0001615774-17-004151 Sample Contracts

SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • August 8th, 2017 • B. Riley Financial, Inc. • Services-business services, nec

THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of April 13, 2017, among UNITED ONLINE, INC., a Delaware corporation (the “Borrower”), the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, each individually a “Grantor”, and collectively, the “Grantors”) and BANC OF CALIFORNIA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.

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UNCONDITIONAL GUARANTY
Unconditional Guaranty • August 8th, 2017 • B. Riley Financial, Inc. • Services-business services, nec • California

This UNCONDITIONAL GUARANTY (this “Agreement”) is entered into as of April 13, 2017, by B. RILEY FINANCIAL, INC., a Delaware corporation (the “Guarantor”), in favor of BANC OF CALIFORNIA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”), for the Secured Parties (as defined in the Credit Agreement, hereinafter defined).

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • August 8th, 2017 • B. Riley Financial, Inc. • Services-business services, nec • Virginia

THIS CONSULTING SERVICES AGREEMENT (“Agreement”) is entered into as of July 3rd, 2017, by and between Richard J. Hendrix (“Consultant”) and FBR Capital Markets & Co. (“FBRC”).

SEVERANCE AGREEMENT AND GENERAL RELEASE
Severance Agreement • August 8th, 2017 • B. Riley Financial, Inc. • Services-business services, nec • Virginia

This AGREEMENT is made as of the 3rd day of July 2017, between Richard J. Hendrix (“Executive”) and FBR Capital Markets & Co. (“FBRC”) and B. Riley & Co., LLC, together with their parent, B. Riley Financial, Inc., (collectively “the Company”).

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