UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 22, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 982345100

13D

Page 8 of 13 Pages

Item 1. Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (“Common Stock”), of Wright Investors’ Service Holdings, Inc., a Delaware corporation (the “Issuer” or the “Company”). The address of the Issuer’s principal executive office is 177 West Putnam Avenue, Greenwich, CT 06830.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by and on behalf of (i) Cove Street Capital, LLC, a Delaware limited liability company (“CSC”), (ii) Jeffrey Bronchick (“Bronchick”), (iii) Eugene Robin (“Robin”), (iv) Paul Hinkle (“Hinkle”), (v) Marshall Geller (“Geller”), and (vi) Andrew Leaf (“Leaf”). Each of CSC, Bronchick, Robin, Hinkle, Geller and Leaf are herein sometimes referred to as a “Reporting Person” and collectively as “Reporting Persons”. Each of the Reporting Persons is party to that certain Amended and Restated Group Agreement, as further described in Item 4. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Bronchick, Robin and Hinkle and Leaf (collectively, the “CSC Parties”) are part of CSC.

(b) The principal business address of CSC is 2101 E. El Segundo Blvd., Suite 302, El Segundo, CA 90245. The principal business address of each of the CSC Parties is c/o Cove Street Capital, LLC, 2101 E. El Segundo Blvd., Suite 302, El Segundo, CA 90245. The principal business address of Geller is 421 N. Beverly Dr., Suite 280, Beverly Hills, CA 90210.

(c) The principal business of CSC is providing investment advisory and investment management services. The principal occupation of Bronchick is serving as Chief Investment Officer of CSC. The principal occupation of Robin is serving as a Principal of CSC. The principal occupation of Hinkle is serving as Principal of CSC. The principal occupation of Leaf is serving as Research Analyst at CSC. The principal occupation of Geller is an individual investor.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the CSC Parties and Geller is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

CSC used approximately $61,730 (including brokerage commissions) in the aggregate to purchase 130,000 shares of Common Stock reported in this Schedule 13D. Bronchick used approximately $375,000 (including brokerage commissions) in the aggregate to purchase 814,122 shares of Common Stock reported in this Schedule 13D. Robin used approximately $50,000 (including brokerage commissions) in the aggregate to purchase 105,000 shares of Common Stock reported in this Schedule 13D. Hinkle used approximately $9,600 (including brokerage commissions) in the aggregate to purchase 20,000 shares of Common Stock reported in this Schedule 13D. Geller used approximately $7,480 (including brokerage commissions) in the aggregate to purchase 10,000 shares of Common Stock reported in this Schedule 13D. Geller acquired 383,700 of his shares of Common Stock in 2004 in connection with the spinoff of the Company from GP Strategies Corporation, and he acquired 279,390 of his shares of Common Stock from the Company in connection with his prior service as a member of the Board of Directors of the Company. Leaf used approximately $25,000 (including brokerage commissions) in the aggregate to purchase 50,000 shares of Common Stock reported in this Schedule 13D.

The source of the funds used to acquire the Common Stock reported herein as beneficially owned by (i) CSC is the working capital of the funds and accounts managed by CSC; (ii) Bronchick is the personal funds of Bronchick; (iii) Robin is the personal funds of Robin; (iv) Hinkle is the personal funds of Hinkle; (v) Geller is the personal funds of Geller, except for the foregoing shares of Common Stock acquired by Geller in connection with his service as a director of the Company; and (vi) Leaf is the personal funds of Leaf.

Item 4. Purpose of the Transaction

The Reporting Persons purchased the Common Stock subject to this Statement for investment purposes. The Reporting Persons will review their investments in the Common Stock from time to time, and, subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Company, the availability and price of the Common Stock or other securities related to the Company, and other general market and investment conditions, the Reporting Persons may determine to:

Such transactions may take place at any time and without prior notice. There can be no assurance, however, that any Reporting Person will take any such actions.

