Exhibit 10.6


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (including
Appendix A hereto, as such appendix may be amended from time to time pursuant to the provisions hereof, this “Agreement”),
is made and entered into as of [______], 2015, by and among Sidoti & Company, Inc., a Delaware corporation (the “Company”),
and the Covered Persons (as defined herein) party hereto.


 


WHEREAS, the Covered Persons are holders
of unregistered shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”);
and


 


WHEREAS, the Company desires to provide
the Covered Persons with registration rights with respect to the shares of Common Stock they may hold from time to time.


 


NOW, THEREFORE, in consideration of the
premises and of the mutual agreements, covenants and provisions herein contained, the parties hereto agree as follows:


 


ARTICLE
I


DEFINITIONS
AND OTHER MATTERS


 


Section 1.1          Definitions.  Capitalized
terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in
this Section 1.1:


 


“Beneficial Owner” has
the meaning set forth in Rule 13d-3 under the Exchange Act.


 


“Board” means the Board
of Directors of the Company.


 


“Common Stock” has the
meaning ascribed to such term in the Recitals.


 


“Company” has the meaning
ascribed to such term in the preamble.


 


“Covered Person” means
those persons, other than the Company, who are parties to this Agreement.


 


“Demand Registration”
has the meaning ascribed to such term in Section 2.1(a) hereof.


 


“Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“FINRA” means the Financial
Industry Regulatory Authority, Inc.


 


“Follow-on Holdback Period”
has the meaning ascribed to such term in Section 2.4 hereof.


 


“Governmental Authority”
means any national, local or foreign (including U.S. federal, state or local) or supranational (including European Union) governmental,
judicial, administrative or regulatory (including self-regulatory) agency, commission, department, board, bureau, entity or authority
of competent jurisdiction.


 




    	 



    	 



    

 


“Holdback Extension”
has the meaning ascribed to such term in Section 2.4 hereof.


 


“Incidental Registration”
has the meaning ascribed to such term in Section 2.3(a) hereof.


 


“Indemnified Parties”
has the meaning ascribed to such term in Section 2.6 hereof.


 


“IPO” has the meaning
ascribed to such term in Section 2.4 hereof.


 


“IPO Holdback Period”
has the meaning ascribed to such term in Section 2.4 hereof.


 


“Other Registration Rights”
has the meaning ascribed to such term in Section 2.3(b)(i) hereof.


 


“Public Offering” means
an underwritten public offering, or any public offering led by underwriters on a best efforts or firm commitment basis, pursuant
to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or
Form S-8 or any similar or successor form.  As used herein, “underwriter” shall mean any underwriter
or agent acting in such capacity in a Public Offering.


 


“Registrable Securities”
means, with respect to a Covered Person, the shares of Common Stock held by such Covered Person from time to time, upon original
issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent
holder and any shares or other securities issued in respect of such Registrable Securities by reason of or in connection with any
stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange for or replacement
of such Registrable Securities or any combination of shares, recapitalization, merger or consolidation, or any other equity securities
issued pursuant to any other pro rata distribution with respect to the Common Stock.  For purposes of this Agreement,
with respect to a Covered Person, Registrable Securities shall cease to be Registrable Securities when and to the extent that (i)
such Registrable Securities (x) have been sold in a transaction registered under the Securities Act, (y) have been sold pursuant
to Rule 144 under the Securities Act (or any successor provision then in effect) (“Rule 144”) or (z) in the
case of any Registrable Securities that are not “restricted securities” for purposes of Rule 144, have been sold by
a Covered Person who is not an “affiliate” of the Company for purposes of Rule 144 in reliance upon Section 4(a)(1)
of the Securities Act, (ii) the holder of such Registrable Securities is not an “affiliate” of the Company for purposes
of Rule 144 and is eligible to sell all Registrable Securities held by such person pursuant to Rule 144(b)(1) in any three-month
period without limitation under any of the other requirements of Rule 144, (iii) in the case of any Registrable Securities that
are not “restricted securities” for purposes of Rule 144, the Covered Person is not an “affiliate” of the
Company for purposes of Rule 144 and is eligible to publicly sell such securities in reliance upon Section 4(a)(1) of the Securities
Act (or any successor provision then in effect), provided that such Covered Person, together with its affiliates, owns less than
three percent (3%) of the then outstanding shares of Common Stock on a fully-diluted basis; or (iv) such Registrable Securities
cease to be outstanding.


