Exhibit
10.7


 


CONTRIBUTION
and EXCHANGE AGREEMENT


 


CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”),
dated as of [______], 2015, by and between Sidoti & Company, Inc., a newly formed Delaware corporation (the “Corporation”),
and the holders of LLC Units (as defined herein) of SHC (as defined herein) party hereto (the “LLC Unitholders”).


 


WHEREAS, the LLC Unitholders desire to contribute
to the Corporation the LLC Units held by them in exchange for unregistered shares of Common Stock (as defined herein), pursuant
to the terms and subject to the conditions set forth herein (the “Contribution and Exchange”);


 


WHEREAS, the parties hereto intend for the Contribution
and Exchange to qualify as a tax-free transfer of property to a corporation under Section 351(a) of the Internal Revenue Code of
1986, as amended (the “Code”).


 


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


 


ARTICLE
I


 


section
1.1  Definitions


 


The following definitions shall be for all purposes,
unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.


 


“Common Stock” means the
common stock, par value $0.001 per share, of the Corporation.


 


“LLC Unit” means (i) a Capital
Member Interest (as such term is defined in the SHC Operating Agreement) of SHC or (ii) an Employee Interest (as such term is defined
in the SHC Operating Agreement) of SHC.


 


“SEC” means the Securities
and Exchange Commission.


 


“Securities Act” means the
United States Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“SHC” means Sidoti Holding
Company, LLC, a Delaware limited liability company.


 


“SHC Operating Agreement”
means the Third Amended and Restated Operating Agreement of SHC, dated as of January 1, 2002.


 


ARTICLE
II


 


section
2.1  Contribution and Exchange of LLC Units for Shares of Common Stock.


 


(a)      The
LLC Unitholders hereby contribute to the Corporation all of the LLC Unitholders’ right, title and interest in and to the
number of LLC Units listed next to their


 




    	 



    	 



    

 


respective names on Schedule 1 hereto
(the “Property”). In consideration for the contribution of the Property, the Corporation shall issue to
the LLC Unitholders the number of unregistered shares of Common Stock (collectively, the “Exchange
Shares”) in the amounts listed next to their respective names on Schedule 1 hereto, which shall reflect a
rate of exchange of [  ] share[s] of Common Stock for each LLC Unit contributed. Notwithstanding anything herein to the
contrary, the Corporation and each of the LLC Unitholders hereby agree that the Contribution and Exchange shall not take
effect under any circumstances if the Corporation does not complete the pricing of its initial public offering of Common
Stock.


 


(b)      The
Corporation shall deliver or cause to be delivered at the principal executive offices of the Corporation, the Exchange Shares,
registered in the names of the LLC Unitholders.


 


(c)      The
Exchange Shares will be issued to the LLC Unitholders in reliance upon a specific exemption from the registration requirements
of the Securities Act. Each LLC Unitholder acknowledges that, until such time as a registration statement under the Securities
Act covering the Exchange Shares has been declared effective by the SEC or the Exchange Shares may be sold pursuant to an exemption
from registration under the Securities Act without any restriction as to the number of Exchange Shares as of a particular date
that can then be immediately sold, the Exchange Shares will bear a restrictive legend in substantially the following form:


 


“THE SHARES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN
THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”


 


(d)      The
Corporation and each LLC Unitholder shall bear their own expenses in connection with the consummation of the Contribution and Exchange,
whether or not the Contribution and Exchange is ultimately consummated.


 


ARTICLE
IIII


 


section
3.1  Representations and Warranties of the Corporation. The Corporation represents and warrants to the
LLC Unitholders that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of
Delaware, (ii) it has all requisite


 




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corporate power and authority to enter into and
perform this Agreement and to consummate the transactions contemplated hereby and to issue the Exchange Shares, (iii) the execution
and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including
without limitation, the issuance of the Exchange Shares) have been duly authorized by all necessary corporate action on the part
of the Corporation, (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against
the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, (v) the Exchange Shares
will, upon issuance, be validly issued, fully paid and non-assessable, and (vi) the execution, delivery and performance of this
Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result
in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or
constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation
is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation
or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts,
defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse
effect on the Corporation or its business, financial condition or results of operations.


