Exhibit 10.9


 


FORM of ESCROW
AGREEMENT


 


This Escrow Agreement (“Escrow Agreement”),
dated as of __________, 2015, is entered into, by and among Sidoti & Company, Inc., a Delaware corporation (the “Company”),
WR Hambrecht + Co., LLC, as representative for the underwriters party to that certain Underwriting Agreement dated as of the date
hereof (the “Underwriters”) and American Stock Transfer & Trust Company, LLC a financial institution chartered
under the laws of the State of New York (the “Escrow Agent”).


 


WHEREAS, the Company and the Underwriters
have entered into the Underwriting Agreement dated as of the date hereof, pursuant to which the Company proposes to issue and sell
a minimum of [          ] shares (the “Minimum Amount”) of common
stock, par value $0.001 (the “Common Stock”), of the Company (the “Minimum Shares”) and an additional [        ]
shares (together with the Minimum Amount, the “Maximum Amount”) of Common Stock (the “Additional Shares”
and, together with the Minimum Shares, the “Shares”) to certain investors (the “Investors”);


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission a registration statement on Form S-1 (Registration No. 333-199557) (which, together with all amendments
or supplements thereto, is referred to herein as the “Registration Statement”);


 


WHEREAS, the Underwriters propose to offer
the Shares to the Investors on behalf of the Company on a best efforts only basis and to receive subscriptions from such Investors
for at least the Minimum Amount and at most the Maximum Amount being offered;


 


WHEREAS, with respect to all subscription
payments received from subscribers (the “Subscription Payments”), the parties propose to establish an escrow account
with a bank and the Escrow Agent will undertake the escrow administration; and


 


WHEREAS, the parties hereto desire to establish
the terms and conditions pursuant to which the escrow account will be established and maintained.


 


NOW THEREFORE, it is agreed as follows:


 


1.          Appointment
of Agent and Establishment of Escrow. The Company hereby appoints the Escrow Agent as escrow agent and the Escrow Agent hereby
accepts such appointment, each in accordance with the terms and conditions set forth herein. The Escrow Agent hereby agrees to
establish a non-interest bearing trust account with [Name of Bank] pursuant to Rule 15c2-4 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the “Escrow Account”), for the Subscription Payments
received and to receive and disburse the proceeds from such Subscription Payments in accordance with the terms and conditions of
this Escrow Agreement.


 


2.          Delivery
of Subscription Proceeds. The Escrow Agent is hereby empowered on behalf of the Company and the Underwriters to endorse and
collect in the designated bank account all wire funds transfers received evidencing the Subscription Payments


 




    	 



    	 



    

 


of the subscribers, which will be made payable
to “American Stock Transfer & Trust Company, LLC, as Escrow Agent for Sidoti & Company, Inc.,” delivered in
payment for the Shares (the “Escrowed Property”). The Escrow Agent, upon receipt of funds from the Underwriters, on
behalf of the Investors, or the Investors, shall credit such funds to the Escrow Account.


 


3.          List
of Subscribers. The Underwriters shall furnish or cause to be furnished to the Escrow Agent and the Company, at the time of
each receipt of funds pursuant to Section 2 hereof, a list, substantially in the form of Exhibit A hereto, containing
the name, the address, the number of Shares subscribed for, the Subscription Payment delivered to the Escrow Agent, and the social
security or certified taxpayer identification number, if applicable, of each subscriber whose funds have been received (the “Subscriber
List”).


 


4.          Agent
to Hold and Disburse Funds. The Escrow Agent will hold in a segregated account established for the benefit of the investors
and will disburse all funds received by it pursuant to the terms of this Escrow Agreement, as follows:


 