 


“Registration Expenses”
means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including
all (i) SEC and securities resale registration and filing fees, and all other fees and expenses payable in connection with the


 




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listing of securities on any securities exchange
or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws
(including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities
registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements,
prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and
printing expenses, (v) internal expenses of the Company (including, without limitation, all salaries and expenses of the officers
and employees of the Company performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the
Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses
relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort
letters requested pursuant to Section 2.4(i) hereof), (vii) reasonable fees and expenses of any special experts retained by the
Company in connection with such registration, (viii) reasonable fees, out-of-pocket costs and expenses of the Covered Persons,
including one counsel for all of the Covered Persons participating in the offering, (ix) fees and expenses in connection with any
review by FINRA of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified
independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable
to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements,
any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the
offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses
and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to
any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing
or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities,
including expenses relating to any presentations to rating agencies, and (xv) all out-of-pocket costs and expenses incurred by
the Company or its appropriate officers in connection with their compliance with Section 2.5(m) hereof.


 


“SEC” means the Securities
and Exchange Commission.


 


“Securities Act” means
the U.S.  Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shelf Period” has the
meaning ascribed such term in Section 2.2(b) hereof.


 


“Shelf Registration”
has the meaning ascribed to such term in Section 2.2(a) hereof.


 


“Shelf Registration Statement”
has the meaning ascribed to such term in Section 2.2(a) hereof.


 


“Suspension” has the
meaning ascribed to such term in Section 2.5(k) hereof.


 


“Suspension Period” has
the meaning ascribed to such term in Section 2.5(k) hereof.


 




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Section 1.2          Definitions Generally.  Wherever
required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall
include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed
to refer to such agreement, document or instrument as amended, supplemented or modified from time to time.  When used
herein:


 


(a)          the word “or”
is not exclusive;


 


(b)          the words “including,”
“includes,” “included” and “include” are deemed to be followed by the words “without
limitation”;


 


(c)          the terms “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to
any particular section, paragraph or subdivision;


 


(d)          the word “person”
means any individual, corporation, limited liability company, trust, joint venture, association, company, partnership or other
legal entity or a government or any department or agency thereof or self-regulatory organization; and


 


(e)          all section, paragraph
or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit,
annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes and schedules
to this Agreement.


 


ARTICLE
II


REGISTRATION
RIGHTS


 


Section 2.1          Demand Registration.


 


(a)          Upon the written request
of any Covered Person at any time after the expiration of the IPO Holdback Period (as defined herein), the Company shall use its
commercially reasonable efforts to file with the SEC promptly, and cause to be declared effective under the Securities Act by the
SEC promptly thereafter, up to five (5) registration statements (each, a “Demand Registration”) each covering
the registration for resale of at least twenty percent (20%) of the Registrable Securities held by all of the Covered Persons.


 


(b)          In connection with any
Demand Registration, regardless of whether such registration is effected, the Covered Persons participating in such Demand Registration
shall be liable for and pay all Registration Expenses.


 


(c)          Upon notice to each Covered
Person, the Company may postpone effecting a registration pursuant to this Section 2.1 for a reasonable time specified in the notice
but not exceeding sixty (60) days (which period may not be extended or renewed), if (i) the Board shall determine in good faith
that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation
of which had then been commenced or (ii) the Company is in possession of material non-


 




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public information the disclosure
of which during the period specified in such notice the Board believes in good faith would not be in the best interests of the
Company.


 


Section 2.2           Shelf Registration.


 


(a)          On or after the first anniversary
of the closing of the IPO (as defined herein), upon the written request of any Covered Person, the Company shall use its commercially
reasonable efforts to file with the SEC promptly, and cause to be declared effective under the Securities Act by the SEC promptly
thereafter, a registration statement on either (i) Form S-3 or (ii) if the Company is not permitted to file a registration statement
on Form S-3, an evergreen registration statement on Form S-1 (in each case for an offering to be made on a continuous basis pursuant
to Rule 415 (or any successor provision) under the Securities Act, covering all of the Registrable Securities held by all of the
Covered Persons (a “Shelf Registration Statement”).


