CREDIT AGREEMENT among UNITED ONLINE, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Secured Guarantors, BANC OF CALIFORNIA, N.A., as Sole Lead Arranger and Sole Book Manager and as Administrative Agent,...Credit Agreement • May 10th, 2017 • B. Riley Financial, Inc. • Services-business services, nec • California
This CREDIT AGREEMENT is entered into as of April 13, 2017, among UNITED ONLINE, INC., a Delaware corporation (the “Borrower”), the Secured Guarantors (defined herein), the Lenders (defined herein), and BANC OF CALIFORNIA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE dated as of May 7, 2019 SENIOR DEBT SECURITIES CROSS-REFERENCE TABLEIndenture • May 7th, 2019 • B. Riley Financial, Inc. • Services-business services, nec • New York
BABCOCK & WILCOX ENTERPRISES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2024 • B. Riley Financial, Inc. • Investment advice • Ohio
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 11, 2024 among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and B. Riley Financial Inc., a Delaware corporation (the “Investor”), and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
Indemnification AgreementIndemnification Agreement • December 22nd, 2021 • B. Riley Financial, Inc. • Investment advice • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of [Date] (the “Effective Date”) by and between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and [Indemnitee Name] (the “Indemnitee”).
ContractAt Market Issuance Sales Agreement • September 23rd, 2019 • B. Riley Financial, Inc. • Services-business services, nec • New York
DEPOSIT AGREEMENTDeposit Agreement • September 4th, 2020 • B. Riley Financial, Inc. • Services-business services, nec • Delaware
This DEPOSIT AGREEMENT is made and entered into as of September 4, 2020 by and among B. Riley Financial, Inc., a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • December 27th, 2018 • B. Riley Financial, Inc. • Services-business services, nec
Please be advised that pursuant to the Security and Pledge Agreement dated as of December 19, 2018 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each a “Grantor” and collectively, the “Grantors”) and Banc of California, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1, attached hereto, to the Administrative Agent for the ratable benefit of the Secured Parties.
FORM OF WARRANT AGREEMENT ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of August 1, 2007Warrant Agreement • August 6th, 2009 • Great American Group, Inc. • Services-business services, nec • New York
WARRANT AGREEMENT dated as of [ ], 2007, between Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
ContractUnderwriting Agreement • May 10th, 2016 • B. Riley Financial, Inc. • Services-business services, nec • New York
The Company hereby confirms its engagement of the Merriman Capital, Inc., and Merriman Capital, Inc. hereby confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering and sale of the Shares. Merriman Capital, Inc., in its capacity as qualified independent underwriter, is referred to herein as the “Independent Underwriter.”
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of ________, 20__ SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLEIndenture • February 14th, 2020 • B. Riley Financial, Inc. • Services-business services, nec • New York
INDENTURE, dated as of , 20 , between B. Riley Financial, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal executive office at 21255 Burbank Boulevard, Suite 400, Woodland Hills, California 91367 and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among B. RILEY FINANCIAL, INC., B. R. ACQUISITION LTD. and MAGICJACK VOCALTEC LTD. Dated as of November 9, 2017Merger Agreement • November 9th, 2017 • B. Riley Financial, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 9, 2017, is made by and among B. Riley Financial, Inc., a Delaware corporation (“Parent”), B. R. Acquisition Ltd., an Israeli corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and MagicJack VocalTec Ltd., an Israeli corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.
ContractUnderwriting Agreement • December 3rd, 2021 • B. Riley Financial, Inc. • Services-business services, nec • New York
The Notes will be issued under an indenture dated as of May 7, 2019 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of May 7, 2019 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of September 23, 2019 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of February 12, 2020 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture dated as of January 25, 2021 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture dated as of March 29, 2021 (the “Fifth Supplemental Indenture”), and the Sixth Supplemental Indenture dated as of August 6, 2021 (the “Sixth Supplemental Indenture”), and the Seventh Supplemental Indenture, to be dated as of December 3, 2021 (the “Seventh Supplemental Indenture,” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indentur
AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • August 3rd, 2020 • B. Riley Financial, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 14, 2020, among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation, as the borrower hereunder (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer.
