately 10,554,066 shares are issued and outstanding (the " Class A Share s "), 100,000,000 shares of Class B Common Stock, of which approximately 19,093,311 shares are issued and outstanding (together with the Class A Shares, the " Shares "), and 10,000,000 shares of Preferred Stock, par value $.001 per share, none of which are issued and outstanding. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with applicable federal and state securities laws. The Conversion Shares have been duly authorized and reserved for issuance out of the Seller's authorized and unissued shares of Class A Common Stock and, when issued upon conversion of the Note, will be validly issued, fully paid and nonassessable. Other than as disclosed in the SEC Reports (as defined below), there are no options, warrants, calls, convertible or exchangeable securities or rights, commitments, agreements, contracts, understandings, restrictions, arrangements, or rights of any character to which the Seller or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound to issue, deliver, or sell, or cause to be issued, delivered, or sold, additional shares of the Capital Stock of the Seller or any of its Subsidiaries, or obligating the Seller or any of its Subsidiaries to grant, extend, or enter into any such option, warrant, call, conversion right, commitment, agreement, restriction, or right. There are no outstanding obligations of the Seller or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Capital Stock of the Seller or any of its Subsidiaries. Other than as disclosed in the SEC Reports, there are no voting trusts or other agreements or understandings to which the Seller, any of its Subsidiaries or any of the Gabelli Stockholders is a party with respect to the holding, voting or disposing of Capital Stock of the Seller or any of its Subsidiaries. Except as described in the SEC Reports, neither the Seller nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations or other securities (other than the Shares) that entitle the holders thereof to vote with the stockholders of the Seller or any of its Subsidiaries on any matter or which are convertible into or exercisable for securities having such a right to vote that are not owned by the Seller or another Subsidiary. Delivery of the Conversion Shares to Buyer upon conversion of the Note will vest valid title thereto in Buyer, free and clear of all liens, encumbrances, claims, and limitations of every kind (collectively, " Liens ") other than any attributable to actions or omissions by Buyer or any of its Affiliates.

2.1.3 Subsidiaries . Seller's SEC Reports disclose each of its Subsidiaries required to be described in such SEC Reports. Except as otherwise disclosed in the SEC Reports, all of the issued and outstanding shares of Capital Stock of each Subsidiary have been duly

authorized, are validly issued, fully paid and (except for general partner interests) nonassessable and are owned by the Seller, directly or through Subsidiaries, free and clear of all Liens.

2.1.4 Authority . Seller has all requisite corporate power and authority to enter into this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note and to consummate the transactions contemplated by this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note. The execution and delivery by Seller of this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions on the part of Seller. Each of this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note has been duly executed and delivered by Seller and each of them constitutes a valid and binding obligation of Seller enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, or other similar laws relating to enforcement of creditors' rights generally and (ii) general equitable principles and (iii) with respect to the indemnification provisions of the Registration Rights Agreement, limitations under applicable federal or state securities law.

2.1.5 No Conflict . The execution and delivery of this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note and the consummation of the transactions contemplated by this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note will not violate, conflict with, or constitute a default or breach under, (i) any laws, rules or regulations of any governmental, administrative or regulatory authority (including without limitation stock or commodity exchanges, securities associations and other self-regulatory bodies (collectively, " Self-Regulatory Organizations ")) (collectively, " Governmental Authorities ") that are applicable to the Seller or any of its Subsidiaries (collectively, " Applicable Laws "), (ii) any provisions of the certificate of incorporation or bylaws (or comparable constituent or governing documents) of the Seller or any of its Subsidiaries, or (iii) any material agreement, contract, or instrument to which Seller or any of its Subsidiaries or any of their assets may be bound or of any judgment, order or decree of any Governmental Authority to which Seller may be bound, nor will the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Note by the Seller result in the creation of any Lien upon the Note or the Conversion Shares or any material asset or right of the Seller or any of its Subsidiaries, except, in the case of clause (iii), for such violations, conflicts, defaults or breaches that would not, individually or in the aggregate, have a material adverse effect on (i) the business, operations, affairs, financial condition, assets, property, results of operations or prospects of the Seller and its Subsidiaries, taken as a whole, (ii) the ability of the Seller to perform any of its material obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Note or (iii) the validity or enforceability of this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Note (each, a " Material Adverse Effect "). No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority is required for the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby.

2.1.6 Litigation . Except as disclosed in the SEC Reports, there are no pending or, to the best of Seller's knowledge, threatened legal or governmental actions, proceedings, suits or investigations or any arbitrations or labor disputes (collectively, " Litigation ") to which the Seller or any of its Subsidiaries is a party or by which any material portion of any of their assets, taken as a whole, may be bound, which Litigation, if adversely determined, would have a Material Adverse Effect.

2.1.7 Accuracy of Reports; Financial Statements . All registration statements, reports or other documents required to be filed with, or furnished to, the Securities and Exchange Commission (the " SEC ") by the Seller during the twelve month period preceding the date of this Agreement under the Securities Exchange Act of 1934, as amended (the " 1934 Act ") (to the extent so filed or furnished, collectively the " SEC Reports "), have been duly and timely filed, were in substantial compliance with the requirements of their respective forms when filed, were complete and correct in all material respects as of the dates at which the information was furnished, and contained (as of such dates) no untrue statement of a material fact or omitted to state material fact necessary in order to make the statements made therein in light of the circumstances in which made not misleading. The financial statements of the Seller included in the SEC Reports (the " Financial Statements ") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements have been prepared in accordance with generally accepted accounting principles (" GAAP ") consistently applied and fairly present the consolidated financial position of the Seller and any its Subsidiaries at the dates thereof and the consolidated results of operations and consolidated cash flows of the Seller and its Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that are not material in amount or effect). Except as set forth in the SEC Reports, neither the Seller nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Seller or in the notes thereto, other than (i) liabilities and obligations in the respective amounts reflected or reserved against in the most recent consolidated balance sheet included in the Financial Statements or (ii) other liabilities and obligations incurred in the ordinary course of business since the date of the most recent consolidated balance sheet included in the Financial Statements (the " Balance Sheet Date ") which, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect. Since the Balance Sheet Date there have been no changes in the financial condition, results of operations, business, properties or prospects of the Seller or its Subsidiaries that, individually or in the aggregate, have had, or could be reasonably expected to have, a Material Adverse Effect.