 


(b)          The Company shall use its
reasonable best efforts to keep any Shelf Registration Statement continuously effective under the Securities Act in order to permit
the prospectus (including all amendments and supplement thereto) forming a part thereof to be usable by the Covered Persons until
the date of the earlier to occur of (i) such Registrable Securities (x) have been sold in a transaction registered under the Securities
Act, (y) have been sold pursuant to Rule 144 under the Securities Act (or any successor provision then in effect) (“Rule
144”) or (z) in the case of any Registrable Securities that are not “restricted securities” for purposes
of Rule 144, have been sold by a Covered Person who is not an “affiliate” of the Company for purposes of Rule 144 in
reliance upon Section 4(a)(1) of the Securities Act, (ii) the holder of such Registrable Securities is not an “affiliate”
of the Company for purposes of Rule 144 and is eligible to sell all Registrable Securities held by such person pursuant to Rule
144(b)(1) in any three-month period without limitation under any of the other requirements of Rule 144, (iii) in the case of any
Registrable Securities that are not “restricted securities” for purposes of Rule 144, the Covered Person is not an
“affiliate” of the Company for purposes of Rule 144 and is eligible to publicly sell such securities in reliance upon
Section 4(a)(1) of the Securities Act (or any successor provision then in effect), provided that such Covered Person, together
with its affiliates, owns less than three percent (3%) of the then outstanding shares of Common Stock on a fully-diluted basis;
or (iv) such Registrable Securities cease to be outstanding (such period of effectiveness, the “Shelf Period”).  The
Company shall not be deemed to have used its reasonable best efforts to keep a Shelf Registration Statement effective during the
Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in a Covered Person not
being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period,
unless such action or omission is (x) a Suspension (as defined herein) or (y) required by applicable law, rule or regulation.


 


(c)          Upon notice to each Covered
Person, the Company may postpone effecting a registration pursuant to this Section 2.2 for a reasonable time specified in the notice
but not exceeding sixty (60) days (which period may not be extended or renewed), if (i) the Board shall determine in good faith
that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation


 




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of which had then been commenced
or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in
such notice the Board believes in good faith would not be in the best interests of the Company.


 


Section 2.3           Incidental Registration.


 


(a)          Requests for Incidental
Registration.  At any time the Company proposes to register any shares of Common Stock under the Securities Act (other
than a Demand Registration, Shelf Registration or registrations on such form(s) solely for registration of shares of Common Stock
in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), whether or not for sale
for its own account, the Company will give written notice to each holder of Registrable Securities at least thirty (30) days prior
to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such
holder’s rights under this Section 2.3.  Upon the written request of any holder of Registrable Securities made
within twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed
of by such holder), the Company will use its best efforts to effect the registration (each, an “Incidental Registration”)
under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register
by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities
and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration, the Company
shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give
written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination
not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 2.3
in connection with such registration, and (b) in the case of a determination to delay registration, the Company shall be permitted
to delay registering any Registrable Securities under this Section 2.3 during the period that the registration of such other securities
is delayed.


 


(b)          Priority on Incidental
Registration.  If the sole or managing underwriter of a registration advises the Company in writing that in its opinion
the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities
and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered,
the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the Registrable
Securities and other securities of the Company in the following order of priority:


 


(i)          first, the greatest number
of securities of the Company proposed to be included in such registration by the Company for its own account and by holders of
registration rights granted other than pursuant to this Agreement (“Other Registration Rights”) that have priority
over the Incidental Registration rights granted to holders of Registrable Securities under this Agreement, which in the opinion
of such underwriters can be so sold; and


 




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(ii)         second, after all securities
that the Company proposes to register for its own account or for the accounts of holders of Other Registration Rights that have
priority over the Incidental Registration rights under this Agreement have been included, the greatest amount of Registrable Securities
and securities having Other Registration Rights that are pari passu with Registrable Securities, in each case requested to be registered
by the holders thereof which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution
of the securities being offered, the price that will be paid in such offering or the marketability thereof, ratably among the holders
of Registrable Securities (whether requested to be registered pursuant to Sections 2.1 and 2.2. hereof or this Section 2.3) and
securities subject to such Other Registration Rights based on the respective amounts of Registrable Securities and securities subject
to such Other Registration Rights held by each such holder.


