DEPOSIT AGREEMENTDeposit Agreement • October 7th, 2019 • B. Riley Financial, Inc. • Services-business services, nec • Delaware
This DEPOSIT AGREEMENT is made and entered into as of October 7, 2019 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.
ContractB. Riley Financial, Inc. • October 7th, 2019 • Services-business services, nec • New York
The Preferred Shares, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Shares that are to be issued by Continental Stock Transfer & Trust Company, as depositary (the “Depositary”), pursuant to the terms of a deposit agreement to be entered into among the Company, the Depositary, and the holders from time to time of Depositary Receipts delivered thereunder (the “Deposit Agreement”). For purposes of this Agreement, “Depositary Shares” means the depositary shares, each representing 1/1000th ownership interest in a Preferred Share. The Shares shall have the terms set forth in Schedule B hereto. The Shares 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.