2.1.8 Solvency; No Default . The Seller has sufficient funds, assets and cash flow to pay its debts and other liabilities as they become due, and does not have unreasonably small capital for the conduct of its business as currently conducted and proposed to be conducted in the future. Neither the Seller nor any of its Subsidiaries is in violation of its certificate of incorporation or bylaws (or comparable constituent or governing documents) or is in default (or, with the giving of notice, lapse of time or both, would be in default) under any material loan, agreement or other obligation, except in the case of any material loan agreement or other obligation, for such defaults which, individually or in the aggregate, would not have a Material

Adverse Effect. Each of the Seller and each of its Subsidiaries has complied, and is in compliance, in all material respects with all Applicable Laws and has all material licenses, permits and other authorizations required to conduct its business as currently conducted (" Permits "), except where the failure to have any such Permits would not, individually or in the aggregate, have a Material Adverse Effect. All such Permits are in full force and effect and no proceeding is pending or, to the knowledge of the Seller and its Subsidiaries, threatened to revoke, modify or rescind any such Permit.

2.1.9 Disclosure . No representation or warranty of the Seller contained in this Agreement, the Registration Rights Agreement and the Note or the exhibits attached hereto (when read together and taken as a whole), contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein in light of the circumstances under which they were made not misleading.

2.1.10 Accounting Controls . Each Subsidiary of the Seller that is registered as a broker-dealer has adopted recordkeeping systems that comply with the requirements of Section 17 of the 1934 Act, and the rules thereunder and the rules of all Self-Regulatory Organizations having jurisdiction over such Subsidiary, and maintains its records in accordance therewith. Each of the Seller and its Subsidiaries has devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that (1) all transactions are executed in accordance with management's general or specific authorization, (2) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP, or any other criteria applicable to such statements, (3) access to the property and assets of the Seller and its Subsidiaries is permitted only in accordance with management's general or specific authorization and (4) the recorded amounts for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

2.1.11 Brokerage Fees . Neither the Seller nor any of its Subsidiaries has paid, or is obligated to pay, to any Person any brokerage or finder's fees in connection with the transactions contemplated by this Agreement.

2.1.12 Regulatory Status . Neither the Seller nor any of its Subsidiaries is a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended.

2.2 Gabelli Stockholders' Representations and Warranties . Each Gabelli Stockholder, solely with respect to itself, represents and warrants to the Buyer as follows:

2.2.1 Authority . Each Gabelli Stockholder (other than Gabelli) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and

delivery by each Gabelli Stockholder (other than Gabelli) of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate actions on the part of such Gabelli Stockholder. This Agreement has been duly executed and delivered by each Gabelli Stockholder and constitutes a valid and binding obligation of such Gabelli Stockholder enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, or other similar laws relating to enforcement of creditors' rights generally, and (ii) general equitable principles.

2.2.2 No Conflict . The execution and delivery of this Agreement by each Gabelli Stockholder, and the consummation of the transactions contemplated hereunder will not violate, conflict with, constitute a default or breach under, (i) any laws, rules or regulations of any Governmental Authority that are applicable to such Gabelli Stockholder, (ii) except in the case of Gabelli, any provisions of the certificate of incorporation or bylaws of such Gabelli Stockholder, or (iii) any material agreement, contract, or instrument to which such Gabelli Stockholder may be bound or of any judgment, order or decree of any Governmental Authority to which such Gabelli Stockholder may be bound, nor will the execution, delivery and performance of this Agreement result in the creation of any Lien upon any of the Shares or Conversion Shares, except, in the case of clause (iii), for such violations, conflicts, defaults or breaches that would not, individually or in the aggregate, have a material adverse effect on (i) the ability of the Seller to perform any of its material obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Note or (ii) the validity or enforceability of this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Note. No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority is required for the execution, delivery and performance of this Agreement by any Gabelli Stockholder and the consummation of the transactions contemplated hereby.

2.2.3 Ownership of Securities . Each Gabelli Stockholder is the record and/or beneficial owner, directly or indirectly, of the number of shares of Class B Common Stock and the number of shares of Class A Common Stock set forth on Schedule I to this Agreement. No Gabelli Stockholder is the record or beneficial owner of any other securities of the Seller.

" Beneficial Owner " and " beneficial ownership " shall have the meaning assigned to such terms in Rules 13d-3 and 13d-5 promulgated under the 1934 Act (or any successor rules).

2.3 Buyer's Representations and Warranties . Buyer makes the following representations and warranties.

2.3.1 Investment Purpose . The Buyer is purchasing the Note as principal for its own account for investment only and not with a present view towards the public sale or distribution thereof, other than sales or distributions registered or exempt from registration under the Securities Act of 1933, as amended (the " 1933 Act ").

2.3.2 Accredited Investor Status . The Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D and has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Note.

2.3.3 Reliance on Exemptions . The Buyer understands that the Note is being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Seller is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, covenants, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Note.

2.3.4 Information . The Buyer has been furnished with all materials relating to the business, finances and operations of the Seller and materials relating to the offer and sale of the Note which have been requested by the Buyer. Buyer has been afforded the opportunity to ask questions of the Seller and has received what the Buyer believes to be satisfactory answers to any such inquiries. None of the foregoing or any other due diligence investigation conducted by the Buyer or any of its advisors or representatives shall modify, amend or affect in any respect the Seller's representations and warranties contained in Section 2.1 above or the Buyer's right to rely on them. The Buyer understands that its investment in the Note involves a significant degree of risk.