CSC, Bronchick and Geller initially formed a group on February 2, 2019 and on February 5, 2019 entered into a Group Agreement (the “Initial Group Agreement”). The Initial Group Agreement was amended and restated on March 22, 2019 (the “Amended Group Agreement”) as a result of the purchase of Common Stock on March 22, 2019 pursuant to the Stock Sale and Purchase Agreement entered into as of March 4, 2019 among Peter Donovan, as seller, on the one hand, and the CSC Parties and CSC, as buyer, on the other hand. The Amended Group Agreement includes, but is not limited to, an agreement by the parties thereto (the “Group”) to (i) consult with each other with respect to all purchases and sales of Common Stock, (ii) to the extent the Group determines to do so, jointly deliver an updated advance notice of the Group’s intention to nominate individuals for election as directors at the Issuer’s 2019 annual meeting of stockholders in accordance with the Issuer’s bylaws, and take any actions in furtherance thereof, and (iii) require the approval of each member of the Group of any filing with the Securities and Exchange Commission, press release, white paper, stockholder communication or other public communication. Any party to the Amended Group Agreement may terminate such party’s obligations thereunder following written notice to all other parties. The description of the Amended Group Agreement in this Schedule 13D is qualified in its entirety by reference to the full text of the Amended Group Agreement, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In addition, Reporting Persons and their representatives have engaged in, and expect to continue to engage in, discussions with members of management and the board of directors of the Issuer (the “Board”), other current or prospective stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and/or other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take other steps seeking to bring about changes to increase stockholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

On February 11, 2019, Geller delivered to the Issuer a notification to nominate three directors at the Issuer’s next annual meeting. This, by implication, would result in changes to the incumbent board of directors if the nominees were elected.

The Reporting Persons believe that the Company has been grossly mismanaged by the Chief Executive Officer and Chairman Harvey Eisen (“Chairman Eisen”) since 2012, when the Issuer acquired The Winthrop Corporation, producing a significant loss of stockholder value. Since June 2018, Robin and Bronchick have had numerous conversations with the Board and Chairman Eisen via the telephone, email, in person and via formal letter to the Board in regard to attempts by CSC to assist in planning a new strategic vision for the Company after years of disappointing results and a lack of future plans articulated by the Company. The plans of such Reporting Persons have included a variety of capital structure changes, potential acquisitions and investment opportunities, corporate governance changes and cost improvements, all of which have the goal of creating a long-term path toward creating value for stockholders.

All of the foregoing steps have been either completely ignored or stymied with no presentation of alternatives by the Board. In the meantime, the Company is incurring ongoing and unnecessary costs, which the Reporting Persons believe primarily benefit Chairman Eisen.

The Reporting Persons would have preferred to have resolved these issues without the expense of a proxy contest or potential litigation, however, given the large amount of time and wasted effort that has occurred, the Reporting Persons currently see no other path forward other than to take action and try to oust what the Reporting Persons consider to be an ineffective and intransigent Board.

Item 5. Interest in Securities of the Issuer

(a) – (b) The aggregate number of shares of Common Stock to which this Schedule 13D relates is 1,802,212 shares of Common Stock, constituting approximately 9.06% of the outstanding Common Stock. All percentages set forth herein are based upon a total of 19,886,162 shares of Common Stock outstanding as of March 18, 2019, as reported on the Company’s page on the OTC Markets’ website.

CSC has the power to vote and direct the disposition of the 130,000 shares of Common Stock held by it. Bronchick has the power to vote and direct the disposition of 814,122 shares of Common Stock directly beneficially owned by Bronchick and the shared power to vote and direct the disposition of 130,000 shares of Common Stock beneficially owned by CSC in his capacity as Chief Investment Officer of CSC. The percentage of shares represents approximately 4.75% of the Company’s outstanding stock. Robin has the power to vote and direct the disposition of the 105,000 shares of Common Stock directly beneficially owned by him. The percentage of shares represents approximately 0.53% of the Company’s outstanding stock. Hinkle has the power to vote and direct the disposition of the 20,000 shares of Common Stock directly beneficially owned by him. The percentage of shares represents approximately 0.10% of the Company’s outstanding stock. Geller has the power to vote and direct the disposition of the 683,090 shares of Common Stock directly beneficially owned by him. The percentage of shares represents approximately 3.44% of the Company’s outstanding stock. Leaf has the power to vote and direct the disposition of the 50,000 shares of Common Stock directly beneficially owned by him. The percentage of shares represents approximately 0.25% of the Company’s outstanding stock.

The Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Person, except that Bronchick, as Chief Investment Officer of CSC, has indirect beneficial ownership of the 130,000 shares directly owned by CSC.

