Exhibit 10.17


 





THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND
SUBSTANCE TO THE MAKER (AS DEFINED BELOW) THAT SUCH REGISTRATION IS NOT REQUIRED.


Promissory
Note


	Principal Amount: $1,500,000 	 	Dated as of August [ ], 2015



 




In recognition of past and continued
services rendered, Sidoti Holding Company, LLC, a Delaware corporation (the “Maker”), promises to pay to the
order of Gary Jacobs (the “Payee”), the principal sum of One Million Five Hundred Thousand Dollars and No Cents
($1,500,000) in lawful money of the United States of America, subject to the terms and conditions described below. This Note supersedes
and replaces any outstanding notes from Maker to Payee.


		1.	Definitions.



		(a)	“IPO” means the first underwritten, firm commitment or best efforts public offering pursuant to an effective
registration statement under the Securities Act, covering the offer and sale by Maker (or any successor or affiliated entity) of
its equity securities.



		2.	Principal.



		(a)	Conditions. Payment of the principal balance of this Note and any obligation of Maker owed to Payee in connection with
this Note is contingent on (i) the consummation of Maker’s IPO, and (ii) Payee’s continuous employment in good standing
with Maker through the consummation of such IPO. Should Maker’s IPO not consummate or Payee fail to remain continuously employed
in good standing with Maker through the consummation of Maker’s IPO, even if Payee’s employment is terminated for any
reason prior to the IPO and Payee is later rehired, Payee is not entitled to any payment from or obligation of Maker under this
Note.



		(b)	Payment. The principal balance of this Note shall be payable by Maker by check or wire on the date on which and immediately
after the time when Maker’s IPO closes. Maker will deduct and withhold amounts from amounts payable to Payee as required
under applicable law. Under no circumstances shall any individual, including but not limited to any officer, director, employee
or stockholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.



		3.	Interest. No interest shall accrue on the unpaid principal balance of this
Note.



    	 



    	 



    

		4.	Unfunded Arrangement. This Note represents an unfunded and unsecured promise and will not be deemed to create a trust
or other secured or funded arrangement. Payee’s rights with respect to this Note will be of a general unsecured creditor
of Maker, and under no circumstances will Payee have any other interest in any assets of Maker by virtue of this Note.



		5.	No Rights as Stockholder; No Right to Continued Employment. Nothing in this Note will confer upon Payee any right as
a stockholder or to continued employment with Maker or its affiliates or to interfere in any way with the right of Maker or its
affiliates to terminate Payee’s employment at any time for any reason.



		6.	Other Benefits. This Note is a special arrangement with Payee and will not be taken into account in computing the amount
of Payee’s salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit
under any bonus, incentive, pension, retirement, insurance or other employee benefit plan of Maker or its affiliates, unless such
plan or agreement expressly provides otherwise.



		7.	Governing Law. This Note will be governed by and construed in accordance with the laws of the State of New York without
giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of New York.



		8.	No Obligation; Company Discretion. No provision of this Note will be interpreted to impose an obligation on Maker or
its affiliates to consummate an IPO.



		9.	Non-Alienation of Benefits. The Note will not be subject to alienation, transfer, assignment, garnishment, execution
or levy of any kind, and any attempt to cause any Note to be so subjected will not be recognized.



		10.	Severability. Any provision contained in this Note which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.



[Signature Page Follows]




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IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the date first written above.


 


Sidoti Holding Company, LLC


 


By:__________________________

Name: Peter T. Sidoti

Title: Manager


 


Agreed and accepted by Payee as of the date first written
above:


 


By:__________________________

Name: Gary Jacobs

Title: Director of Trading, Sidoti & Company, LLC


 


 


 


 


 


 





[Signature
Page to Promissory Note]