 


(c)          Upon delivering a request
under this Section 2.3, a Covered Person will, if requested by the Company, execute and deliver a custody agreement and power of
attorney in form and substance reasonably satisfactory to the Company with respect to such Covered Person’s Securities to
be registered pursuant to this Section 2.3 (a “Custody Agreement and Power of Attorney”).  The Custody
Agreement and Power of Attorney will provide, among other things, that the Covered Person will deliver to and deposit in custody
with the custodian and attorney-in-fact named therein a certificate or certificates representing such Securities (duly endorsed
in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint
said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such
Covered Person’s behalf with respect to the matters specified therein.  Such Covered Person also agrees to execute
such other agreements as the Company may reasonably request to further evidence the provisions of this Section 2.3.


 


(d)          Notwithstanding anything
to the contrary herein, after the time the Company has caused to become effective a Resale Registration, covering all shares to
be registered pursuant to Sections 2.1 and 2.2 hereof, and continuing for so long as such Resale Registration remains effective
and available for use, any Covered Person who is not an “affiliate” of the Company for purposes of Rule 144 or the
holder of at least [three percent (3%)] of the then-outstanding shares of Common Stock on a fully-diluted basis shall cease to
have any Incidental Registration rights pursuant to this Section 2.3.


 


Section 2.4          Holdback Agreements.  Each
Covered Person agrees that if requested in writing in connection with an underwritten offering made pursuant to a Registration
Statement for which such Covered Person has registration rights pursuant to this Article II by the managing underwriter or underwriters
of such underwritten offering, such holder will not effect any public sale or distribution of any of the securities being registered
(except as part of such underwritten offering), during the period beginning ten (10) days prior to, and ending one hundred eighty
(180) days after, the effective date of the Company’s initial public offering (“IPO”) of shares of Common
Stock (the “IPO Holdback Period”), except as part of such initial public offering, or, in the case of any subsequent
underwritten offering pursuant to this Agreement, during the period beginning seven (7) days prior to, and ending ninety (90) days
after, the effective date of any


 




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such subsequent underwritten registration
(the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter
period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all
Covered Persons).  Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not
an executive officer or director of the Company or a selling stockholder in such offering and (ii) holds, together with its affiliates,
less than [one percent (1%)] of the then-outstanding shares of Common Stock.


 


Section 2.5          Registration Procedures.  In
connection with any request by a holder of Registrable Securities that such Registrable Securities be registered pursuant to Section
2.3 hereof, all of the paragraphs of this Section 2.5 shall be applicable, and in connection with any Resale Registration pursuant
to Sections 2.1 and 2.2 hereof, paragraphs (a), (c), (d), (e), (f), (j), (k), (l) and (n) of this Section 2.5 shall be applicable:


 


(a)          The Company shall as expeditiously
as reasonably practicable prepare and file with the SEC a registration statement on any form for which the Company then qualifies
or that counsel for the Company shall deem appropriate and which form shall be available for the registration of the Registrable
Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its commercially
reasonable efforts to cause such filed registration statement to become and remain effective for a period of not less than forty
(40) days.


 


(b)          Prior to filing a registration
statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each Covered Person
and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration
statement as proposed to be filed, and thereafter the Company shall furnish to such Covered Person and underwriter, if any, such
number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and
such other documents as such Covered Person or underwriter may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Covered Person.  The Covered Person shall have the right to request that the Company
modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Covered Person
and the Company shall use its all commercially reasonable efforts to comply with such request, provided, however, that the Company
shall not have any obligation to so modify any information if the Company reasonably expects that so doing would cause the prospectus
to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading.


 


(c)          After the filing of the
registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement,
and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable
period in


 




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accordance with the intended methods
of disposition by the Covered Person thereof set forth in such registration statement or supplement to such prospectus and (iii)
promptly notify each Covered Person holding Registrable Securities covered by such registration statement of any stop order issued
or threatened by the SEC suspending the effectiveness of such registration statement or any state securities commission and take
all commercially reasonable efforts to prevent the entry of such stop order or to obtain the withdrawal of such order if entered.