2.3.5 Governmental Review . The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Note.

2.3.6 Transfer or Resale . The Buyer understands that (i) no public market now exists for the Note and that the Seller has made no assurances that a public market will ever exist for the Note, (ii) the Note has not been and is not being registered under the 1933 Act or any applicable state securities laws, and may not be transferred unless (a) the transfer is registered pursuant to an effective registration statement under the 1933 Act, (b) the transfer qualifies for the exemption afforded by Rule 144A or Rule 144 under the 1933 Act (or a successor rule), (c) the Buyer shall have delivered to the Seller an opinion of counsel (which opinion shall be reasonably satisfactory to the Seller) to the effect that the Note to be sold or transferred may be sold or transferred pursuant to another exemption from such registration or (d) the transfer is pursuant to the Put Option or Change of Control Put Option (as such terms are defined in the Note), and (iii) neither the Seller nor any other person is under any obligation to register such Note under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement).

2.3.7 Legends . The Buyer understands (i) that the Note may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against

transfer of the certificates for such Note) and any other legends required by the laws of any State in which such securities will be issued:

Legend for the Note:

NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE SHARES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND EXCEPT FOR ANY TRANSFERS SPECIFICALLY AUTHORIZED UNDER THE TERMS OF THIS NOTE, NEITHER THIS NOTE NOR SUCH SHARES MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT REGISTRATION THEREOF UNDER THE 1933 ACT OR COMPLIANCE WITH RULE 144 OR RULE 144A PROMULGATED UNDER THE 1933 ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IS ALSO SUBJECT TO RESTRICTIONS UNDER THE TERMS HEREOF.

and, (ii) that upon conversion of any Note bearing the foregoing legend, Conversion Shares will be issued in certificated form and will bear the following legend, unless at least one year (or such lesser period as then permitted under Rule 144 under the 1933 Act, or successor rule thereto) shall have elapsed from the initial issuance date of the Notes, in which case such shares shall be delivered in unrestricted, unlegended form through the facilities of the Depository Trust Company:

Legend for the Conversion Shares:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT REGISTRATION THEREOF UNDER THE 1933 ACT OR COMPLIANCE WITH RULE 144 OR RULE 144A PROMULGATED UNDER THE 1933 ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

The legends set forth above (other than the last sentence of the legend in clause (i)) shall be removed and the Seller (x) in the case of a Note, shall issue a certificate without such legend to the holder of any certificate upon which it is stamped or (y), in the case of Conversion Shares, shall arrange for such shares to be held in unrestricted, unlegended form through the facilities of the Depository Trust Company if, unless otherwise required by applicable state securities laws, (a) such security is sold pursuant to an effective registration statement filed under the 1933 Act, (b) such holder provides the Seller with an opinion of counsel, satisfactory to the Seller, to the effect that a public sale or transfer of such security may be made without registration under the

1933 Act and such sale or transfer is effected or (c) such holder provides the Seller with reasonable assurances that all of the securities represented by such certificate can then be sold pursuant to Rule 144 under the 1933 Act (or successor rule thereto). The Buyer agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. If any Conversion Shares are delivered in certificated, restricted form, promptly (and no later than three Business Days) following the first anniversary of the initial issuance of the Note, the Seller shall arrange for such shares to be held in unrestricted, unlegended form through the facilities of the Depository Trust Company.

2.3.8 Authorization; Enforcement . The Buyer represents and warrants to the Seller that (i) the Buyer has all requisite limited liability company power and authority and has taken all requisite limited liability company action to execute and deliver this Agreement, the Registration Rights Agreement and the Escrow Agreement, to purchase the Note to be purchased by it and to carry out and perform all of its obligations under this Agreement, the Registration Rights Agreement and the Escrow Agreement, and (ii) each of this Agreement, the Registration Rights Agreement and the Escrow Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors' rights generally and by equitable principles generally and (2) to the extent that indemnification provisions in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

2.3.9 Brokerage Fees . The Buyer has not paid, nor is obligated to pay, to any Person any brokerage or finder's fees in connection with the transactions contemplated by this Agreement.

3.	Deliveries at Closing .

3.1 Deliveries by Buyer at the Closing . At the Closing, Buyer shall deliver the following items to Seller (and in the case of Section 3.1.2 and Section 3.1.4, to the Gabelli Stockholders):

3.1.1 The Consideration, by wire transfer in immediately available funds;

3.1.2 An executed copy of this Agreement;

3.1.3 An executed copy of the Registration Rights Agreement; and

3.1.4 A copy of the Escrow Agreement duly executed by Buyer.

3.2 Deliveries by Seller at the Closing . At the Closing, Seller shall deliver the following items to Buyer (and in the case of Section 3.2.2 and Section 3.2.5, to the Gabelli Stockholders):

3.2.1 The executed Note;

3.2.2 An executed copy of this Agreement;

3.2.3 An executed copy of the Registration Rights Agreement;

3.2.4 An opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as special counsel to the Seller, dated as of the Closing Date, in substantially the form of Exhibit E hereto;

3.2.5 A copy of the Escrow Agreement duly executed by Seller and the Escrow Agent.

3.3 Deliveries by the Gabelli Stockholders at the Closing . At the Closing, the Gabelli Stockholders shall deliver the following items to Buyer (and, in the case of Section 3.3.1, to the Seller):

3.3.1 An executed copy of the Agreement;

3.3.2 An executed copy of the Escrow Agreement; and

3.3.3 An opinion of Long Reimer Winegar Beppler LLP, as special counsel to GGCP, Inc., dated as of the Closing Date, in substantially the form of Exhibit F hereto.

