Purchase Agreement, dated January 18, 2024

Exhibit 10.43

PURCHASE AGREEMENT

THIS AGREEMENT (“Agreement”) is made as of this 18^th day of January, 2024 (“Effective Date”) by and among, J2 Financial Technology, Inc., d/b/a “Guild”, a Delaware corporation (the “Seller”), Siebert Technologies, LLC, a Nevada limited liability company (the “Purchaser”).

W I T N E S S E T H

WHEREAS, the Seller is the sole owner of the Transferred Assets described in this Agreement; and

WHEREAS, Purchaser wishes to purchase the Transferred Assets, and Seller is willing to sell the Transferred Assets to Purchaser, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, the parties hereto agree as follows:

I. PURCHASE AND SALE OF ASSETS; SELLER LIABILITIES

1.1 Transferred Assets: Subject to the terms and conditions of this Agreement, Seller will sell, assign, and transfer to Purchaser, and Purchaser will purchase and accept from Seller, the following assets of Seller (collectively, the “Transferred Assets”):

1.2 Seller Liabilities: The Transferred Assets shall be sold to Purchaser free and clear of all liens and encumbrances. All of the liabilities and obligations of the Seller whether now known or hereafter discovered, contingent or matured, liquidated or unliquidated (the “Retained Liabilities”) shall remain the sole liability, obligation and responsibility of Seller. Seller hereby agrees to defend, indemnify and hold Buyer, its employees and agents, harmless with respect to the Retained Liabilities.

II. PURCHASE PRICE

The total purchase price (“Purchase Price”) for the Transferred Assets shall be three hundred eight-five thousand dollars ($385,000) payable as follows:

III. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Seller: The Seller represents and warrants to Purchaser as follows:

3.2 Representations and Warranties of the Purchaser: The Purchaser represents and warrants to Seller as follows:

IV. CONDITIONS PRECEDENT

4.1 Condition Precedent to Obligations of Seller:

The obligations of Seller under this Agreement are subject to the satisfaction, at or prior to the Closing of all of the following conditions, unless waived in writing by Seller:

4.2 Conditions Precedent to Obligations of Purchaser: The obligations of Purchaser under this Agreement are subject to the satisfaction of all of the following conditions at or prior to the Closing, unless waived in writing by the Purchaser:

V. ADDITIONAL COVENANTS

5.1 Pre-Closing Operations: From the date hereof until the Closing, Seller shall maintain the Transferred Assets in the ordinary course of business.

5.2 Due Diligence Investigation: Purchaser acknowledges that as of the date of its execution of this Agreement, Purchaser has conducted such reviews and investigations of the Transferred Assets as it has deemed necessary, and that Purchaser is satisfied with the condition thereof. At Closing, Purchaser will accept possession of all of the Transferred Assets in their “as is” condition, without representation or warranty.

5.3 Press Releases and Confidentiality: Prior to or after the Closing, neither party shall issue nor cause publication of any press release or public announcement with respect to this Agreement or the transactions contemplated hereby without the consent of both parties as to the form and content of such press release or public announcement. Each party will only communicate the content of this Agreement to such of its employees, affiliates, and/or its tax and legal advisors, who need to know the substance hereof.

VI. THE CLOSING

6.1 The Closing: Subject to satisfaction or waiver of the conditions precedent to the parties’ obligation hereunder, the Closing shall take place at the offices of the Purchaser or at such other location as is mutually agreed upon by Seller and Purchaser.

6.2 Obligations of Seller: At the Closing, Seller shall deliver to Purchaser the following in proper form for recording (where appropriate):

6.3 Obligations of Purchaser: At the Closing, the Purchaser will deliver the total purchase price (“Purchase Price”) to the Seller.

VII. INDEMNIFICATION

7.1 Indemnification by Seller. Seller shall hold the Purchaser free and harmless from and shall indemnify the Purchaser and its respective members, partners, shareholders, officers, employees, franchisees, agents, executors, administrators, successors, insurers and assigns absolutely harmless from and against any and all actions, suits, proceedings, damages, assessments, judgments, costs and expense, (including attorneys’ fees and expenses of enforcing this Section), incurred by Purchaser, which are attributable directly or indirectly, in whole or in part to any misrepresentation, breach of this Agreement, covenant, warranty, or obligation, contained herein by Seller.

7.2 Indemnification by Purchaser. Purchaser shall hold the Seller free and harmless from and shall indemnify the Seller and its respective members, partners, shareholders, officers, employees, franchisees, agents, executors, administrators, successors, insurers and assigns absolutely harmless from and against any and all actions, suits, proceeding, damages, assessments, judgments, costs and expense, (including attorneys’ fees and expenses of enforcing this Section), incurred by Seller, which are attributable directly or indirectly, in whole or in part to any misrepresentation, breach of this Agreement, covenant, warranty, or obligation, contained herein by Purchaser or Purchaser’s failure to pay or satisfy or cause to be paid or satisfied any of the obligations to be performed on the part of the Purchaser.

VIII. TERMINATION

8.1 Termination: Notwithstanding anything to the contrary in this Agreement, this Agreement may only be terminated upon the mutual written consent of Seller and Purchaser.

IX. MISCELLANEOUS

9.1 Notices. All notices and other communications required or permitted hereunder will be in writing and, unless otherwise provided in this Agreement, will be deemed to have been duly given when delivered in person or one business day after having been dispatched by a nationally recognized overnight courier service or three business days after having been mailed by first class, certified or registered mail, postage prepaid, to the appropriate party at the address specified below:

or to such address or addresses as any such party may from time to time designate as to itself by like notice.

9.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is personal in nature and may not be assigned by either party without the express written consent of both parties.

9.3 Entire Agreement. This Agreement (together with the Exhibits hereto) supersedes any other agreement, whether written or oral, that may have been made or entered into by any party or any of their respective affiliates (or by any director, officer, or representative thereof) relating to the matters contemplated hereby. This Agreement (together with the Exhibits hereto) constitutes the entire agreement by and among the parties with respect to the subject matter hereof and there are no agreements or commitments by or among such parties or their Affiliates with respect to the subject matter hereof except as expressly set forth herein.

9.4 No Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or will be construed to confer upon or give any person or entity other than the parties hereto and their respective Affiliates any rights under or by reason of this Agreement or any transaction contemplated hereby.

9.5 Applicable Law. This Agreement is to be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder is to be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and Borough of Manhattan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice, or other document by mail to such party’s address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.

9.6 Execution. This Agreement may be executed in two or more counterparts, and in electronic format, each of which will be deemed an original, but all of which together will constitute one and the same agreement.

9.7 Titles and Headings. Titles and headings to Sections herein are inserted for convenience of references only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

9.8 Severability. If any provision of this Agreement shall finally be determined to be unlawful, invalid or unenforceable, then such provision shall be severed from this Agreement and every other provision shall be severed from this Agreement shall remain in full force and effect.

[Signatures appear on next page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

EXHIBIT A

Mobile Self-Directed Trading App: Software, Code, Architecture, User Interface and Algorithms, including:

Summary of technical aspects of the mobile app:

Source Code Repository:

Technology Stack:

Architecture and Design:

EXHIBIT B

Bill Of Sale