THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR
TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO. 

WARRANT TO PURCHASE
COMMON STOCK

OF 
MORGAN
GROUP HOLDING CO. 

Number of Shares: One Million
(1,000,000) shares of common stock

Effective as of December 21,
2012

Void after December 21, 2017 

     In
exchange for ten thousand dollars ($10,000.00), this Warrant To Purchase Common
Stock (the “Warrant”) is issued to Jonathan P. Evans (“Holder”) by Morgan Group
Holding Co., a Delaware corporation (the “Company”), on December 21, 2012 (the
“Warrant Issue Date”). 

          1.
Purchase Shares. Subject to the terms and conditions hereinafter set forth, the Holder
is entitled, upon surrender of this Warrant at the principal office of the
Company (or at such other place as the Company shall notify the holder hereof in
writing), to purchase from the Company up to one million (1,000,000) fully paid
and nonassessable shares of Common Stock, par value $0.001 per Share (as defined
below), of the Company, as constituted on the Warrant Issue Date (the “Common
Stock”). The number of shares of Common Stock issuable pursuant to this Section
1 (the “Shares”) shall be subject to adjustment pursuant to Section 7 hereof.
The Shares, when issued, shall have the powers, designations, preferences and
relative, participating, optional or other rights of the Common Stock, and the
limitations and restrictions thereof, as set forth in the Certificate of
Incorporation filed by the Company with the Secretary of State of the State of
Delaware on November 13, 2001. 

          2.
Exercise Price. The purchase price for the Shares shall be one dollar ($1.00) per
Share, as adjusted from time to time pursuant to Section 7 hereof (the “Exercise
Price”). 

          3.
Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term
commencing on the Warrant Issue Date and ending at 5:00 p.m. eastern time on
December 21, 2017; provided, however, that in the event of (a) the closing of
the Company’s sale or transfer of all or substantially all of its assets, or (b)
the closing of the acquisition of the Company by another entity by means of
merger, consolidation or other transaction or series of related transactions,
resulting in the exchange of the outstanding shares of the Company’s capital
stock such that the stockholders of the Company prior to such transaction own,
directly or indirectly, less than 50% of the voting
power of the surviving entity, this Warrant shall, on the date of such event, no
longer be exercisable and become null and void. In the event of a proposed
transaction of the kind described above, the Company shall notify the holder of
the Warrant at least fifteen (15) days prior to the consummation of such event
or transaction and shall provide the Holder with a description of the proposed
terms and conditions of such transaction, including the amount and form of
consideration to be received for each share of the Company’s capital stock.







          4. Exercise. While this Warrant remains outstanding and exercisable in
accordance with Section 3 above, the Holder may exercise, in whole or in part,
the purchase rights evidenced hereby. Such exercise shall be effected by:


               (a)
the surrender of the Warrant, together with a duly executed copy of the form of
Notice of Election attached hereto, to the Secretary of the Company at its
principal offices; and 

               (b)
the payment to the Company of an amount equal to the aggregate Exercise Price
for the number of Shares being purchased. 

          If
this Warrant shall have been exercised only in part, the Company shall, at the
time of the delivery of the certificate or certificates representing the Shares
so purchased, execute and deliver to the Holder a replacement warrant evidencing
the rights of the Holder to purchase the unpurchased Shares underlying this
Warrant, which new warrant shall in all other respects to be identical with this
Warrant. 

          5.
Issuance of Shares. The Company represents that the Shares have been duly reserved for
issuance by the Company and the Company covenants that the Shares, when issued
pursuant to the exercise of this Warrant, will be duly and validly issued, fully
paid and nonassessable and free from all taxes, liens, and charges with respect
to the issuance thereof. 

          6.
Piggyback Registration Rights. In the event the Company proposes to register any of its
securities (excluding any registration relating solely to employee benefit plans
or relating solely to the sale of debt or convertible debt instruments) and the
registration form to be filed may be used for the registration or qualification
for distribution of the Shares, the Company will give prompt written notice to
Holder of its intention to effect such a registration and will include in such
registration all Shares with respect to which the Company has received written
requests from Holder for inclusion therein within fifteen (15) days after the
date of the Company’s notice (a “Piggyback Registration”). The Company may, in
its discretion, delay, terminate or withdraw any registration under this Section
6 prior to the effectiveness of such registration whether or not the Holder has
elected to include the Shares in such registration, and except for the
obligation to pay the expenses of such registration, the Company will have no
liability to Holder in connection with such delay, termination or withdrawal.
The Company shall only be obligated to effect one (1) Piggyback Registration
pursuant to this Section 6; provided, however, if the Company terminates any
registration under this Section 6 prior to the effectiveness of such
registration, such registration shall not count for purposes of the foregoing
limitation. 

2 







          7. Adjustment of Exercise
Price and Number of Shares. The number of and
kind of securities purchasable upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows: 

               (a)
Subdivisions, Combinations and Other
Issuances. If the Company shall at any time
prior to the expiration of this Warrant subdivide its Common Stock, by split-up
or otherwise, or combine its Common Stock, or issue additional shares of its
Common Stock as a dividend with respect to any shares of its Common Stock, the
number of Shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination. Appropriate adjustments
shall also be made to the purchase price payable per Share, but the aggregate
purchase price payable for the total number of Shares purchasable under this
Warrant (as adjusted) shall remain the same. Any adjustment under this Section
7(a) shall become effective at the close of business on the date the subdivision
or combination becomes effective, or as of the record date of such dividend, or
in the event that no record date is fixed, upon the making of such dividend.