4.1 Reservation of Shares . Seller shall at all times have authorized and reserved for the purpose of issuance pursuant to the conversion of the Note the total number of shares of Class A Common Stock into which the Note may then be converted (as such number may be adjusted from time to time pursuant to the terms of the Note) (the " Maximum Number "). If at any time the number of shares of Class A Common Stock authorized and reserved for issuance pursuant to the conversion of the Note is for any reason below the Maximum Number, the Seller and the Gabelli Stockholders will promptly take or cause to be taken all corporate action necessary to authorize and so reserve a number of such shares equal to the Maximum Number, including without limitation calling a special meeting of shareholders to authorize additional shares to meet the Seller's and the Gabelli Stockholders' obligations hereunder, and using their

reasonable best efforts to obtain shareholder approval of such an increase in the authorized number of shares.

4.2 NYSE Listing . Seller shall promptly secure the listing of all the Conversion Shares issued upon conversion of the Note upon the New York Stock Exchange, Inc. or such other national securities exchange, automated inter-dealer quotation system or over-the-counter market upon which shares of Class A Common Stock are then listed, and shall maintain, so long as any other shares of Class A Common Stock shall be so listed, such listing of such shares of Class A Common Stock.

4.3.1 If (i) the Buyer elects to exercise any of the Put Option, the Change of Control Put Option and/or the Fundamental Change Put Option (collectively, the " Note Put Options ") or an Event of Default occurs and (ii) Seller fails to deliver all or any portion of the consideration due and payable in respect of such exercise or Event of Default (in each case, the " Unpaid Amount ") when it becomes due under the Note (in each case, the " Due Date "), then Buyer may, in its sole discretion, elect to make a claim under the Escrow Agreement for cash in an amount equal to the Unpaid Amount and upon receipt of such cash by the Buyer under the Escrow Agreement the Unpaid Amount shall be deemed to have been paid in full by the Seller. Buyer and GGCP shall instruct the Escrow Agent to release all of the Escrowed Funds (as defined in the Escrow Agreement) in excess of the Floor Amount (defined below) (i) promptly after each Partial Release Event (as defined in the Escrow Agreement), (ii) promptly after receipt of each Monthly Statement (defined below) and (iii) at such other time as Buyer and GGCP shall mutually agree. The Escrow Agreement shall terminate (other than the provisions of Sections 7 and 8 which will survive termination) upon the release of all Escrowed Funds (as defined in the Escrow Agreement) to the Seller and/or GGCP in accordance with the Termination Notice (as defined below). Upon the earlier to occur of (i) the full conversion of the entire aggregate principal amount of the Note, (ii) the first Business Day after the entire aggregate principal amount of the Note has been paid in full, (iii) the first Business Day after the Exercise Date on which all outstanding Payment Notices (as defined in the Escrow Agreement) have be fully discharged and paid in full and (iv) the transfer of the Note pursuant to the terms thereof (other than a transfer to an Affiliate (as defined in the Note) of Buyer or a charitable foundation established by the beneficial owner of Buyer), the Seller, GGCP and the Buyer shall give the Escrow Agent joint written notice of the termination of the Escrow Agreement (the “ Termination Notice ”). Each of Seller and GGCP agrees not to subject the Collateral (as defined below) to any lien, attachment, claim, trustee process or any other judicial process of any creditor of such party, other than as provided in Section 5.1 hereto and Section 5(b) of the Escrow Agreement.

4.3.2 " Monthly Statement " means the monthly account statement provided by the Escrow Agent to the Buyer, GGCP and Seller pursuant to Section 3 of the Escrow Agreement. " Floor Amount" means the sum of the Unpaid Principal Amount and six months of

interest on the Unpaid Amount at the rate of 4.5% per annum. Capitalized terms used but not defined in this Agreement that are defined in the Note shall have the meanings assigned to such terms in the Note.

4.4 Tag-Along Right . If any Gabelli Entity (as defined below), acting individually or together in any combination with any other Gabelli Entity (collectively, the " Transferor "), proposes to sell, contract to sell, or otherwise transfer or dispose of, directly or indirectly, in one transaction or a series of related transactions, (each, a " Transfer ") Voting Stock (as defined below) of the Seller, which represents 20% or more of the total voting power of all the then outstanding shares of Voting Stock of Seller to a Person other than a Gabelli Entity (the " Purchaser "), the Transferor shall provide written notice (a " Transfer Notice ") to the Buyer no later than 30 days prior to the consummation of the Transfer specifying all the material terms and conditions of the Transfer, including but not limited to the type and number of shares of Voting Stock to be transferred, the nature and amount of the consideration to be paid by the Purchaser, the identity of the Purchaser and any conditions to the Transfer. If a change occurs in the nature or amount of consideration to be paid by the Purchaser or in any other material terms or conditions of the Transfer, the Transferor shall promptly deliver to the Buyer a new Transfer Notice. If the Buyer elects to sell Conversion Shares in connection with the Transfer by delivering written notice to the Transferor in writing within 10 days after the date on which the Buyer received the Transfer Notice, then the Transferor will not consummate the Transfer unless (i) it does so at a price at least as high and on other terms and conditions at least as favorable as those specified in the Transfer Notice and (ii) simultaneously with the consummation of the Transfer the Purchaser also purchases from the Buyer, at the same price and on the other terms and conditions specified in the Transfer Notice, a percentage of the number of Conversion Shares then beneficially owned by it equal to the percentage obtained by dividing (i) the number of shares of Voting Stock being sold by the Transferor in the Transfer by (ii) the total number of shares of Voting Stock then beneficially owned by all of the Gabelli Entities and multiplying that quotient by 100. Gabelli shall cause any Gabelli Entity that is not a party to this Agreement who becomes the record or beneficial owner of any Voting Stock of the Seller after the date of this Agreement (a " New Gabelli Stockholder ") to comply with the requirements of this Section and to execute and deliver, on or prior to the date on which it acquires such record or beneficial ownership, a written undertaking to Buyer, in form and substance reasonably satisfactory to the Buyer, that such New Gabelli Stockholder will comply with the requirements of this Section 4.4 as if it was a Gabelli Stockholder, and thereafter such New Gabelli Stockholder shall be deemed to be a Gabelli Stockholder for all purposes of this Section.

