Bryant Riley Sample Contracts

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Previous Companies
10 percent owner until May 19th, 2004
other: See Explanation of Responses until December 30th, 2009
director until June 30th, 2013
director, 10 percent owner until December 17th, 2008
director until July 22nd, 2010
10 percent owner until January 30th, 2008
director until December 31st, 2012
10 percent owner until October 31st, 2008
director until January 27th, 2009
other: See explanation. until November 20th, 2009
other: See remarks until September 14th, 2007
other: Formerly a 10% owner until December 12th, 2005
10 percent owner until August 12th, 2009
10 percent owner until August 31st, 2010
director until December 28th, 2007
director until May 13th, 2009
10 percent owner until February 13th, 2008
director until May 31st, 2012
10 percent owner until June 26th, 2006
other: Former Director until July 12th, 2012
10 percent owner until August 13th, 2007
director, 10 percent owner until November 21st, 2008
10 percent owner until January 31st, 2008
director until October 31st, 2006
director until June 16th, 2010
director until January 4th, 2007
10 percent owner until March 24th, 2008
10 percent owner until January 18th, 2008
director, 10 percent owner until March 30th, 2012
B. Riley Financial, Inc.Group Agreement (February 1st, 2021)

THIS AGREEMENT, dated as of January 28, 2021 (the “Effective Date”), is by and between 272 Capital, LP (“272 Capital”) and B. Riley Financial, Inc. (“B. Riley “) (each, a “Party” and, collectively, the “Parties”).

B. Riley Financial, Inc.Contract (January 25th, 2021)

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 to be dated as of February 12, 2020 (the “Third Supplemental Indenture”) and the Fourth Supplemental Indenture to be dated as of January 25, 2021 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third 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 d

B. Riley Financial, Inc.Contract (September 4th, 2020)

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.

B. Riley Financial, Inc.LIMITED GUARANTY AGREEMENT (August 3rd, 2020)

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”).

B. Riley Financial, Inc.Contract (February 14th, 2020)
B. Riley Financial, Inc.Contract (December 5th, 2019)
B. Riley Financial, Inc.Membership Interest Purchase AGREEMENT (November 1st, 2019)

THIS Membership Interest Purchase AGREEMENT (this “Agreement”) is dated as of October 11, 2019, by and among B. Riley Brand Management LLC, a Delaware limited liability company (“Buyer”), BR Brand Holdings LLC, a New York limited liability company (the “Company”), BR BRAND ACQUISITION LLC, a New York limited liability company (“Holdco”), and, solely with respect to Sections 1.1(b), 6.8 and 6.11 hereof, B. Riley Financial, Inc., a Delaware corporation (“B. Riley”). Buyer, the Company, Holdco and B. Riley are each referred to herein as a “Party” and referred to herein collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Section 12.

B. Riley Financial, Inc.Contract (October 7th, 2019)

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.

B. Riley Financial, Inc.Contract (September 23rd, 2019)
B. Riley Financial, Inc.Contract (May 7th, 2019)

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 together with the Base 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“).

B. Riley Financial, Inc.Contract (December 18th, 2018)
B. Riley Financial, Inc.Amendment No. 1 to Employment Agreement (July 16th, 2018)

This Amendment No. 1 to Employment Agreement (this “Amendment”) is entered into as of July 10, 2018, by and among B. Riley Financial, Inc. (the “Company”) and Bryant R. Riley (the “Executive”). The above parties are referred to collectively herein as the “Parties,” and individually as a “Party.”

B. Riley Financial, Inc.Contract (June 5th, 2018)
B. Riley Financial, Inc.Contract (May 17th, 2018)

The Company has entered into that Agreement and Plan of Merger dated as of November 9, 2017 (the “magicJack Merger Agreement”) by and among magicJack Vocaltec Ltd. an Israeli corporation (“magicJack”), and others pursuant to which magicJack shall, subject to the conditions set forth therein, become a wholly-owned subsidiary of the Company (the “Acquisition”).

B. Riley Financial, Inc.Contract (December 19th, 2017)
B. Riley Financial, Inc.Contract (December 6th, 2017)

The Company has entered into that Agreement and Plan of Merger dated as of November 9, 2017 (the “MagicJack Merger Agreement”) by and among MagicJack Vocaltec Ltd. an Israeli corporation (“MagicJack”), and others pursuant to which MagicJack shall, subject to the conditions set forth therein, become a wholly-owned subsidiary of the Company (the “Acquisition”).

B. Riley Financial, Inc.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, 2017 (November 9th, 2017)

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.

B. Riley Financial, Inc.Contract (June 28th, 2017)
B. Riley Financial, Inc.Contract (May 10th, 2016)

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.”

B. Riley Financial, Inc.AGREEMENT AND PLAN OF MERGER BY AND AMONG B. RILEY FINANCIAL, UNIFY MERGER SUB, INC. AND UNITED ONLINE, INC. DATED AS OF MAY 4, 2016 (May 6th, 2016)

AGREEMENT AND PLAN OF MERGER, dated as of May 4, 2016 (this “Agreement”), by and among B. Riley Financial, Inc., a Delaware corporation (“Parent”), Unify Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and United Online, Inc., a Delaware corporation (the “Company”).