 


section
3.2  Representations and Warranties of the LLC Unitholders. Each LLC Unitholder, severally and not jointly,
represents and warrants to the Corporation that (i) if it is not a natural person, that it is duly organized and, to the extent
such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction, (ii) it has all
requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated
hereby, (iii) if it is not a natural person, the execution and delivery of this Agreement by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate or other entity action on the part of such LLC Unitholder, (iv) this
Agreement constitutes a legal, valid and binding obligation of such LLC Unitholder enforceable against it in accordance with its
terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or
similar laws relating to or limiting creditors’ rights generally, (v) the LLC Units subject to the Contribution and Exchange
are being transferred to the Corporation free and clear of any pledge, lien, security interest, encumbrance, equities or claim,
(vi) no consent, approval, authorization, order, registration or qualification of any third party or with any court or governmental
agency or body having jurisdiction over such LLC Unitholder or the LLC Units subject to the Contribution and Exchange is required
to be obtained by such LLC Unitholder for the transfer to the Corporation of such LLC Units subject to the Contribution and Exchange,
(vii) the execution, delivery and performance of this Agreement by such LLC Unitholder and the consummation by such LLC Unitholder
of the transactions contemplated hereby will not (A) if it is not a natural person, result in a violation of the Certificate of
Incorporation and Bylaws or other organizational documents of such LLC Unitholder or (B) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such LLC Unitholder is a party, or
(C) result in a violation of any law, rule, regulation,


 




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order, judgment or decree applicable such LLC
Unitholder, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or
violations, that would not in any material respect result in the unenforceability against such LLC Unitholder of this Agreement,
(viii) it is either (A) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated
under the Securities Act or (B) is knowledgeable, sophisticated and experienced in financial and business matters and in making,
and is qualified to make, decisions with respect to acquisitions of or investments in unregistered, non-listed securities issued
by the Corporation and comparable entities similar to the Exchange Shares in transactions similar to the Contribution and Exchange,
has the ability to bear the economic risks of participation in the Contribution and Exchange, has reviewed carefully this Agreement
and any other documentation relating to the Contribution and Exchange and has requested, received, reviewed and considered all
information it deems relevant in making an informed decision to participate in the Contribution and Exchange, and (ix) it understands
that the Exchange Shares are being issued to it in reliance upon specific exemptions from the registration requirements of the
Securities Act and state securities laws and that the Corporation is relying upon the truth and accuracy of, and such LLC Unitholder’s
compliance with, the representations, warranties, agreements, acknowledgments and understandings of such LLC Unitholder set forth
herein in order to determine the availability of such exemptions and the eligibility of such LLC Unitholder to acquire the Exchange
Shares.


 


ARTICLE
IV


 


section
4.1  Addresses and Notices. All notices, requests,
claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly
given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered
or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such
other address for a party as shall be as specified in a notice given in accordance with this Section 4.1):


 


(a)      If
to the Corporation, to:


 


Sidoti & Company, Inc.

122 East 42nd Street


4th Floor


New York, NY 10168

Attention: Chief Executive Officer

Fax: (212) 297-9166

Electronic Mail: psidoti@sidoti.com


 


With a copy to:


 


Anna T. Pinedo, Esq.


Morrison & Foerster LLP


250 West 55th Street


New York, NY 10019


Fax: (212) 468-7900


Electronic Mail: apinedo@mofo.com


 




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(b)      If
to any LLC Unitholder, to the address and other contact information set forth in the records of SHC from time to time.


 


section
4.2  Further Action. The parties hereto shall execute and deliver all documents, provide all information
and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.


 


section
4.3  Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties
hereto and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives
and assigns.


 


section
4.4  Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable
of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially
adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto
as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.


 


section
4.5  Amendment. The provisions of this Agreement may be amended only by the affirmative vote or written
consent of each of (i) the Corporation and (ii) LLC Unitholders holding at least two thirds of the then outstanding LLC Units (excluding
LLC Units held by the Corporation); provided that except as otherwise provided herein, no amendment may materially and adversely
affect the rights of an LLC Unitholder, as such, other than on a pro rata basis with other LLC Unitholders without the consent
of such LLC Unitholder (or, if there is more than one such LLC Unitholder that is so affected, without the consent of a majority
of such affected LLC Unitholder in accordance with their holdings of LLC Units).


 


section
4.6  Waiver. No failure by any party hereto to insist upon the strict performance of any covenant, duty,
agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver
of any such breach of any other covenant, duty, agreement or condition.


 


section
4.7  Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)      Any
and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or
in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including
the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single
arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the
parties hereto to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request
for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct
the proceedings in the English language.


 




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Performance under this Agreement shall continue
if reasonably possible during any arbitration proceedings.