 


(d)         To the extent any “free
writing prospectus” (as defined in Rule 405 under the Securities Act) is used, the Company shall file with the SEC any free
writing prospectus that is required to be filed by the Company with the SEC in accordance with the Securities Act and retain any
free writing prospectus not required to be filed.


 


(e)          The Company shall use its
commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement under
such other securities or “blue sky” laws of such jurisdictions in the United States as any Covered Person holding such
Registrable Securities or each underwriter, if any, reasonably (in light of such member’s intended plan of distribution)
requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be
reasonably necessary or advisable to enable such Covered Person to consummate the disposition of the Registrable Securities owned
by such person, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 2.4(e), (B) subject itself to taxation in any such jurisdiction
or (C) consent to general service of process in any such jurisdiction.


 


(f)          The Company shall immediately
notify each Covered Person holding such Registrable Securities covered by such registration statement or each underwriter, if any,
at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available
to each such Covered Person or underwriter, if any, and file with the SEC any such supplement or amendment.


 


(g)         In connection with any
Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and
take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities
in any such Public Offering, including if necessary the engagement of a “qualified independent underwriter” in connection
with the qualification of the underwriting arrangements with FINRA.


 




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(h)         Subject to the execution
of confidentiality agreements satisfactory in form and substance to the Company in the exercise of its good faith judgment, pursuant
to the reasonable request of a Covered Person or underwriter (if any), the Company will give to each Covered Person, each underwriter
(if any) and their respective counsel and accountants (i) reasonable and customary access to its books and records and (ii) such
opportunities to discuss the business of the Company with its directors, officers, employees, counsel and the independent public
accountants who have certified its financial statements, as shall be appropriate, in the reasonable judgment of counsel to such
Covered Person or underwriter, to enable them to exercise their due diligence responsibility.


 


(i)           The Company shall use its
commercially reasonable efforts to furnish to each Covered Person and to each such underwriter, if any, a signed counterpart, addressed
to such person or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters
from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily
covered by opinions or comfort letters, as the case may be, as the Covered Person or underwriter reasonably requests.


 


(j)           Each Covered Person shall
promptly furnish in writing to the Company the information set forth in Appendix A hereto and such other information regarding
itself, the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information
as may be legally required or advisable in connection with such registration.


 


(k)          Each Covered Person and
each underwriter, if any, agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 2.4(f) hereof, such Covered Person or underwriter shall forthwith discontinue disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities until such Covered Person’s or underwriter’s
receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.5(f) hereof, provided, however, that,
upon written notice to each Covered Person and each underwriter, if any, and for a reasonable time specified in the notice but
not exceeding sixty (60) days thereafter or ninety (90) days in any 365 day period (the “Suspension Period”),
the Company may suspend the use or effectiveness of any registration statement (a “Suspension”) if the Company’s
Board reasonably believes that the Company is in possession of material non-public information, the failure of which to be disclosed
in the prospectus included in the registration statement could constitute a material misstatement or omission; and, if so directed
by the Company, such Covered Person or underwriter shall deliver to the Company all copies, other than any permanent file copies
then in such Covered Person’s possession, of the most recent prospectus covering such Registrable Securities at the time
of receipt of such notice.  If the Company shall give such notice, the Company shall extend the period during which such
registration statement shall be maintained effective (including the period referred to in Section 2.5(a) hereof) by the number
of days during the period from and including the date of the giving of notice pursuant to Section 2.5(f) hereof to the date when
the Company shall make available to


 




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such Covered Person a prospectus
supplemented or amended to conform with the requirements of Section 2.5(f) hereof.


 


(l)           The Company shall use its
commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any securities exchange
or quotation system on which any of the Registrable Securities are then listed or traded.


 


(m)         The Company shall cause
appropriate officers of the Company to (i) prepare and make presentations at any “road shows” and before analysts and
rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise
use their commercially reasonable efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or
selling of the Registrable Securities.


 


(n)         The Company shall cooperate
with the Covered Persons to facilitate the timely delivery of Registrable Securities to be sold, which shall not bear any restrictive
legends, and to enable such Registrable Securities to be issued in such denominations and registered in such names as such Covered
Persons may reasonably request at least two (2) business days prior to the closing of any sale of Registrable Securities.


