0001615774-16-007962 Sample Contracts

and as Trustee INDENTURE Dated as of November 2, 2016 CROSS-REFERENCE TABLE
Indenture • November 2nd, 2016 • B. Riley Financial, Inc. • Services-business services, nec • New York
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and as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 2, 2016 to the Indenture dated as of November 2, 2016
Supplemental Indenture • November 2nd, 2016 • B. Riley Financial, Inc. • Services-business services, nec • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 2, 2016, between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

Contract
Underwriting Agreement • November 2nd, 2016 • B. Riley Financial, Inc. • Services-business services, nec • New York

The Notes will be issued under an indenture dated as of November 2, 2016 (the “Base Indenture”), as supplemented by the First Supplemental Indenture to be dated as of November 2, 2016 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank 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 defined herein), between the Company and DTC. The Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

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