Exhibit 10.51


 





NOTE PURCHASE AGREEMENT


 


NOTE PURCHASE AGREEMENT
dated as of April ___, 2015 (this “Agreement”) between the EGS, LLC, a Delaware limited liability company
(the “Purchaser”), and Merriman Holdings, Inc., a Delaware corporation (the “Company”).


 


WHEREAS, subject to
the terms and conditions in this Agreement, the Purchaser is purchasing the Note and the Warrants (each as defined herein), subject
to the terms and condition hereof.


 


NOW, THEREFORE, in
consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


1.                 
Purchase of Secured Promissory Note and Common Stock Purchase Warrants. On the terms and subject to the conditions
contained in this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue to
Purchaser, for an aggregate purchase price of $1,000,000, (i) a Secured Promissory Note in the original principal amount of $1,000,000,
in the form attached hereto as Exhibit A (the “Note”), and (ii) a Common Stock Purchase Warrant to purchase
500,000 shares of common stock of the Company, in the form attached hereto as Exhibit B (the “Warrants”,
and together with the Note, the “Securities”). The Company’s obligations under the Note shall be secured
by a pledge by the Company of all of the capital stock of Merriman Capital, Inc., a California corporation, owned by it (which
constitutes 99.998% of the issued and outstanding common stock, par value $0.0001 per share, which is the only class of its capital
stock outstanding) pursuant to a stock pledge agreement between the Company and the Purchaser in the form attached hereto as Exhibit
C. All other outstanding indebtedness of the Company shall be subordinated to the prior payment in full of the Note, and any
and all liens and security interests securing any of such indebtedness shall be subordinated to the liens and security interests
securing the Note, pursuant to an intercreditor agreement among the holders of such other indebtedness, the Purchaser and the Company
in the form attached hereto as Exhibit D.


 


The Purchaser shall
be entitled to instruct the Company to issue the Warrants in the name of the members of the Company, as designated by the Purchaser.


 


2.                 
Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows:


 


2.1                   
Authority; Binding Agreements. The Company is duly organized, validly existing and in good standing under the laws
of the State of Delaware. The execution, delivery and performance of this Agreement by the Company has been duly approved by all
required parties and all other actions required to authorize the offer and sale of the Securities have been duly taken. The Company
has the requisite power and authority to execute and deliver this Agreement, and perform its obligations therein and consummate
the transactions contemplated hereby. When executed and delivered by the Company, this Agreement will constitute the valid and
legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding
at law or at equity).


 






    	 



    	 



    

 


 


2.2                   
No Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection
with the consummation of the transactions contemplated hereby, except qualification (or taking such action as may be necessary
to secure an exemption from qualification, if available) of the offer and sale of the Securities under applicable federal and state
securities laws, which filings and qualifications, if required, will be accomplished in a timely manner.


 


3.                 
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as follows:


 


3.1                   
Due Execution; Enforceability. The Purchaser has duly executed and delivered this Agreement and this Agreement constitutes
the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except
to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement
of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforcement is considered
in a proceeding at law or at equity).


 


3.2                   
Financial Status. The Purchaser has such knowledge and experience in financial and business matters as will enable
the Purchaser to evaluate the merits and risks of an investment in the Company, and the Purchaser has the capacity to protect its
own interests in connection with an investment in the Securities.


 


3.3                   
Investment Intent. The Purchaser is acquiring the Securities for its own account as a principal, for investment purposes
only, not for any other person or entity and not for the purpose of resale or distribution. Other than designating that the Warrants
be issued in the name of the members of the Purchaser individually, the Purchaser does not have any present intention of selling,
granting any participation in or otherwise distributing any such Securities.


 








4.                 
Board Observer Rights. So long as the Note remains outstanding, the Company shall hold regular meetings of its board
of directors at least once per calendar quarter and the Purchaser shall be entitled to designate one (1) observer to the board
of directors of the Company, and any committee thereof, which observer shall receive (at the same time and in the same manner provided
to the directors) notice of and copies of all materials provided to directors in connection with, and shall be entitled to attend,
all meetings of the board of directors of the Company, and any committee thereof. Such observer shall also receive (at the same
time and in the same manner provided to the directors) notice of and copies of all materials provided to the directors of the Company
in connection with any actions to be taken by written consent of the board of directors of the Company, and any committee thereof.
The Company shall reimburse Purchaser for all reasonable expenses (including all travel, meal and lodging expenses) incurred by
its board observer in connection with attending any meetings described above.


 






    	 



    	 



    

 


 


5.                 
Miscellaneous Provisions.


 


5.1                   
Further Assurances. The Purchaser and the Company each hereby covenant to execute and deliver, from time to time,
such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate,
carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby,
including any required regulatory approvals or any approvals by any applicable governmental authority.


 


5.2                   
Assignment. Except as expressly contemplated in Section 1 hereof, neither party shall have the right or the power
to assign or delegate any provision of this Agreement or any rights it may have in, to or under this Agreement except with the
prior written consent of the other party. Except as provided in the preceding sentence, this Agreement shall be binding upon and
shall inure to the benefit of the parties’ respective successors, assigns, executors and administrators.


 


5.3                   
Interpretation; Counterparts. The headings contained in this Agreement are for reference purposes only and do not
define or limit the provisions hereof. Section, party, recital, exhibit and preamble references are to this Agreement unless otherwise
stated. This Agreement may be executed by facsimile and in separate counterparts, each of which shall be deemed an original and
both of which shall constitute one and the same document.


 


5.4                   
Entire Agreement. This Agreement and any agreement referred to herein or executed contemporaneously herewith, constitute
the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral or written,
and all contemporaneous oral, agreements, representations, warranties, statements, promises and understandings with respect to
the subject matter hereof. This Agreement may be amended only in a writing executed by the party to be bound thereby.


 


5.5                   
No Implied Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by law.


 


5.6                   
Expenses. Except as otherwise specifically provided in this Agreement, the parties to this Agreement shall bear their
respective costs and expenses incurred in connection with the preparation and execution of this Agreement and the transactions
contemplated hereby.


 


5.7                   
Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held
invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons
or circumstances is not affected thereby, and that provision shall be enforced to the greatest extent permitted by law.


 


5.8                   
GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.


 


 






    	 



    	 



    

 


5.9                   
CONSENT TO JURISDICTION.
EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE STATE OR UNITED STATES
FEDERAL COURT SITTING IN NEW YORK, NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR IN SUCH FEDERAL COURT. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH AN ACTION OR PROCEEDING.
EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES OF SUCH PROCESS TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN THIS AGREEMENT (WHICH MAILING SHALL BE BY CERTIFIED MAIL). EACH
PARTY HERETO AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


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IN WITNESS WHEREOF,
the parties have hereby executed this Subscription Agreement as of the day set forth above and in the acceptance set forth below.


 





	 	
        MERRIMAN HOLDINGS, inc.

         

        By:________________________

        D. Jonathan Merriman

         

         

        EGS, LLC

         

        By:________________________

        Managing Member

         

         

         



 


 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF SECURED PROMISSORY
NOTE


 


 




    	 



    	 



    

 


EXHIBIT B


 


FORM OF COMMON STOCK
PURCHASE WARRANT


 




    	 



    	 



    

 


EXHIBIT C


 


FORM OF STOCK PLEDGE
AGREEMENT


 




    	 



    	 



    

 


EXHIBIT D


 


FORM OF INTERCREDITOR
AGREEMENT