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2009 • Great American Group, Inc. • Services-business services, nec • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 31st day of July, 2009 between Great American Group, Inc. (“Employer”) and Andrew Gumaer (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2018 • B. Riley Financial, Inc. • Services-business services, nec • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) dated as of July 10, 2018 (“Effective Date”) is entered into by and between B. Riley FBR, Inc. (the “Company”) and Andrew Moore (“Executive”).
ContractUnderwriting Agreement • July 28th, 2023 • B. Riley Financial, Inc. • Investment advice • New York
GREAT AMERICAN GROUP, INC. INDEMNITY AGREEMENTIndemnification Agreement • August 6th, 2009 • Great American Group, Inc. • Services-business services, nec • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this 31st day of July, 2009 by and between GREAT AMERICAN GROUP, INC., a Delaware corporation (the “Company”), and [name] (“Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2023 • B. Riley Financial, Inc. • Investment advice • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between B. Riley Financial, Inc. (the “Company”) and Phillip J. Ahn (“Executive”), effective as of April 11, 2023 (“Effective Date”).
and The Bank of New York Mellon Trust Company, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 7, 2019 to the Indenture dated as of May 7, 2019First Supplemental Indenture • May 7th, 2019 • B. Riley Financial, Inc. • Services-business services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 7, 2019, between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 15th, 2024 • B. Riley Financial, Inc. • Investment advice • New York
CREDIT AGREEMENT, dated as of August 21, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders from time to time parties hereto (the “Lenders”), Nomura Corporate Funding Americas, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and Computershare Trust Company, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”).
THE ARENA GROUP HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 31st, 2023 • B. Riley Financial, Inc. • Investment advice • New York
This Common Stock Purchase Agreement (this “Agreement”) is dated as of March 30, 2023, between The Arena Group Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser listed on the signature page hereto (including its successors and assigns, the “Purchaser”).
ContractUnderwriting Agreement • August 6th, 2021 • B. Riley Financial, Inc. • Services-business services, nec • New York
The Notes will be issued under an indenture dated as of May 7, 2019 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of May 7, 2019 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of September 23, 2019 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of February 12, 2020 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture dated as of January 25, 2021 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture dated as of March 29, 2021 (the “Fifth Supplemental Indenture”) and the Sixth Supplemental Indenture to be dated as of August 6, 2021 (the “Sixth Supplemental Indenture,” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, and the Fifth Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon
ContractWarrant Agreement • July 29th, 2019 • B. Riley Financial, Inc. • Services-business services, nec • New York
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NONE OF THIS WARRANT, SUCH SECURITIES OR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 19th, 2014 • Great American Group, Inc. • Services-business services, nec • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2014, by and among Great American Group, Inc., a Delaware corporation (the “Company”), and each purchaser listed on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of January 15, 2015 among B. Riley FINANCIAL, INC. as Lender THE WET SEAL, INC. as Lead Borrower for THE WET SEAL, INC. THE WET SEAL RETAIL, INC. WET SEAL CATALOG, INC. as...Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement • May 7th, 2015 • B. Riley Financial, Inc. • Services-business services, nec • New York
This SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (“Agreement”) is entered into as of January 15, 2015 among
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of ________, 20__ SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLEIndenture • September 23rd, 2019 • B. Riley Financial, Inc. • Services-business services, nec • New York
OPERATING AGREEMENT FOR GREAT AMERICAN GROUP MACHINERY & EQUIPMENT, LLCOperating Agreement • August 31st, 2009 • Great American Group, Inc. • Services-business services, nec • California
THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into as of this 10th day of April, 2007 (the “Effective Date”), by and among GREAT AMERICAN GROUP, LLC, a California limited liability company (“GAG”), MARC SWIRSKY (“Swirsky”), LESTER FRIEDMAN, an individual (“Friedman”), PAUL ERICKSON, an individual (“Erickson”) and JOHN BANKERT, an individual (“Bankert”). Each of the foregoing individuals and entities is a “Member,” and, collectively, they are the “Members.”