A " Gabelli Entity " shall mean Gabelli, the spouse or any child or grandchild of Gabelli, or any Person in which Gabelli and/or one or more of such other individuals has a controlling interest or beneficially owns, directly or indirectly, (i) a majority of the number of outstanding shares of Capital Stock of such Person and/or (ii) Voting Stock of such Person which represents 50% or more of the total voting power of all the then outstanding shares of Voting Stock of such Person, and shall also mean any testamentary, charitable or similar trust or foundation of which Gabelli and/or one or more of such other individuals is a grantor, beneficiary, trustee or person having similar management authority; provided that neither Gabelli Securities, Inc. nor Associated Capital Group, Inc. shall constitute a Gabelli Entity for purposes of this Agreement.

" Voting Stock " means, with respect to any Person, Capital Stock of such Person that is entitled to vote generally in the election of directors (or, in the case of Persons that are not corporations, persons performing similar functions) of such Person.

5.	Security Interest and Solvency .

5.1 GGCP hereby pledges, assigns and grants to Buyer a security interest in the Escrowed Funds, any Additional Deposit, the Permitted Investments, the Escrow Account and any proceeds thereof (collectively, the “ Collateral ”) to secure the obligations of Seller, GGCP and each of their respective affiliates (the “ Secured Obligations ”) under this Agreement, the Escrow Agreement and the Note (the “ Note Documents ”). Each of “Escrowed Funds,” “Additional Deposit,” “Permitted Investments” and "Escrow Account" has the meaning set forth in the Escrow Agreement.

5.2 GGCP acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Note Documents. GGCP agrees and acknowledges that all rights of Buyer under the Note Documents, GGCP’s grant of a security interest in the Collateral and all obligations of GGCP under the Note Documents, will be absolute, irrevocable, and unconditional irrespective of: (a) any claim as to the genuineness, validity, or enforceability of the Note Documents; (b) any change in the time, manner or place of payment of, or in any other term of, all of or any of the Secured Obligations or any other amendment, modification, extension or waiver of or any consent to any departure from any Note Document; (c) any change in the corporate existence, structure or ownership of Seller; (d) any liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting Seller or any of its affiliates or any of its assets; (e) any release of Seller, Gabelli or any other party jointly liable in respect of any Note Document; (f) any non-perfection of any lien on any Collateral or any guarantee or other credit support in respect thereof; (g) the occurrence of any default, event of default or potential event of default under the Note Documents; (h) the absence of any action to enforce any Note Document, to recover any judgment or to enforce a judgment against Seller or any other party under any Note Document; or (i) any other circumstance whatsoever that might otherwise constitute a defense available to, or a discharge of, GGCP, Seller, Gabelli or any affiliate of the foregoing in respect of the Secured Obligations or in respect of the Note Documents (other than the indefeasible payment in full and performance of all Secured Obligations).

5.3 GGCP represents and warrants to Buyer on the date hereof and on the date of any Additional Deposit that: (a) after giving effect to GGCP’s grant of a security interest in the Collateral and the deposit of the Escrowed Funds and any Additional Deposit into the Escrow Account, the aggregate fair saleable value of all of GGCP’s property, at fair valuation, will be greater than the sum of all of GGCP's liabilities of any nature, including without limitation contingent and unmatured debts or claims (" Liabilities "); (b) it has not transferred, concealed or removed any of its property with the intent to hinder, delay or defraud its creditors, nor is it now granting a security interest in the Collateral or entering into any Note Document with intent to hinder, delay or defraud its creditors; (c) after giving effect to GGCP’s grant of a security interest hereunder and the deposit of the Escrowed Funds and any Additional Funds into the Escrow Account, the value of its remaining assets is not unreasonably small in relation to its business; (d)

it has not incurred and does not intend to incur, or believe (or reasonably believe) that it will incur Liabilities beyond its ability to pay as such Liabilities mature; (e) it has satisfied in full any final judgment against it in an action or suit for money damages which judgment results from an action or suit pending against it on or prior to the date hereof and there is no action or suit for money damages pending against it on or prior to the date hereof; and (f) there are no other proceedings pending or, to its knowledge, threatened against GGCP, at law or in equity, which, individually or in the aggregate, if adversely determined, would materially adversely affect the financial condition of GGCP or materially impair GGCP’s ability to perform its obligations under the Note Documents.

6. Survival of Representations and Warranties . All representations, warranties, agreements and covenants contained in this Agreement shall survive the Closing; provided, however, that a claim for a breach of a representation or warranty (but not for a breach of a covenant or agreement and not for any breach of representation or warranty provided for in Section 5) must be brought within one (1) year of the execution of this Agreement. In the event Buyer brings a claim within such one (1) year period, such representations and warranties shall continue to survive solely with regard to such claim until such claim has been finally resolved and satisfied. Buyer's rights under this Agreement shall not be affected by any knowledge it may have with respect to the Seller, its Subsidiaries or their businesses.

7.1 Entire Agreement . This Agreement and the documents listed in Section 3.2 (other than the opinion of Seller's legal counsel) represents the entire agreement among the parties with respect to the transactions contemplated herein and supersede all prior agreements, written or oral, with respect thereto. This Agreement may be amended only by an instrument that is executed and authorized by all parties hereto.

7.2 Expenses . Without limiting Section 7.6, Buyer and Seller will pay their own respective expenses, including attorneys' fees, in connection with the negotiation of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated by this Agreement.

7.3 Successors and Assigns . This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either party without the prior written consent of the other party.

7.4 Governing Law; Consent to Jurisdiction . This Agreement shall be governed by and construed under the laws of the State of New York. Each Party irrevocably waives any objection on the grounds of venue, forum non conveniens or any similar grounds and irrevocably

consents to the jurisdiction of the courts located in the State of New York. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.