(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

As described above in Item 4, on March 22, 2019, the Reporting Persons entered into an Amended Restated Group Agreement which description is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Schedule A Transactions in Securities

99.1 Amended and Restated Group Agreement.

99.2 Stock Sale and Purchase Agreement among Peter Donovan, on the one hand, and the CSC Parties and CSC, on the other hand.

99.3 Joint Filing Agreement, dated as of March 25, 2019, by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth on this statement is true and correct.

CUSIP No. 982345100

13D

Page 13 of 13 Pages

SCHEDULE A

Transactions in the Shares of Common Stock During the Past Sixty Days

Cove Street Capital, LLC

Jeffrey Bronchick

Eugene Robin

Paul Hinkle

Andrew leaf

EXECUTION VERSION

AMENDED AND RESTATED GROUP AGREEMENT

This AMENDED AND RESTATED GROUP AGREEMENT is made as of March 22, 2019 (the “Amended Agreement”), by and among (i) Marshall Geller (“Geller”), (ii) Cove Street Capital, LLC (“Cove Street”) (iii) Jeffrey Bronchick (“Bronchick”), (iv) Eugene Robin (“Robin”), (v) Paul Hinkle (“Hinkle”) and (vi) Andrew Leaf (“Leaf”). Each of Geller, Cove Street, Bronchick, Robin, Hinkle and Leaf is hereafter referred to as a “Group Member” and collectively as the “Group”.

WHEREAS, Geller, Cove Street and Bronchick entered into a Group Agreement dated as of February 4, 2019 (the “Initial Agreement”) pertaining to the shares of common stock (the “Common Stock”) of Wright Investors’ Service Holdings, Inc., a Delaware corporation (the “Company”) that each beneficially owned in, and activities related to, the Company (the “Securities”), including but not limited to potential nominations of individuals for election as directors at the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”) and the potential solicitation of proxies in connection therewith (the “Proxy Solicitation”); and

WHEREAS, Robin, Hinkle and Leaf have acquired shares of Common Stock and desire to be part the Group.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1. Geller represents that, as of the date hereof, Geller is the beneficial owner of 683,090 shares of the Common Stock, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); Bronchick represents that, as of the date hereof, he is the beneficial owner of 944,122 shares of Common Stock (including shares owned by Cove Street) within the meaning of the Exchange Act; Cove Street represents that it is the beneficial owner of 130,000 shares of Common Stock within the meaning of the Exchange Act; Robin represents that he is the beneficial owner of 105,000 shares within the meaning of the Exchange Act; Hinkle represents that he is the beneficial owner of 20,000 shares within the meaning of the Exchange Act; and Leaf represents that he is the beneficial owner of 50,000 shares within the meaning of the Exchange Act.

2. To the extent that each Group Member so determines, the Group shall agree to deliver an updated advance notice of the Group’s intention to nominate individuals for election as directors at the 2019 Annual Meeting in accordance with the bylaws of the Company (a “Nomination Notice”). The Group Members shall mutually agree on further actions to be taken with respect to the Proxy Solicitation, including but not limited to the filing of a proxy statement in connection therewith pursuant to Section 14 of the Exchange Act.

3. Each Group Member shall consult with the others regarding all purchases and sales of Securities by them or their affiliates. Subject to the terms of this Amended Agreement, nothing shall restrict any Group Member’s right to purchase or sell Securities, as such Group Member deems appropriate, in such Group Member’s sole discretion; provided that all such purchases or sales are made in compliance with all applicable securities laws. Subject to the terms of this Amended Agreement, each Group Member retains sole discretion over acquisitions and dispositions of, and voting authority over, the Securities that such Group Member holds or beneficially owns. Each Group Member shall advise the other Group Members in writing by 4:30 P.M. Los Angeles Time on the date that such Group Member’s ownership of Securities, including any purchases or sales thereof, changes. Notwithstanding anything to the contrary herein, no Group Member shall: (i) sell or otherwise dispose of any Securities without the prior consultation with (but not approval of) the other Group Members, and if any Group Member receives any offer that would enable the Group Member to sell, such Group Member will make this offer available to all other Group Members to participate in such sale on a pro rata basis, as determined by each such Group Member’s portion of the aggregate Securities owned by the Group Members and their affiliated funds and discretionary accounts immediately prior to such acquisition, or (ii) acquire any Securities without providing the other Group Members an opportunity to participate in such acquisition on a pro rata basis.