(a)          (i)
If the Escrow Agent shall receive a (i) written notice, substantially in the form of Exhibit B hereto (an “Offering
Termination Notice”), from the Company and the Underwriters; or (ii) a final and non-appealable order of a court of competent
jurisdiction, a copy of which is delivered to the Escrow Agent by the Company or the Underwriters, that instructs the Escrow Agent
as to the disbursement of the Escrowed Property, the Escrow Agent shall promptly after receipt of such Offering Termination Notice
or court order, and in no event more than five business days thereafter pay to each subscriber listed on the Subscriber List held
by the Escrow Agent pursuant to Section 3 hereof whose total subscription amount shall not have been released pursuant to paragraph (b)
or (c) of this Section 4, by wire transfer of immediately available funds the amount attributable to such subscriber of the
remaining Subscription Payment held by the Escrow Agent as set forth on such Subscriber List held by the Escrow Agent. The Escrow
Agent shall notify the Company and the Underwriters of the distribution of such funds to the subscribers. For the avoidance of
doubt, in the event the Escrow Agent does not receive funds in the amount equal to the proceeds of the sale of the Minimum Amount
(the “Minimum Funds”) prior to the close of business on the date scheduled for receipt of the Minimum Funds, the Company
and the Underwriters agree to deliver to the Offering Termination Notice to the Escrow Agent as described above, and the Escrow
Agent shall make the payments to each subscriber, as described above.  The funds returned to each subscriber shall be free
and clear of any and all claims of the Company or any of its creditors.


 


(b)          In
the event that (i) the Minimum Funds shall have been received by the Escrow Agent on or before the Closing Date and (ii) no
Offering Termination Notice or final and non-appealable court order as set forth in paragraph (a) above shall have been delivered
to the Escrow Agent, the Company and the Underwriters shall deliver to the Escrow Agent a joint written notice, substantially in
the form of Exhibit C hereto (a “Closing Notice”), designating the date on which Shares are to be sold
and delivered to the subscribers thereof as the “Closing Date,” and identifying the subscribers and the number of Shares
to be sold to each subscriber thereof on such Closing Date. Such Closing Notice, unless one of the parties objects, shall be delivered
on the Closing Date. The Escrow Agent, after receipt of such Closing Notice shall, on such Closing Date, pay to the Company and
the Underwriters, if applicable, and the


 




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Escrow Agent, wire transfer of immediately
available funds and otherwise in the manner and amount specified by the Company and the Underwriters in such Closing Notice, an
amount equal to the aggregate of the Subscription Payments paid by the subscribers identified in such Closing Notice for the Shares
to be sold on such Closing Date as set forth on the list held by the Escrow Agent pursuant to Section 3 hereof. The Escrow Agent
shall pay the amounts described in this paragraph only after receipt of the funds in the amount equal to the proceeds of the sale
of the Shares.


 


(c)          If
at any time and from time to time prior to the release of any subscriber’s total subscription amount pursuant to paragraph
(a) or (b) of this Section 4 from the Escrow Account, the Company shall deliver to the Escrow Agent a written notice, substantially
in the form of Exhibit D hereto (a “Subscription Termination Notice”), to the effect that any or all of
the subscriptions of such subscriber have been rejected by the Company (a “Rejected Subscription”), the Escrow Agent 
shall promptly after receipt of such Subscription Termination Notice pay to such subscriber by wire transfer of immediately available
funds the amount of such Rejected Subscription.


 


5.          Exculpation
and Indemnification of Escrow Agent.


 


(a)          The
Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have
no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery
to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to
the other parties hereto or to anyone else by reason of any failure on the part of any party hereto or any maker, guarantor, endorser
or other signatory of any document or any other person to perform such person’s obligations under any such document. Except
for (i) amendments to this Agreement referred to below and (ii) instructions given to the Escrow Agent by the Company and the Underwriters
relating to the funds received by the Escrow Agent under this Agreement, the Escrow Agent shall not be obligated to recognize any
agreement between any and all of the persons referred to herein, notwithstanding that references thereto may be made herein and
whether or not it has knowledge thereof.


 


(b)          The
Escrow Agent shall not be liable to the Company or to anyone else for any action taken or omitted by it, or any action suffered
by it to be taken or omitted, in good faith and in the exercise of its own best judgment. The Escrow Agent may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is
believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall
not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
thereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or
rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto.


 




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(c)          The
Escrow Agent shall not be responsible for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness
of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any
lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the other parties
hereto or to anyone else in any respect on account of the identity, authority or rights of the persons executing or delivering
or purporting to execute or deliver any document or property or this Agreement. The Escrow Agent shall have no responsibility with
respect to the use or application of any funds or other property paid or delivered by the Escrow Agent pursuant to the provisions
hereof. The Escrow Agent shall not be liable to the Company or to anyone else for any loss which may be incurred by reason of any
investment of any monies which it holds hereunder provided the Escrow Agent has complied with the provisions of Section 4(a) hereunder.


