0001213900-19-018652 Sample Contracts

Contract
B. Riley Financial, Inc. • September 23rd, 2019 • 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”) and the Second Supplemental Indenture to be dated as of September 23, 2019 (the “Second Supplemental Indenture” and together with the Base Indenture and the First 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 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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and The Bank of New York Mellon Trust Company, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of September 23, 2019 to the Indenture dated as of May 7, 2019
Supplemental Indenture • September 23rd, 2019 • B. Riley Financial, Inc. • Services-business services, nec • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of September 23, 2019, 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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