 


(b)     Notwithstanding
the provisions of Section 4.7(a) hereof, the parties hereto may bring an action or special proceeding in any court of competent
jurisdiction for the purpose of compelling a party hereto to arbitrate, seeking temporary or preliminary relief in aid of an arbitration
hereunder, and/or enforcing an arbitration award and, for the purposes of this Section 4.7(b), each party hereto (i) expressly
consents to the application of Section 4.7(c) hereof to any such action or proceeding and (ii) agrees that proof shall not be required
that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would
be inadequate.


 


(c)     (i)      EACH
PARTY HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING
BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 4.7, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED
ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action
or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an
arbitration award. The parties hereto acknowledge that the fora designated by this Section 4.7(c) have a reasonable relation to
this Agreement, and to the parties’ relationship with one another.


 


(ii)    The
parties hereto hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have
to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred
to in the preceding paragraph of this Section 4.7 and the parties hereto agree not to plead or claim the same.


 


section
4.8  Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or
by e-mail delivery of a “.pdf” format data file) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy, by e-mail delivery of a “.pdf”
format data file or other electronic transmission service shall be considered original executed counterparts for purposes of this
Section 4.8.


 


section
4.9  Tax Treatment. The parties hereto intend that the Contribution and Exchange contemplated by this Agreement
will be treated for federal income tax purposes as transfers pursuant to Section 351 of the Code and any corresponding provisions
of applicable state income or franchise tax statutes, with the consequences described in Revenue Ruling 84-111, Situation 3. No
party hereto shall take any position inconsistent with such treatment.


 


section
4.10 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that


 




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the parties hereto shall be entitled to specific
performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.


 


section
4.11  Independent Nature of LLC Unitholders’ Rights and Obligations. The obligations of each LLC
Unitholder hereunder are several and not joint with the obligations of any other LLC Unitholder, and no LLC Unitholder shall be
responsible in any way for the performance of the obligations of any other LLC Unitholder under hereunder. The decision of each
LLC Unitholder to enter into to this Agreement has been made by such LLC Unitholder independently of any other LLC Unitholder.
Nothing contained herein, and no action taken by any LLC Unitholder pursuant hereto, shall be deemed to constitute the LLC Unitholders
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the LLC Unitholders
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby and the
Corporation acknowledges that the LLC Unitholders are not acting in concert or as a group, and the Corporation will not assert
any such claim, with respect to such obligations or the transactions contemplated hereby.


 


section
4.12  Applicable Law. This Agreement shall be governed by, and construed in accordance with, the law of
the State of New York.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed and delivered, all as of the date first set forth above.


 





	 	SIDOTI & COMPANY, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	LLC UNITHOLDERS
	 	 
	 	 
	 	Peter T. Sidoti
	 	 
	 	 
	 	Ann Sidoti
	 	 
	 	Sidoti Family Trust dated March 1, 1999
	 	 
	 	By:	 
	 	 	Peter T. Sidoti, Trustee
	 	 
	 	 
	 	Marie Conway
	 	 
	 	 
	 	Paul Roukis
	 	 
	 	 
	 	Mitra Ramgopal







 


[Signature Page to Contribution and Exchange Agreement]


 




    	 



    	 



    

 


	 	 
	 	Steve Wortman
	 	 
	 	 
	 	Scott Stember
	 	 
	 	 
	 	Michael Coady
	 	 
	 	 
	 	Matt Kempler
	 	 
	 	 
	 	Liz Blanock
	 	 
	 	 
	 	Dorothy Gallie
	 	 
	 	 
	 	David Gold
	 	 
	 	 
	 	Gary Jacobs


 


[Signature Page to Contribution and Exchange Agreement]


 




    	 



    	 



    

 


schedule 1


 


	Name
    of LLC Unitholder	Number
    of LLC Units

    Subject to the Contribution

    and Exchange	Number
    of Exchange Shares
	Peter T. Sidoti	 	 
	 	 	 
	Ann Sidoti	 	 
	 	 	 
	Sidoti Family Trust dated March 1, 1999	 	 
	 	 	 
	Marie Conway	 	 
	 	 	 
	Paul Roukis	 	 
	 	 	 
	Mitra Ramgopal	 	 
	 	 	 
	Steve Wortman	 	 
	 	 	 
	Scott Stember	 	 
	 	 	 
	Michael Coady	 	 
	 	 	 
	Matt Kempler	 	 
	 	 	 
	Liz Blanock	 	 
	 	 	 
	Dorothy Gallie	 	 
	 	 	 
	David Gold	 	 
	 	 	 
	Gary Jacobs