 


(d)          The
Escrow Agent shall have the right to assume in the absence of written notice to the contrary from the proper person or persons
that a fact or an event by reason of which an action would or might be taken by the Escrow Agent does not exist or has not occurred,
without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered
by it to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.


 


(e)          The
Escrow Agent does not have, for tax reporting purposes, any interest in the Escrowed Property received hereunder but is serving
as escrow holder only. The parties hereto agree that, for tax reporting purposes, all interest or other income earned from the
investment of the Escrowed Property or any portion thereof in any tax year (i) to the extent such interest or other income is distributed
by the Escrow Agent to any person or entity pursuant to the terms of this Escrow Agreement during such tax year, shall be reported
as allocated to such person or entity, and (ii) otherwise shall be reported as allocated to the subscribers, in proportion to their
respective Subscription Payment as set forth on Exhibit A hereto.


 


(f)          The
Escrow Agent will be indemnified and held harmless by the Company from and against any and all expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving
any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this
Agreement, the services of the Escrow Agent hereunder, the monies or other property held by it hereunder or any income earned from
investment of such monies, except for the Escrow Agent’s gross negligence or misconduct. Promptly after the receipt by the
Escrow Agent or notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall, if
a claim in respect thereof is to be made against the Company, notify the Company thereof in writing, but the failure by the Escrow
Agent to give such notice shall not relieve the Company from any liability which the Company may have to the Escrow Agent hereunder.


 


(g)          For
the purposes hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand
or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the
Escrow Agent, and all costs and expenses, including, but not limited to, reasonable counsel fees and


 




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disbursements, paid or incurred in investigating
or defending against any such claim, demand, action, suit or proceeding.


 


6.          Termination
of Agreement and Resignation of Escrow Agent.


 


(a)          This
Escrow Agreement shall terminate on the final disposition of the monies and property held in escrow hereunder, provided that the
rights of the Escrow Agent and the obligations of the other parties hereto under Sections 5 and 8 shall survive the termination
hereof.


 


(b)          The
Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company and the Underwriters
at least 30 days notice thereof. As soon as practicable after its resignation, the Escrow Agent shall turn over to a successor
escrow agent appointed by the Company all monies and property held hereunder upon presentation of the document appointing the new
escrow agent and its acceptance thereof. If no new escrow agent is so appointed within the 60-day period following such notice
of resignation, the Escrow Agent may deposit the aforesaid monies and property with any court it deems appropriate.


 


7.          Form
of Payments by Escrow Agent.


 


(a)          Any
payments by the Escrow Agent to Investors or to persons other than the Company pursuant to the terms of this Agreement shall be
by wire transfer of immediately available funds.


 


(b)          All
amounts referred to herein are expressed in United States Dollars and all payments by the Escrow Agent shall be made in such dollars.


 


8.          Compensation
of Escrow Agent. For services rendered, the Escrow Agent shall receive as compensation $[●], which fee shall be paid
by the Company promptly following the signing of this Agreement. The Escrow Agent shall also be entitled to retain any income earned
on the funds in the escrow account as part of the Escrow Agent’s compensation. The Escrow Agent shall also be entitled to
reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder, including,
but not limited to, all counsel, advisors’ and Escrow Agents’ fees and disbursements and all reasonable taxes or other
governmental charges. It is anticipated that such disbursement shall not exceed $500.00 barring any unforeseen circumstances.


 


9.          Notices.
All notices, requests, demands and other communications provided for herein shall be in writing, shall be delivered by hand or
by first-class mail, shall be deemed given when received and shall be addressed to the parties hereto at their respective addresses
listed below or to such other persons or addresses as the relevant party shall designate as to itself from time to time in writing
delivered in like manner.


 




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If to the Company, to:


 


Sidoti & Company, Inc.