 


Section 2.6           Indemnification by the
Company.  In the event of any registration of any Registrable Securities of the Company under the Securities Act
pursuant to this Article II, the Company will, and it hereby does, indemnify and hold harmless, to the extent permitted by law,
a Covered Person, each affiliate of such Covered Person and their respective directors and officers or general and limited partners
or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the
foregoing) and each other person, if any, who controls such seller within the meaning of the Securities Act (collectively, the
“Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without
limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as
such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such
Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement
of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required
to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement
thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable to
any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required
to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement
thereto, in reliance


 




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upon and in conformity with written information
furnished to the Company with respect to such seller or any underwriter specifically for use in the preparation thereof.


 


Section 2.7          Indemnification by Covered
Persons.  Each Covered Person hereby indemnifies and holds harmless, and the Company may require, as a condition
to including any Registrable Securities in any registration statement filed in accordance with this Article II, that the Company
shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold harmless, the Company
and all other prospective sellers of Registrable Securities, each officer of the Company who signed the Registration Statement
and each person, if any, who controls the Company and all other prospective sellers of Registrable Securities within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in Section
2.6 hereof, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information
furnished to the Company with respect to such seller or any underwriter specifically for use in the preparation of such registration
statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant
to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto.  Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of the
Covered Persons or any underwriter, or any of their respective affiliates, directors, officers or controlling persons and shall
survive the transfer of such securities by such person.  In no event shall any such indemnification liability of any
Covered Person be greater in amount than the dollar amount of the proceeds received by such Covered Person upon the sale of the
Registrable Securities giving rise to such indemnification obligation.


 


Section 2.8          Conduct of Indemnification
Proceedings.  Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any
action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article II, such Indemnified
Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the
commencement of such action; provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve
the indemnifying party of its obligations under this Article II, except to the extent that the indemnifying party is materially
prejudiced by such failure to give notice.


 


In case any such action is brought against
an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified
Party and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party
of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation.  It
is understood and agreed that the indemnifying person shall not, in connection with any proceeding or related proceeding in the
same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all
Indemnified Parties, and that all such fees and


 




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expenses shall be reimbursed as they are incurred.  Any
such separate firm (x) for any Covered Person, its affiliates, directors and officers and any control persons of such Indemnified
Party shall be designated in writing by such Covered Person, (y) in all other cases shall be designated in writing by the Board.  The
indemnifying person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled
with such consent or if there be a final judgment for the plaintiff, the indemnifying person agrees to indemnify each Indemnified
Party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying person shall,
without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect
of which any Indemnified Party is or could have been a party and indemnification could have been sought hereunder by such Indemnified
Party, unless such settlement (A) includes an unconditional release of such Indemnified Party, in form and substance reasonably
satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (B) does
not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.


 


Section 2.9          Contribution.  If
the indemnification provided for in this Article II from the indemnifying party is unavailable to an Indemnified Party hereunder
in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses,
as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and Indemnified
Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such action.  The amount paid or payable by a party under this Section 2.9 as a
result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.


 


The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 2.9 were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation.


 


Section 2.10        Participation in Public
Offering.  No Covered Person may participate in any Public Offering hereunder unless such Covered Person (a) agrees
to sell such Covered Person’s securities on the basis provided in any underwriting arrangements approved by the Covered Persons
entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other


 




    	13



    	 



    

 


documents reasonably required under the terms
of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.


 


Section 2.11        Other Indemnification.  Indemnification
similar to that specified herein (with appropriate modifications) shall be given by the Company and the Covered Person participating
therein with respect to any required registration or other qualification of securities under any federal or state law or regulation
or Governmental Authority other than the Securities Act.


 


Section 2.12        Rule 144.  At
all times after the Company effects the initial public offering of shares of Common Stock, the Company shall use its commercially
reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and
regulations promulgated thereunder (or, if the Company is not required to file such reports, upon the request of any Covered Person,
to make publicly available such information as may be required to be provided under Rule 144), and will use commercially reasonable
efforts to take such further action as any Covered Person may reasonably request, all to the extent required from time to time
to enable such Covered Person to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144, as such rule may be amended from time to time, or (ii) any similar rule or regulation
hereafter adopted by the SEC.  Upon the request of any Covered Person, the Company shall deliver to such Covered Person
a written statement as to whether it has complied with such requirements.  Notwithstanding anything contained in this
Section 2.12, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to do so pursuant to the
Exchange Act and the rules and regulations thereunder.