4. Either Geller, on the one hand, or Cove Street and Bronchick, on the other hand, may terminate this Amended Agreement and its obligations hereunder, and thereby terminate the Group formed hereby, immediately upon written notice to the other Group Members. Additionally, any Group Member may withdraw as a Group Member on five business days’ notice. This Amended Agreement will automatically terminate on the date that is the earliest of (i) 30 days after the date that no Group Member owns any Securities, (ii) the termination of any Proxy Solicitation or (iii) the completion of the 2019 Annual Meeting, including any adjournment thereof. Upon termination pursuant to this section, all obligations provided for in this Amended Agreement shall terminate, except for the obligations provided for in Section 5 and the indemnification obligations in Section 6 of this Amended Agreement.

5. Each of Geller and Cove Street shall pay their pro rata portion of all expenses (on a 50/50 basis), including legal and financial advisory expenses incurred by the Group with respect to any actions taken by the Group or any Group Member pursuant to this Amended Agreement, including any Proxy Solicitation.

6. Any filing with the Securities and Exchange Commission (including without limitation any filing required by Section 13(d), Section 14 or Section 16 of the Exchange Act), press release, white paper, stockholder communication or other public communication proposed to be made or issued by the Group or any of the Group Members in connection with the Group’s activities shall be made or issued with the mutual agreement of all the Group Members. Any Schedule 13D (including any amendment thereto) under the Exchange Act with respect to the Company (“Schedule 13D”) shall be filed jointly by the Group Members. Each Group Member shall be responsible for the completeness and accuracy of the information concerning such Member contained in any filing pursuant to Section 13(d), Section 14 or Section 16 of the Exchange Act and each Group Member shall indemnify the other Group Members, and their respective affiliates from and against any losses, damages, costs, expenses (including any reasonable and documented attorneys’ fees), fines, penalties, disbursements and amounts paid in settlement arising out of any failure with respect to the completeness or accuracy of such information; provided, however, that no Group Member shall enter into any settlement agreement without the prior written consent of the other Group Members unless such settlement includes (i) no admission of liability or guilt by such other Group Member(s) and (ii) an unconditional release of such other Group Members, as applicable, from any and all liability or obligation in respect of such claim. The Group Members shall not be responsible for the completeness and accuracy of the information concerning any other Group Member contained in such filings, except to the extent that such Group Member knows or has reason to believe that such information is inaccurate, in which case, no indemnification for such Group Member will be available with respect to such inaccuracy. The right of indemnification provided for in this Section 7 shall continue after the termination of the Amended Agreement, but only for events that occurred prior to such termination and subsequent to the date hereof.

7. The relationship of the parties hereto shall be limited to carrying on the activities of the Group in accordance with the terms of this Amended Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such activities as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party or to create a joint venture or partnership. Each Group Member expressly disclaims beneficial ownership of the Common Stock owned by the other Group Members except that Bronchick may be deemed to be the beneficial owner of the Common Stock directly owned by Cove Street.

8. This Amended Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9. This Amended Agreement shall be interpreted in accordance with and governed by the laws of the State of California. If any provision of this Amended Agreement would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent. In the event of any dispute among the parties hereto arising out of the provisions of this Amended Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of California.

10. Except as otherwise set forth in this Amended Agreement, this Amended Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Amended Agreement. No party hereto may assign any of its rights or obligations under this Amended Agreement to any other person without the prior written consent of the other parties hereto. This Amended Agreement replaces the Initial Agreement.

11. Each Group Member acknowledges that TroyGould PC (“TroyGould”) shall act as legal counsel for the Group in connection with the Proxy Solicitation, and each Group Member hereby waives any conflicts in connection with such representation. If any dispute should arise between the Group Members and TroyGould actively represents Group Members other than Geller at the time of such dispute, then TroyGould shall withdraw from representing Geller and Geller shall waive any conflict with TroyGould’s continued representation of the other Group Members.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amended Agreement to be executed as of the date first written above.

[Signature Page to the Group Agreement]

STOCK SALE AND PURCHASE AGREEMENT

THIS STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) is dated as of February 27, 2019, and is made and entered into by and among Peter Donovan (“Seller”) on the one hand, and Cove Street Capital, LLC, Jeffrey Bronchick, Eugene Robin, Andrew Leaf, and Paul Hinkle (each, a “Buyer” and collectively, the “Buyers”), on the other hand.