122 East 42nd Street


4th Floor


New York, NY 10168


Attention: Peter T. Sidoti


Facsimile:


 


with a copy to:


 


Morrison & Foerster LLP


250 West 55th Street


New York, NY 10019


Attention: Anna T. Pinedo, Esq.


Facsimile:


 


if to the Underwriters, to:


 


WR Hambrecht + Co


Pier One, Bay Three


San Francisco, CA 94111


Attention: Helen Miazga


Facsimile: (415) 551-8686


 


with a copy to:


 


Rimon PC


One Embarcadero Center, Suite 400


San Francisco, California 94111


Attention: Mark R. Diamond, Esq.


Facsimile:


 


if to the Escrow Agent, to:


 


[American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Attention: Corporate Actions]


 


10.         Further
Assurances: From time to time on and after the date hereof, the Company shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent shall reasonably
request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively
the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting
hereunder.


 


11.         Consent
to Service of Process. Each of the Company and the Underwriters hereby irrevocably consents to the jurisdiction of the courts
of the State of New


 




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York and of any federal court located in such
State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken
or omitted hereunder, and waives personal service of any summons, complaint or other process and agrees that the service thereof
may be made by certified or registered mail directed to each of the Company and the Underwriters at its address for purposes of
notices hereunder.


 


12.         Miscellaneous.


 


(a)          This
Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing such
instrument to be drafted. The terms “hereby,” “hereof,” “hereto,” “hereunder” and
any similar terms, as used in this Agreement, refer to the Agreement in its entirety and not only to the particular portion of
this Agreement where the term is used. The word “person” shall mean any natural person, partnership, company, government
and any other form of business or legal entity. All words or terms used in this Agreement, regardless of the number or gender,
in which they are used, shall be deemed to include any other number and any other gender as the context may require. This Agreement
shall not be admissible in evidence to construe the provisions of any prior agreement.


 


(b)          Succession
and Assignment. This Agreement and the rights and obligations hereunder of the Company may be assigned by the Company only
to a successor to the Company’s entire business. This Agreement and the rights and obligations hereunder of the Escrow Agent
may be assigned by the Escrow Agent only to a successor to its entire business. This Agreement shall be binding upon and inure
to the benefit of each party’s respective successors, heirs and permitted assigns. No other person shall acquire or have
any rights under or by virtue of this Agreement. This Agreement may not be changed orally or modified, amended or supplemented
without an express written agreement executed by the Escrow Agent, the Company and the Underwriters. This Agreement is intended
to be for the sole benefit of the parties hereto, and (subject to the provisions of this Section 12(b)) their respective successors,
heirs and assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the
benefit of any third person.


 


(c)          Amendments
and Waivers. This Agreement may be amended only with the written consent of the Escrow Agent, the Company and the Underwriters.
No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the party giving such
waiver. No waiver by any party with respect to any condition, default or breach of covenant hereunder shall be deemed to extend
to any prior or subsequent condition, default or breach of covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.


 


(d)          Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without
regard to principles of conflicts of law (other than Section 5-1401 of the New York General Obligations Law). The representations
and warranties contained in this Agreement shall survive the execution and delivery hereof and any investigations made by any party.
The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms hereof.


 




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[Remainder of page intentionally left
blank]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Escrow Agreement to be executed as of the day and year first above written.


 


	 	SIDOTI & COMPANY, inc. 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	WR HAmbrecht + co., llc
	 	 	 
	 	By:	 
	 	 	Name:  	 
	 	 	Title:	 
	 	 	 	 
	 	On behalf of each of the Underwriters
	 	 
	 	[AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    	 



    	 



    

 


Exhibit A


 


Subscriber
List


 


	Investor	 	Tax I.D.	 	Shares	 	Subscription
 Payments	 	# of
 Expected
 Wires
	[Investor Name] 
[Address] 
[Contact]	 	 	 	 	 	 	 	 



 




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EXHIBIT B


 


[Form of Offering Termination Notice]


 


_______, 2015


[American Stock Transfer & Trust Company,
LLC


6201 15th Avenue


Brooklyn, New York 11219]


 


Attention:


 


Dear ______


 


Pursuant to Section 4(a) of the Escrow Agreement
dated as of [         ], 2015 (the “Escrow Agreement”) by and among Sidoti
& Company, Inc. (the “Company”), WR Hambrecht + Co, LLC, as representative of the underwriters to that certain
Underwriting Agreement, dated [          ], 2015 (the “Underwriters”)
and [American Stock Transfer & Trust Company, LLC], the Company and the Underwriters hereby notify you of the termination of
the offering of the Shares (as that term is defined in the Escrow Agreement) and direct you to make payments to subscribers as
provided for in Section 4(a) of the Escrow Agreement.


