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.
ContractB. Riley Financial, Inc. • September 23rd, 2019 • Services-business services, nec • New York
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
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”).
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.
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”).
ContractB. Riley Financial, Inc. • December 3rd, 2021 • 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
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.”
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.
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, 2017Agreement and Plan of Merger • 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.
and as Trustee INDENTURE Dated as of November 2, 2016 CROSS-REFERENCE TABLEIndenture • November 2nd, 2016 • B. Riley Financial, Inc. • Services-business services, nec • New York
LIMITED WAIVER, JOINDER AND AMENDMENT NUMBER TWO TO CREDIT AGREEMENTCredit 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
GREAT AMERICAN GROUP, INC. INDEMNITY AGREEMENTIndemnity 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”).
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”).
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 as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 2, 2016 to the Indenture dated as of November 2, 2016Supplemental 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”).
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”).
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.
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”).
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”).
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.
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.
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.
600,000,000 CREDIT AGREEMENT, dated as of August 21, 2023, among B. Riley Financial, Inc., as Ultimate Parent, BR Financial Holdings, LLC, as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME Nomura Corporate Funding Americas, LLC, as...Credit Agreement • August 25th, 2023 • 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”).
ContractUnderwriting Agreement • July 28th, 2023 • B. Riley Financial, Inc. • Investment advice • New York
GROUP AGREEMENTGroup Agreement • November 27th, 2020 • B. Riley Financial, Inc. • Services-business services, nec • New York
WHEREAS, 180 Degree Capital Corp., a New York corporation (“180 Degree Capital”), B. Riley Financial, Inc. and certain of its affiliated entities (collectively, “B. Riley”, and together with 180 Degree Capital, the “Group”) wish to form a group for the purpose of seeking to remove members of the Board of Directors of the Company (the “Board”) by written consent of stockholder of the Company in lieu of a meeting of stockholders, and for the purpose of taking all other action necessary or advisable to achieve the foregoing.
FEE AND INTEREST EQUITIZATION AGREEMENTFee and Interest Equitization Agreement • August 3rd, 2020 • B. Riley Financial, Inc. • Services-business services, nec • New York
This Fee and Interest Equitization Agreement (this “Agreement”), dated as of May 14, 2020, is made by and among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), B. Riley Financial, Inc. (“B. Riley Financial”) and, solely for purposes of Section 13 hereof, B. Riley FBR, Inc. (“B. Riley FBR”). As used herein, “Parties” refers collectively to the Company and B. Riley Financial.
LIMITED GUARANTY AGREEMENTLimited Guaranty Agreement • August 3rd, 2020 • B. Riley Financial, Inc. • Services-business services, nec • New York
This LIMITED GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Limited Guaranty”), dated as of May 14, 2020, is made by B. RILEY FINANCIAL, INC. (the “Limited Guarantor”), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the Administrative Agent, the Revolving Credit Lenders, each L/C Issuer, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 of the Credit Agreement described below and the other Persons to whom the Guaranteed Obligations are owed (collectively, the “Guaranteed Parties”).
Stock Purchase AGREEMENTStock Purchase Agreement • February 10th, 2021 • B. Riley Financial, Inc. • Services-business services, nec • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of February 8, 2021, is made by and among B. Riley Financial, Inc., a Delaware corporation (the “Purchaser”), and Vintage Capital Management, LLC, a Delaware limited liability company (“Vintage” or the “Seller”). As used herein, “Parties” refers collectively to the Purchaser and the Seller.
THIRD AMENDED AND RESTATED GUARANTYGreat American Group, Inc. • July 19th, 2013 • Services-business services, nec • Massachusetts
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE ACKNOWLEDGED, each of Great American Group, Inc., a Delaware corporation (“GAG Inc.”), and Great American Group, LLC, a California limited liability company (“Great American”), as of July 15, 2013 (the “Effective Date”), jointly and severally unconditionally guaranties to Wells Fargo Bank, National Association, successor by merger to Wells Fargo Retail Finance, LLC, (together with any of its successors-in-interest, the “Lender”), with an address at One Boston Place, 18th Floor, Boston, Massachusetts 02108, in its capacity as Lender under the Credit Agreement (as defined below), in accordance with the terms and conditions hereof, the payment of the Guaranteed Amount (as defined below).