 


Section 2.13        Parties in Interest.  Each
Covered Person shall be entitled to receive the benefits of this Agreement and shall be bound by the terms and provisions of this
Agreement by reason of such Covered Person’s election to participate in a registration under this Article II.  


 


Section 2.14        Acknowledgement Regarding
the Company.  All determinations necessary or advisable under this Article II shall be made by the Board, the determinations
of which shall be final and binding.


 


Section 2.15        Mergers, Recapitalizations,
Exchanges or Other Transactions Affecting Registrable Securities.  The provisions of this Agreement shall apply to
the full extent set forth herein with respect to the Registrable Securities, to any and all securities of the Company or any successor
or assign of any such person (whether by merger, amalgamation, consolidation, sale of assets or otherwise) that may be issued in
respect of, in exchange for, or in substitution of such Registrable Securities, by reason of any dividend, split, issuance, reverse
split, combination, recapitalization, reclassification, merger, amalgamation, consolidation or otherwise.


 




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ARTICLE
III


MISCELLANEOUS


 


Section 3.1          Term of the Agreement;
Termination of Certain Provisions.


 


(a)          This Agreement will terminate
on the three (3) year anniversary of the IPO.  This Agreement may be amended only with the consent of the Company and
the Covered Persons.


 


(b)         Unless this Agreement is
theretofore terminated pursuant to Section 3.1(a) hereof, a Covered Person shall be bound by the provisions of this Agreement with
respect to any Registrable Securities until such time as such Covered Person ceases to hold any Registrable Securities.  Thereafter,
such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 2.7, 2.8, 2.9 and 2.11 hereof
and this Article III.


 


Section 3.2          Assignment; Successors.  This
Agreement shall be binding upon and inure to the benefit of the respective legatees, legal representatives, successors and assigns
of the Covered Persons; provided, however, that a Covered Person may not assign this Agreement or any of his rights or obligations
hereunder, and any purported assignment in breach hereof by a Covered Person shall be void except for any transfer to a Permitted
Transferee in accordance with this Agreement; and provided further that no assignment of this Agreement by the Company or to a
successor of the Company (by operation of law or otherwise) shall be valid unless such assignment is made to a person which succeeds
to the business of such person substantially as an entirety.


 


Section 3.3          Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Section 3.4          Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law
or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.


 


Section 3.5          Entire Agreement.  Except
as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto
with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by
or among the parties, written or oral, which may have related to the subject matter hereof in any way.


 


Section 3.6          Successors and Assigns;
Certain Transferees Bound Hereby.  Except as otherwise provided herein, this Agreement shall bind and inure to the
benefit of and be enforceable by each of the Company and its successors and assigns, and by the Covered Persons and their respective
successors and assigns so long as they hold shares of Common Stock.


 


Section 3.7          Counterparts.  This
Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute
one and the same agreement.


 




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Section 3.8          Remedies.  The
Company and the Covered Persons shall be entitled to enforce their rights under this Agreement specifically, to recover damages
by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise all other rights existing
in their favor.  The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any
breach of the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, the Company
or any Covered Person may in its or his sole discretion apply to any court of law or equity of competent jurisdiction for specific
performance and/or other injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation
of the provisions of this Agreement.


 


Section 3.9          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 3.9):


 


(a)          If to the Company at:


 


Sidoti & Company, Inc.


122 East 42nd Street


4th Floor


New York, NY 10168


Attention: Chief Executive Officer


 


with a copy to:


 


Morrison & Foerster LLP


250 West 55th Street


New York, New York 10009


Attention: Anna T. Pinedo, Esq.


 


(b)         If to any Covered Person,
to the address and other contact information set forth in the records the Company or any predecessor entity, or as otherwise specified
by such Covered Person in writing to the Company.


 


Section 3.10        Specific Performance.  Each
party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would
be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other
remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining
order, a temporary or permanent injunction or any other equitable remedy that may be then available.


 


Section 3.11        Descriptive Headings.  The
descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.


 


[Remainder of Page
Intentionally Left Blank]


 




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IN WITNESS WHEREOF, the parties hereto have
duly executed or caused to be duly executed this Agreement as of the date first written above.