EMPLOYMENT AGREEMENTEmployment Agreement • July 5th, 2017 • B. Riley Financial, Inc. • Services-business services, nec • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 17, 2017, is hereby entered into by and among B. Riley Financial, Inc., a Delaware corporation (“Parent”), Wunderlich Investment Company, Inc., a Delaware corporation (the “Company”), and Gary K. Wunderlich, Jr. (the “Executive”).
LOAN AND SECURITY AGREEMENT (Accounts Receivable & Inventory Line of Credit)Loan and Security Agreement • May 26th, 2011 • Great American Group, Inc. • Services-business services, nec • California
This Loan and Security Agreement (Accounts Receivable & Inventory Line of Credit), is entered into as of May 17, 2011, by and between BFI Business Finance, a California corporation (“Lender”), with its headquarters’ office located at 851 East Hamilton Avenue, 2nd Floor, Campbell, California 95008 and GREAT AMERICAN GROUP ADVISORY & VALUATION SERVICES, LLC (“Borrower”), a(n) California limited liability company, with its headquarters at its Chief Executive Office as defined herein.
JOINDER AND AMENDMENT NUMBER THREE TO ABL CREDIT AGREEMENTAbl Credit Agreement • August 3rd, 2020 • B. Riley Financial, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT, dated as of February 14, 2020, by and among FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, a Delaware limited liability company (“Lead Borrower”), as a Borrower, FRANCHISE GROUP MERGER SUB AF, INC., a Delaware corporation (“Merger Sub”), as a Borrower (which, on the Closing Date, shall be merged with and into AMERICAN FREIGHT GROUP, INC., a Delaware corporation (“AFGI”), with AFGI surviving such merger as a Borrower), certain other Subsidiaries of Lead Borrower from time to time party hereto as Borrowers, FRANCHISE GROUP NEW HOLDCO, LLC, a Delaware limited liability company (“Global Parent”), as a Guarantor, certain Subsidiaries of Lead Borrower from time to time party hereto as Guarantors, the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender,” as that term is hereinafter further defined), GACP FINANCE CO., LLC, a Delaware limited liability company (“GACP
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • July 29th, 2019 • B. Riley Financial, Inc. • Services-business services, nec • Delaware
This Exchange and Purchase Agreement (this “Agreement”), dated as of July 23, 2019, is made by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”) and BRC Partners Opportunity Fund, LP, a Delaware limited partnership and holder of the Tranche A-1 Term Loan under the Company’s Credit Agreement (each as defined herein) (the “Purchaser”). As used herein, “Parties” refers collectively to the Company and the Purchaser.
GREAT AMERICAN GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2014 • Great American Group, Inc. • Services-business services, nec • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 19, 2014, between Great American Group, Inc., a Delaware corporation (the “Company”‘), and Bryant Riley (“Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 4th, 2023 • B. Riley Financial, Inc. • Investment advice • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2023, by and among Simplify Inventions, LLC, a Delaware limited liability company (the “Purchaser”), the Persons set forth on the signature pages hereto under the heading “Seller” (each, a “Seller” and, collectively, the “Sellers” or the “Seller Parties”), and the Company (as defined below) and each of the undersigned Note Parties (as defined in the Debt Sale Documents referred to below), in each case, for purposes of Section 4 (Waiver and Release of Company and its Affiliates).
AMENDMENT NO. 16 TO CREDIT AGREEMENTCredit Agreement • August 9th, 2019 • B. Riley Financial, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT is entered into as of May 11, 2015, among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation, as the borrower hereunder (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
CREDIT AGREEMENTCredit Agreement • December 27th, 2018 • B. Riley Financial, Inc. • Services-business services, nec • California
This CREDIT AGREEMENT, dated as of December 19, 2018, is entered into by and among BRPI ACQUISITION CO LLC, a Delaware limited liability company (“Holdco”), UNITED ONLINE, INC., a Delaware corporation (“United Online”), and YMAX CORPORATION, a Delaware corporation (“YMax”, and together with Holdco and United Online, each, a “Borrower” and collectively, the “Borrowers”), jointly and severally, the Secured Guarantors (defined herein), the Lenders (defined herein), and BANC OF CALIFORNIA, N.A., as the Administrative Agent.