A. Seller is the record and beneficial owner of I ,030,722 shares of common stock (the “Shares”) of Wright Investors’ Service Holdings, Inc., a Delaware corporation (the “Company”), of which 835,001 Shares are evidenced by Certificate 00000305 (the “Certificate”) and 195,771 Shares are in book entry form at Computershare Trust Company, N.A. (“Computershare”).

B. Seller desires to sell and Buyers desire to purchase the Shares on the terms and conditions set forth herein.

Accordingly, for and in consideration of the premises, the mutual promises, covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyers, intending to be legally bound, do hereby agree as follows:

ARTICLE I

SALE AND PURCHASE

Section 1.1 Sale and Purchase of Shares. At the Closing (as defined below), Seller shall sell, assign, transfer and deliver to Buyers all of his right, title and interest in all of the Shares, and each Buyer hereby severally shall purchase, acquire and accept the Shares from Seller as follows.

Cove Street Capital, LLC = 105,000 Shares

Jeffrey Bronchick = 750,772 Shares

Eugene Robin = 105,000 Shares

Andrew Leaf= 50,000 Shares

Paul Hinkle= 20,000 Shares

Section 1.2 Purchase Price. The aggregate purchase price (the “Purchase Price”) for all of the Shares is $490,770.56, representing $0.48 per Share less $4,000 for legal fees. Each Buyer shall be responsible for such Buyer’s applicable share of the Purchase Price.

Section 1.3 Closing. The consummation of the transactions contemplated herein (the “Closing”) shall be effected as follows:

(1) Seller shall deliver to Computershare (a) the Certificate; (b) a Stock power with a medallion guarantee for the transfer of all the Shares listing each Buyer with the number of Shares allocated to such Buyer; ( c) an instruction to deliver to Seller a new certificate for each Buyer evidencing the Shares to be allocated to such Buyer; and ( d) an opinion of counsel to the effect that the new certificates evidencing the Shares to be issued to the Buyers may be issued without legend pursuant to Section 4(a)(I) of the Securities Act of 1933, as amended (the “Securities Act”).

(2) Upon receipt of the new certificates free of restricted legend, Seller shall deliver the same to the Buyers at the office of Cove Street Capital, LLC and the Buyers shall wire the Purchase Price to Seller.

ARTICLE II

REPRESENTATIONS.WARRANTIES AND COVENANTS OF SELLER

To induce Buyers to enter into and perform their obligations under this Agreement, Seller hereby represents and warrants to Buyers as follows:

Section 2.1 Authority and Capacity. Seller has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by Seller does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which Seller is a party or by which Seller is bound.

Section 2.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Seller and constitutes Seller’s valid and binding agreement, enforceable against Seller in accordance with and subject to its terms.

Section 2.3 Title to Shares. Seller is the lawful, record and beneficial owner of all of the Shares, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever.

Section 2.4 Status of Shares.

(1) The Shares were acquired by Seller from the Company or an affiliate of the Company in a transaction not involving a public offering.

(2) Seller has held the Shares since at least January 2016, and the Shares were fully paid or fully earned by the Seller as of at least January 2017.

(3) Seller is not an “affiliate” (as defined in Rule 144(a)(I) of the Securities Act) of the Company.

(4) Seller is not an underwriter with respect to the Shares. The sale of the Shares is not and will not be part of a distribution of securities of the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYERS

To induce Seller to enter into and perform his obligations under this Agreement, each Buyer represents and warrants to Seller as follows:

Section 3.1 Authority and Capacity. Buyer has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by Buyer does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which Buyer is a party or by which Buyer is bound.

Section 3.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Buyer and constitutes Buyer’s valid and binding agreement, enforceable against Seller in accordance with and subject to its terms.

Section 3.3 Disclosure. Buyer acknowledges that Seller has made no representations to Buyer regarding the value of the Shares or the businesses, assets, financial condition, and prospects of the Company.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.

Section 4.2 Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of California without reference to, and regardless of, any applicable choice or conflicts of laws principles.

Section 4.3 Counterparts. This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement.

Section 4.4 Further Assurances. Each of the parties hereto shall from time to time at the request of any other party hereto, and without further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and confirmation and take such other action as such other party may reasonably request in order to more effectively fulfill the purposes of this Agreement.

IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written.

Seller:

Buyers:

Cove Street Capital, LLC

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.01 par value, of Wright Investors’ Service Holdings, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning the undersigned or contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of March 25, 2019.