7.5 Nonwaiver . The failure of either party to insist upon strict adherence to any one or more of the covenants and restrictions in this Agreement, on one or more occasion, shall not be construed as a waiver, nor deprive either party of the right to require strict compliance thereafter with the same. All waivers must be in writing and signed by the waiving party.

7.6 Attorneys' Fees and Expenses . In any suit or action brought to enforce this Agreement, or to obtain adjudication, declaratory or otherwise, of rights hereunder, the losing party shall pay to the prevailing party reasonable attorneys' fees and all other costs and expenses that may be incurred by the prevailing party in such action. The foregoing shall be in addition to, and shall not limit, any other rights that the non-breaching party may have against the breaching party at law or in equity.

7.7 Publicity . Seller shall not issue any public statement (such as press releases, letters to shareholders, speeches and similar statements) concerning or referencing the beneficial owner of Buyer without the prior written consent of the Buyer; provided, however, that such disclosure may be made if such approval has been requested and not received and the Seller concludes (after consulting with counsel) that it is required by law or stock exchange regulation to make such disclosure in a press release or other public statement. With respect to any press release issued by Seller, Seller shall provide a copy of any proposed release to Buyer a reasonable amount of time prior to public dissemination thereof, shall incorporate Buyer's reasonable comments to such press release, if any, in good faith, and shall not disseminate such release prior to Buyer’s approval thereof, provided that such approval shall not be unreasonably withheld, conditioned or delayed.

7.8 Notices . Any notice required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective for five days after being placed in the mail, if mailed by regular U.S. mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:

If to the Seller or any Gabelli Stockholder:

GAMCO Investors, Inc.

One Corporate Center

Attn: Kevin Handwerker

Executive Vice President, General Counsel and Secretary

Facsimile: (914) 921-5384

Skadden, Arps, Slate, Meagher & Flom LLP

New York, New York 10036

Attn: Gregory A. Fernicola, Esq. and Yossi Vebman, Esq.

Facsimile: (212) 735-3000

Cascade Investment, L.L.C.

Attn: General Counsel

Facsimile: (425) 803-0459

Cleary Gottlieb Steen & Hamilton LLP

Attn: Robert P. Davis, Esq.

Facsimile: (212) 225-3999

Each party shall provide notice to the other of any changes in address.

7.9 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

7.10 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any

person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

7.11 Construction . Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any person, or which such person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person, whether or not expressly specified in such provision. The construction of this Agreement shall not be affected by which party drafted this Agreement.

7.12 Headings . The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

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SIGNATURE PAGE - NOTE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first mentioned above.

SELLER		BUYER
GAMCO INVESTORS, INC.		CASCADE INVESTMENT, L.L.C.


By:	/s/ Kevin A. Handwerker	By:	/s/ Alan Henberger
	Name: Kevin A. Handwerker		Name: Alan Henberger
	Title: Executive Vice President, General Counsel and Secretary		Title: Authorized Representative


GABELLI STOCKHOLDERS


/s/ Mario J. Gabelli
MARIO J. GABELLI


GGCP, INC.


By:	/s/ Silvio Berni
	Name: Silvio Berni
	Title: Vice President

Ownership of Securities


Shares of Class A Common Stock		4,425,055 1

Shares of Class B Common Stock		18,827,036 2

(1) Includes 30,000 shares held by GGCP and 4,393,055 shares held by Gabelli Securities, Inc. Gabelli has voting and dispositive control over these shares.

(2) Includes 453,295 shares held by Gabelli and 18,373,741 shares held by GGCP Holdings, LLC (“Holdings”). Gabelli may be deemed to have beneficial ownership of the shares held by Holdings on the basis of (i) his position as the Chief Executive Officer of, a director of, and the controlling shareholder of GGCP, which is the manager and the majority member of Holdings, and (ii) a certain profit interest in Holdings. Gabelli disclaims beneficial ownership of the shares owned by Holdings except to the extent of his pecuniary interest therein.

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this " Agreement ") is made and entered into as of August 15, 2016 by and among Cascade Investment, L.L.C., a Washington limited liability company (the " Investor "), and GAMCO Investors, Inc., a Delaware corporation (the " Company ").

A. Investor has agreed to purchase from the Company, and the Company has agreed to sell to the Investor, a $110 million convertible promissory note (the " Note ") pursuant to a Note Purchase Agreement, dated as of August 15, 2016, by and among the Company, the Investor, Mario J. Gabelli and GGCP, Inc., a Wyoming corporation (the " Purchase Agreement "). The Note is convertible into shares of Class A Common Stock, par value $0.001 per share (such shares and any other securities issued or distributed with respect to, or in exchange for, such shares pursuant to any reclassification, merger or other transaction, the " Class A Common Stock "), of the Company on the terms and conditions set forth in the Note.

B. The Company agrees with the Investor for the benefit of the Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1.1

Rule 144 Reporting . With a view to making available the benefits of certain rules and regulations of the Commission (as defined below), which may at any time permit the sale of the Registrable Securities (as defined below) to the public without Registration, the Company agrees to use all reasonable efforts to:

(a) Make and keep adequate current public information available, as those terms are understood and defined in Rule 144 under the Securities Act (as defined below), at all times after the date of this Agreement;

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the 1934 Act (as defined below); and

(c) So long as any Person owns all or any portion of the Note or any Registrable Securities, furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company as Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing Investor to sell any such securities without Registration.

2.	REGISTRATION RIGHTS.

2.1	Definitions . (a) As used in this Agreement and except as otherwise defined herein, the following defined terms shall have the following meanings:

Applicable Securities . The term " Applicable Securities " means in relation to a Registration Statement the Registrable Securities identified in the related Demand Notice or Piggy-back Notice.

Demand Registration Statement . The term " Demand Registration Statement " means a registration statement filed under the Securities Act by the Company pursuant to the provisions of Section 2.2 hereof,

including the Prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

Effective Time . The term " Effective Time " means the date on which the Commission declares a Registration Statement effective or on which a Registration Statement otherwise becomes effective.

