0001213900-21-004038 Sample Contracts

Contract
Underwriting Agreement • January 25th, 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 to be dated as of February 12, 2020 (the “Third Supplemental Indenture”) and the Fourth Supplemental Indenture to be dated as of January 25, 2021 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon National Association, as trustee (the “Trustee”). The Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations (the “DTC Agreement”) to be dated on or prior to the Closing Date (as d

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B. Riley Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of January 25, 2021 to the Indenture dated as of May 7, 2019 6.00% Senior Notes due 2028
Fourth Supplemental Indenture • January 25th, 2021 • B. Riley Financial, Inc. • Services-business services, nec • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of January 25, 2021, 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”).

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