 


	 	Very truly yours,
	 	 
	 	SIDOTI & COMPANY, INC.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	WR HAmbrecht + co., llc
	 	 
	 	By:	 
	 	 	Name:  	 
	 	 	Title:	 
	 	On behalf of each of the Underwriters


 




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EXHIBIT C


 


[Form of Closing Notice]


 


_______, 2015


 


[American Stock Transfer & Trust Company,
LLC


6201 15th Avenue


Brooklyn, New York 11219


Attention: Corporate Actions]


 


Dear:


 


Pursuant to Section 4(b) of the Escrow Agreement
dated as of [          ], 2015, (the “Escrow Agreement”) by and among
Sidoti & Company, Inc. (the “Company”), WR Hambrecht + Co., LLC, as representative (the “Representative”)
for the underwriters party to that certain Underwriting Agreement dated as of [          ],
2015 (the “Underwriters”) and [American Stock Transfer & Trust Company, LLC], the Company hereby certifies that,
subject to its receipt of the Minimum Funds (as that term is defined in the Escrow Agreement), the Company will sell and deliver
the Shares (as that term is defined in the Escrow Agreement) to the subscribers thereof, at a closing to be held on [           ],
2015 (the “Closing Date”).


 


We hereby request that the aggregate subscription
amount be paid to the Underwriters, to the Escrow Agent and to us as follows:


 


1.          To
the Company, $_________;


 


2.          To
the Underwriters, $_________; and


 


3.          To
the Escrow Agent, $[●].


 


The names of the subscribers concerned, the
number of Shares subscribed for by each of such subscribers and the related subscription amounts are set forth on Schedule I
annexed hereto.


 




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These instructions may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.


 


	 	SIDOTI & COMPANY, inc. 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	WR HAmbrecht + co., llc
	 	 	 
	 	By:	 
	 	 	Name:  	 
	 	 	Title:	 
	 	On behalf of each of the Underwriters


 


[Signature page to Closing Notice]


  




    	 



    	 



    

 


SCHEDULE I to
Exhibit C


 


	Name of 
 Subscriber	 	Number of 
 Shares 	 	 	Subscription 
 Payment	 
	 	 	 	 	 	 	 	 	 



 




    	 



    	 



    

 


SCHEDULE II to
Exhibit C


 


Telephone
Number(s) for Call-Backs and


Person(s) Designated to Confirm Funds
Transfer Instructions


 


	If to the Underwriters:	 
	 	 
	Name	Telephone Number
	 	 
	[  ]	[  ]
	 	 
	If to the Company:	 
	 	 
	Name	Telephone Number
	 	 
	[  ]	[  ]


 


Telephone call-backs shall be made to the Underwriters and the
Company if joint instructions are required pursuant to this Escrow Agreement.


 




    	 



    	 



    

 


EXHIBIT D


 


[Form of Subscription Termination Notice]


 


________, 2015


 


[American Stock Transfer & Trust Company,
LLC


6201 15th Avenue


Brooklyn, New York 11219


Attention: Corporate Actions]


 


Dear             :


 


Pursuant to the Escrow Agreement dated as
of [            ], 2015 (the “Escrow Agreement”) by and
among Sidoti & Company, Inc. (the “Company”), WR Hambrecht + Co., LLC, as representative of the several underwriters
party to that certain Underwriting Agreement, dated [          ], 2015, and [American
Stock Transfer & Trust Company, LLC], the Company hereby notifies you that the following subscription(s) have been rejected:


 


	Name of
 Subscriber	 	Amount of
 Subscribed

    Shares [Units]
 Rejected	 	 	Dollar
 Amount of
 Rejected

    Subscription	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 


 


	 	SIDOTI & COMPANY, inc. 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




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