Form S-3 . The term " Form S-3 " means such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

Holder . The term " Holder " means any holder from time to time of Registrable Securities or securities convertible into, or exercisable or exchangeable for, Registrable Securities.

Notice and Questionnaire . The term " Notice and Questionnaire " means a Notice of Registration Statement and Questionnaire substantially in the form of Exhibit A hereto.

Person . The term " Person " means an individual, partnership, corporation, trust, limited liability company or unincorporated organization, or other entity or organization, including a government or agency or political subdivision thereof.

Prospectus . The term " Prospectus " means the prospectus (including any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A under the Securities Act) included in a Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by the Company under the 1934 Act and incorporated by reference therein.

Registrable Securities . The term " Registrable Securities " means: (a) the Class A Common Stock or other securities issuable upon conversion of the Note, (b) any securities (including Class A Common Stock) issued or distributed with respect to, or in exchange for, the Note or such Class A Common Stock pursuant to any reclassification, merger, consolidation, reorganization or other transaction (" Other Securities ") or upon conversion, exercise or exchange of Other Securities and (c) any securities issued or distributed with respect to, or in exchange for, Other Securities (whether directly or indirectly through a series of transactions) pursuant to any reclassification, merger, consolidation, reorganization or other transaction or upon conversion, exercise or exchange of Other Securities, in each case other than Unrestricted Securities.

Registrable Securities Then Outstanding . The number of shares of " Registrable Securities then Outstanding " shall mean the number of shares of Class A Common Stock which are Registrable Securities and are then (1) issued and outstanding or (2) issuable pursuant to the exercise or conversion of the Note.

Registration . The terms " Register ," " Registered ," and " Registration " refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement.

Registration Statement . The term " Registration Statement " means a registration statement filed under the Securities Act by the Company pursuant to the provisions of Section 2 hereof, including the Prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

Registration Expenses . The term " Registration Expenses " means all expenses incident to the Company's performance of or compliance with any Registration of Registrable Securities pursuant to this Agreement,

including, without limitation, all registration, filing and Financial Industry Regulatory Authority, Inc. (“ FINRA ”) fees, fees of any stock exchange upon which the Registrable Securities are listed, all fees and expenses of complying with securities or blue sky laws, all printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or "comfort" letters required by or incident to such performance and compliance, premiums and other costs of policies of insurance obtained by the Company against liabilities arising out of the public offering of Registrable Securities being registered and any fees and disbursements of underwriters customarily paid by issuers, and fees and disbursements of one counsel retained by the Selling Shareholders, which shall not exceed in the aggregate $20,000, but excluding all transfer taxes, underwriting discounts and commissions, if any, relating to Registrable Securities.

SEC . The term " SEC " or " Commission " means the U.S. Securities and Exchange Commission Securities Act. The term " Securities Act " means the Securities Act of 1933, as amended.

Unrestricted Security . The term " Unrestricted Security " means any Registrable Security that (i) has been effectively registered under the Securities Act, (ii) has been transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) under circumstances in which such Registrable Securities become freely transferable under the Securities Act and any legend relating to restrictions on transfer under the Securities Act is removed, (iii) is transferable pursuant to Rule 144 under the Securities Act (or any successor provision thereto) provided that the condition in the last sentence of paragraph (b)(1)(i) is met or (iv) has otherwise been transferred and a new security not subject to transfer restrictions under the Securities Act has been delivered upon such transfer by or on behalf of the Company.

1934 Act . The term " 1934 Act " means the Securities Exchange Act of 1934, as amended.

(b) The words "include," "includes" and "including," when used in this Agreement, shall be deemed to be followed by the words "without limitation."

(c) The words "hereof", "herein", and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(d) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

2.2	Demand Registration .

(a) Request by Holders . If the Company shall receive at any time (but not within 12 months of the effective date of another Demand Registration Statement effected by the Company on behalf of any Holder pursuant to this Section 2.2), a written request (" Demand Notice ") from any Holder who holds Registrable Securities in excess of 1% of the then outstanding number of shares of Class A Common Stock (each such Person eligible to make a request, an " Eligible Holder " and each such Person who makes a request, a " Requestor ") that the Company file a Registration Statement under the Securities Act covering the Registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within fifteen (15) business days of the receipt of the Demand Notice, give written acknowledgment of such request (" Request Acknowledgment ") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all or any part of the Registrable Securities then held by such Eligible Holder, the Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in such Registration Statement. Eligible Holders who elect to participate in an offering pursuant to this Section 2.2 or pursuant to Section 2.3 (including but not limited to a Requestor) are referred to collectively as " Selling Shareholders ". The Company shall effect, as soon as reasonably practicable, the Registration under the Securities Act of all Applicable Securities which the Selling Shareholders request to be registered and included in such Registration, subject only to the limitations of this Section 2.2; provided that the Applicable Securities requested by the Requestor(s) to be registered pursuant to such request must either: (i) be at least 10% of all Registrable Securities then outstanding (but having an anticipated aggregate public offering price of at least

$10,000,000) or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $20,000,000.

(b) Underwriting . If a Requestor initiates the Registration request under this Section 2.2 and intends to distribute the Applicable Securities covered by its request by means of an underwritten offering, then the Requestor shall so advise the Company as a part of its request made pursuant to this Section 2.2. In such event, the right of the Selling Shareholders to include their Applicable Securities in such Registration shall be conditioned upon each Selling Shareholder's participation in such underwriting and the inclusion of their Applicable Securities in the underwriting to the extent provided herein. If the Requestor proposes to distribute its securities through such underwriting, each Selling Shareholder shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Requestor, with the consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding any other provision of this Section 2.2, if the underwriter(s) advise(s) the Company and the Selling Shareholders in writing that in its or their opinion the number of securities requested to be registered exceeds the number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, the " Maximum Number "), then the Company shall so advise the Selling Shareholders and include such Maximum Number in the Registration. The number of shares that may be included in the Registration and the underwriting shall be allocated, first, to the Requestor, and second, to the other Selling Shareholders based on the relative proportion of shares of all such Selling Shareholders requested to be so registered, and third, to the Company and to other securityholders of the Company who have requested that their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities. If a Selling Shareholder disapproves of the terms of any such underwriting, the Selling Shareholder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the Registration Statement. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the Registration. For purposes of this agreement, an "underwritten offering" shall be an offering pursuant to which securities are sold to a broker-dealer or other financial institution or group thereof for resale by them to investors.

