FBR & Co. Arlington, Virginia 22209 Ladies and Gentlemen:Merger Agreement • February 21st, 2017 • FBR & Co. • Security brokers, dealers & flotation companies
As a holder of common stock, par value $0.0001 per share, of BRF (the “BRF Common Stock”), the undersigned (the “Stockholder”) understands that FBR & Co., a Virginia corporation (the “Company”) and B. Riley Financial, Inc., a Delaware corporation (“BRF”), propose to enter into an Agreement and Plan of Merger, dated as of February 17, 2017 (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of the Company with and into BRF, in which each of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company (other than Excluded Shares) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER Between FBR & CO. and B. RILEY FINANCIAL, INC. Dated as of February 17, 2017Agreement and Plan of Merger • February 21st, 2017 • FBR & Co. • Security brokers, dealers & flotation companies • Virginia
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of February 17, 2017, is by and between FBR & Co., a Virginia corporation (the “Company”) and B. Riley Financial, Inc., a Delaware corporation (“Parent”).