 


	 	SIDOTI & COMPANY, INC.
	 	 
	 	By:  	 
	 	 	Name: Peter T. Sidoti
	 	 	Title:   Chief Executive Officer and Chairman
	 	 
	 	 
	 	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 Registration Rights
Agreement]


 




    	 



    	 



    

 


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


 


[Signature Page to Registration Rights
Agreement]


 




    	 



    	 



    

 


Appendix A


 


SIDOTI & COMPANY,
INC.


 


Covered Person Questionnaire


 


The undersigned Covered Person understands
that the Company has filed or intends to file with the SEC a registration statement for the registration of the shares of Common
Stock (as such may be amended, the “Registration Statement”), in accordance with Section 2.2 of the Registration
Rights Agreement, dated as of [______], 2015 (the “Registration Rights Agreement”), among the Company and the
Covered Persons party thereto.  A copy of the Agreement is available from the Company upon request at the address set
forth below.  All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in
the Registration Rights Agreement.


 


NOTICE


 


The undersigned Covered Person hereby gives
notice to the Company of its intention to register Registrable Securities beneficially owned by it and listed below in Item 3 (unless
otherwise specified under Item 3) pursuant to the Registration Statement.  The undersigned, by signing and returning
this Questionnaire, understands that it will be bound by the terms and conditions of this Questionnaire and the Registration Rights
Agreement.


 


Pursuant to the Registration Rights Agreement,
the undersigned has agreed to indemnify and hold harmless the Company and all other prospective sellers of Registrable Securities,
each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company and all other
prospective sellers of Registrable Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and liabilities arising in connection with statements made or omissions
concerning the undersigned in the Registration Statement, prospectus, any free writing prospectus or any “issuer information”
in reliance upon the information provided in this Questionnaire.


 


The undersigned Covered Person hereby provides
the following information to the Company and represents and warrants that such information is accurate and complete:


 


QUESTIONNAIRE


 


		1.	Name.



 


(a)           Full Legal Name of Covered Person:


 


(b)           Full Legal Name of Covered Person
(if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:


 


(c)           Full Legal name of DTC participant
(if applicable and if not the same as (b) above) through which Registrable Securities listed in Item 3 below are held:


 




    	A-1



    	 



    

 


(d)           Full Legal Name of natural control
person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the Registrable
Securities listed in Item 3 below):


 


		2.	Address for Notices to Covered Person:



 


Telephone:


Fax:


Email:


Contact Person:


 


		3.	Beneficial Ownership of Registrable Securities:



 


Number of Registrable Securities beneficially
owned:


 


		4.	Broker-Dealer Status:



 


(a)          Are you a broker-dealer?


 


Yes                ̈               No                ̈


 


Note:     If yes, the SEC’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


(b)          Are you an affiliate of a broker-dealer?


 


Yes                ̈               No                ̈


 


If yes, please identify the broker-dealer
with whom the Covered Person is affiliated and the nature of the affiliation:


 


		(c)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course
of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
directly or indirectly, with any person to distribute the Registrable Securities?



 


Yes                ̈               No                ̈


 


Note:     If no, the SEC’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


		(d)	If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you
consent to being named as an underwriter in the Registration Statement?



 


Yes                ̈               No                ̈


 




    	A-2



    	 



    

 


		5.	Beneficial Ownership of Other Securities of the Company
Owned by the Covered Person.



 


Except as set forth below in
this Item 5, the undersigned Covered Person is not the beneficial or registered owner of any securities of the Company other than
the Registrable Securities listed above in Item 3.


 


Type and Amount of Other Securities beneficially
owned by the Covered Person:


 


		6.	Relationships with the Company:



 


Except as set forth below, neither
the undersigned Covered Person nor any of its affiliates, officers, directors or principal equity holders (owners of five percent
(5%) or more of the equity securities of the undersigned) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


The undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and
at any time while the Registration Statement remains in effect.


 


By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information
in the Registration Statement and the related prospectus.  The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.


 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


	Dated:	 	 	Beneficial Owner:	 


 


	 	By:	 
	 	 	  Name:
	 	 	  Title:


 




    	A-3



    	 



    

 


PLEASE SEND A COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE
BY FAX OR ELECTRONIC MAIL, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, 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


 




    	A-4