(c) Maximum Number of Demand Registrations . The Company is obligated to effect not more than three (3) such Registrations in total during the effectiveness of this Agreement pursuant to this Section 2.2.

(d) Deferral . Notwithstanding the foregoing, if the Company, in the good faith judgment of the Board of Directors of the Company, determines that the filing or the effectiveness of a Registration Statement at that time would interfere with pending financing, acquisition, corporate reorganization or other corporate transaction involving the Company or any of its subsidiaries and would be seriously detrimental to the Company and its shareholders and it is therefore essential to defer the filing or effectiveness of the Registration Statement pursuant to this Section 2.2, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Requestor or in the case of delaying effectiveness, 180 days after receipt of the request of the Requestor; provided , however , that the Company may not utilize this right more than once in any twelve- (12-) month period. The Company shall advise the Requestor of any such determination as promptly as reasonably practicable.

(e) Right to Withdraw . The Requestor requesting any Registration pursuant to this Section 2.2 shall have the right to withdraw such request (i) prior to the time the Registration Statement in respect of such Registration has been declared effective, (ii) upon the issuance by a governmental agency or the Commission of a stop order, injunction or other order which interferes with such Registration, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Registration are not satisfied other than as a result of default by the Selling Shareholders, (iv) such withdrawal is requested by the Requestor because of the occurrence of a significant negative change in market conditions or the Company's business, financial condition, results of operations or prospects since the date of the Demand Notice or (v) if the Company avails itself of Section 2.2(d) hereof; it being understood that such Registration shall be deemed not to have been requested for purposes of Section 2.2 if the Requestor withdraws its request pursuant this Section 2.2(e); provided that, if the

Requestor withdraws its request pursuant to clause (i) above, such Requestor agrees to reimburse the Company for the reasonable out-of-pocket expenses the Company has incurred prior to such withdrawal in effecting such Registration. If the Requestor withdraws a request pursuant to this Section 2.2(e) but the Company nevertheless determines to complete, within 30 days after such withdrawal, the Registration so requested as to securities other than the Applicable Securities, the Eligible Holders shall be entitled to participate in such Registration pursuant to Section 2.3 hereof, but in such case the Intended Offering Notice (as defined below) shall be required to be given to the Eligible Holders at least ten (10) business days prior to the anticipated effective date of the Registration Statement and the Eligible Holders shall be required to give the Piggy-back Notice no later than five (5) business days after the Company's delivery of such Intended Offering Notice.

2.3	Piggyback Registrations .

If to Buyer		Cascade Investment, L.L.C.
		2365 Carillon Point
		Kirkland, WA 98033
		Attn: General Counsel
		Facsimile: (425) 803-0459
		Email: legal@bmgigroup.com
With copy to:
		Cleary Gottlieb Steen & Hamilton LLP
		One Liberty Plaza
		New York, NY 10006
		Attn: Robert P. Davis, Esq.
		Facsimile: (212) 225-3999

If to the Escrow Agent		JPMorgan Chase Bank, N.A.
		Escrow Services
		4 New York Plaza, 11th Floor
		New York, NY 10004
		Attn: Florence Hanley/Chris Vetri
		Facsimile: (212) 552-2812
		Email: ec.escrow@jpmorgan.com

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For Immediate Release:	Contact:	Douglas R. Jamieson
August 16, 2016		President & Chief Operating Officer
		(914) 921-5020
	For further information please visit
	www.gabelli.com

	"COMPANY":

	GAMCO INVESTORS, INC., a Delaware corporation

	By:	/s/ Kevin A. Handwerker
		Name: Kevin A. Handwerker
		Title: Executive Vice President, General Counsel and Secretary


	"INVESTOR":

	CASCADE INVESTMENT, L.L.C., a Washington limited liability company

	By:	/s/ Alan Henberger
		Name: Alan Henberger
		Title: Authorized Representative

If to GAMCO		GAMCO Investors, Inc.
		One Corporate Center
		Rye, New York 10580
		Attn: Kevin Handwerker
		Executive Vice President, General Counsel and Secretary
		Facsimile: (914) 921-5384
		Email: KHandwerker@gabelli.com

		With copy to:

		Skadden, Arps, Slate, Meagher & Flom LLP
		Four Times Square
		New York, New York 10036
		Attn: Gregory A. Fernicola, Esq. and Yossi Vebman, Esq.
		Facsimile: (212) 735-3000

If to GGCP		GGCP, Inc.
		140 Greenwich Ave.
		Greenwich Ct. 06830
		Attn: Silvio Berni, Vice President
		Facsimile: (203) 629-2774
		Email: sberni@ggcpinc.com

	GAMCO INVESTORS, INC., a Delaware corporation


	By:	/s/ Kevin A. Handwerker
		Name: Kevin A. Handwerker
		Title: Executive Vice President, General Counsel and Secretary

	GGCP, INC.,
	a Wyoming corporation


	By:	/s/ Silvio Berni
		Name: Silvio Berni
		Title: Vice President

	CASCADE INVESTMENT, L.L.C.,
	a Washington limited liability company


	By:	/s/ Alan Henberger
		Name: Alan Henberger
		Title: Authorized Representative

	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
	as Escrow Agent


	By:	/s/ Diane A. DeMarco
		Name: Diane A. DeMarco
		Title: Vice President