               (b)
Reclassification, Reorganization and
Consolidation. Subject to Section 3 above, in
case of any reclassification, capital reorganization, or change in the Common
Stock of the Company (other than as a result of a subdivision, combination, or
stock dividend provided for in Section 7(a) above), then as a condition of such
reclassification, reorganization, or change, lawful provision shall be made, and
duly executed documents evidencing the same from the Company or its successor
shall be delivered to the Holder, so that the Holder shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant, the kind and amount of shares
of stock and other securities and property receivable in connection with such
reclassification, reorganization, or change by a holder of the same number of
shares of Common Stock as were purchasable by the Holder immediately prior to
such reclassification, reorganization, or change. In any such case appropriate
provisions shall be made with respect to the rights and interest of the Holder
so that the provisions hereof shall thereafter be applicable with respect to any
shares of stock or other securities and property deliverable upon exercise
hereof, and appropriate adjustments shall be made to the purchase price per
Share payable hereunder, provided the aggregate purchase price shall remain the
same.

               (c)
Notice of Adjustment. When any adjustment is required to be made in the number or
kind of shares purchasable upon exercise of the Warrant, or in the Exercise
Price, the Company shall promptly notify the holder of such event and of the
number of shares of Common Stock or other securities or property thereafter
purchasable upon exercise of this Warrant. 

          8.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares
shall be issued upon any exercise of this Warrant. 

3 







          9. No Stockholder
Rights. Prior to exercise of this Warrant,
the Holder shall not be entitled to any rights of a stockholder with respect to
the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, or be notified of stockholder
meetings, and such holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company. However,
nothing in this Section 9 shall limit the right of the Holder to be provided the
notices required under this Warrant. 

          10.
Transfers of Warrant. This Warrant and all rights hereunder shall be freely
transferable subject in all cases to compliance with applicable federal and
state securities laws. The transfer shall be recorded on the books of the
Company upon the surrender of this Warrant, properly endorsed, to the Company at
its principal offices, and the payment to the Company of all transfer taxes and
other governmental charges imposed on such transfer. In the event of a partial
transfer, the Company shall issue to the holders one or more appropriate new
warrants. 

          11.
Lost, Stolen, Mutilated or Destroyed
Warrant. If this Warrant is lost, stolen,
mutilated or destroyed, the Company will, on such reasonable terms as to
indemnify it or otherwise as it may in its reasonable discretion impose, issue a
new warrant to the Holder with terms and conditions identical with this Warrant.


          12.
Successors and Assigns. The terms and provisions of this Warrant shall inure to the
benefit of, and be binding upon, the Company and the Holders hereof and their
respective successors and assigns. 

          13.
Amendments and Waivers. Any term of this Warrant may be amended and the observance
of any term of this Warrant may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
the Company and the Holder. Any waiver or amendment effected in accordance with
this Section shall be binding upon each holder of any Shares purchased under
this Warrant at the time outstanding (including securities into which such
Shares have been converted), each future holder of all such Shares, and the
Company. 

          14.
Notices.
All notices required under this Warrant shall be deemed to have been given or
made for all purposes (i) upon personal delivery, (ii) upon confirmation receipt
that the communication was successfully sent to the applicable number if sent by
facsimile; (iii) one day after being sent, when sent by professional overnight
courier service, or (iv) five days after posting when sent by registered or
certified mail. Notices to the Company shall be sent to the principal office of
the Company (or at such other place as the Company shall notify the Holder
hereof in writing). Notices to the Holder shall be sent to the address of the
Holder on the books of the Company (or at such other place as the Holder shall
notify the Company hereof in writing). 

4 







          15. Captions. The section and subsection headings of this Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof. 

          16.
Governing Law. This Warrant shall be governed by the laws of the State of New York,
without regard to conflict of law provisions. 

[SIGNATURE PAGE FOLLOWS] 

5 







     IN WITNESS WHEREOF, the undersigned
have executed this Warrant on the date first above written. 


	MORGAN GROUP HOLDING CO.
	 
	 
	By: /S/ Robert E. Dolan
	Name: Robert E. Dolan
	Title: CFO




6 








NOTICE OF EXERCISE 

WARRANT TO PURCHASE COMMON STOCK


To: MORGAN GROUP HOLDING CO. 

The undersigned hereby elects to
purchase ________________ (_________) Shares of the Company, pursuant to the
exercise provisions of Section 4 of the attached Warrant and payment of the
Exercise Price per Share required under such Warrant accompanies this notice;


The undersigned hereby represents and
warrants that the undersigned is acquiring such Shares for its own account for
investment purposes only, and not for resale or with a view to distribution of
such shares or any part thereof. 


	HOLDER:

       
	          





	Address:		 	          
		          		 




	Date:	 



Name in which shares should be
registered: 

_____________________________________


7







ASSIGNMENT
OF
WARRANT TO PURCHASE COMMON STOCK 

For value received __________________
hereby sells, assigns and transfers unto ____________________ the within
Warrant, and does hereby irrevocably constitute and appoint its attorney to
transfer the within Warrant on the books of the within named Company with full
power of substitution on the premises. 

Dated: 


In the Presence of: 

8