B. Riley Financial, Inc.Contract (August 11th, 2015)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 13, 2015, between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and Alan N. Forman (“Executive”).

B. Riley Financial, Inc.B. RILEY FINANCIAL, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES (April 20th, 2015)

INDENTURE, dated as of , 20 , between B. RILEY FINANCIAL, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at 21860 Burbank Boulevard, Suite 300 South, Woodland Hills, California 91367 and , as Trustee (herein called the “Trustee”).

Great American Group, Inc.ESCROW AGREEMENT (June 18th, 2014)

This Escrow Agreement (this “Escrow Agreement”), dated as of June 18, 2014, is entered into by and among Great American Group, Inc., a Delaware corporation (“Parent”), Bryant Riley (“Seller”) and Continental Stock Transfer & Trust Company, Inc., as escrow agent (“Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned such terms in the Acquisition Agreement (as defined below).

LCC International IncSeptember 4, 2008 (September 16th, 2008)

Reference is made to that certain Shareholder Guaranty Agreement of even date herewith (the “Guaranty”) in the form attached hereto as Exhibit A given by Milfam Guarantor, LLC (“Miller”) and BR Investco, LLC (“Riley” and with Miller, the “Guarantors”), pursuant to which the Guarantors have agreed to jointly and severally guaranty the payment of the Obligations of LCC International, Inc. (the “Company”) under that certain Amended and Restated Credit Agreement, dated as of May 29, 2007 (as amended and otherwise modified from time to time, the “Credit Agreement”), by and between the Company and Bank of America, N.A. (the “Lender”). Defined or capitalized terms used in this letter agreement shall have the meanings set forth in the Guaranty, unless such terms are defined herein or unless the context clearly indicates to the contrary.

Management Network Group IncSTANDSTILL AGREEMENT (June 12th, 2008)

THIS STANDSTILL AGREEMENT (the “Agreement”) dated as of June 12, 2008 (the “Effective Date”) by and among The Management Network Group, Inc., a Delaware corporation (the “Company”) and Riley Investment Partners Master Fund, L.P., a Cayman Islands, limited partnership (“Riley Investment Partners”), Riley Investment Management, LLC, a New York limited liability company (“RIM”) and Bryant R. Riley (“Riley,” and with Riley Investment Partners and RIM, collectively the “Stockholders”).

Management Network Group IncSTOCK PURCHASE AGREEMENT (June 12th, 2008)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated the 12th day of June, 2008, and entered into by and among Riley Investment Partners Master Fund LP, a Cayman Islands limited partnership (“Seller”), Riley Investment Management, LLC., a Delaware limited liability company (“RIM”) and Bryant R. Riley (“Riley”) (Seller, together with RIM and Riley, the “Seller Group”) and The Management Network Group, Inc., a Delaware corporation (the “Company”).

Integrated Silicon Solution IncNovember 28, 2007 Bryant R. Riley Riley Investment Management LLC 11000 Santa Monica Boulevard Suite 810 Los Angeles, CA 90025 (December 3rd, 2007)

This letter is intended to reflect our recent discussions. To confirm your agreement to the matters herein, please sign and return this letter to me.

Integrated Silicon Solution IncSTANDSTILL AGREEMENT (December 3rd, 2007)

This STANDSTILL AGREEMENT (this “Agreement”) is made as of November 28, 2007, by and among Integrated Silicon Solution, Inc., a Delaware corporation (“Company”), Riley Investment Management, LLC, a Delaware limited liability company, Riley Investment Partners Master Fund, L.P., a Cayman Islands limited partnership, Bryant R. Riley, B. Riley & Co. Retirement Trust, a California trust, and B. Riley & Co., LLC, a Delaware limited liability company (collectively, the “Holders”).

StrasbaughWITNESSETH: (September 17th, 2007)
Integrated Silicon Solution IncDecember 5, 2006 Bryant R. Riley Riley Investment Management LLC 11000 Santa Monica Boulevard Suite 810 Los Angeles, CA 90025 (December 7th, 2006)

This letter is to confirm our recent discussions regarding the amendment of numbered paragraph 2 of that certain letter agreement dated August 28, 2006 (the “Letter Agreement”) among you and your affiliated entities and Integrated Silicon Solution, Inc. (“ISSI”). To confirm your agreement to the matters herein, please sign and return this letter to me.

Integrated Silicon Solution IncSTANDSTILL AGREEMENT (September 12th, 2006)

This STANDSTILL AGREEMENT (this “Agreement”) is made as of September 7, 2006, by and among Integrated Silicon Solution, Inc., a Delaware corporation (“Company”), Riley Investment Management, LLC, a Delaware limited liability company, SACC Partners, LP, a Delaware limited partnership, Bryant R. Riley, B. Riley & Co. Retirement Trust, a California trust, and B. Riley & Co., Inc., a Delaware corporation (collectively, the “Holders”).

Carreker CorpBOARD REPRESENTATION AGREEMENT (June 27th, 2006)

THIS AGREEMENT, dated as of June 26, 2006 (the “Agreement”), is by and between Carreker Corporation, a Delaware corporation (the “Company”), Riley Investment Management, LLC (“Riley Management”), SACC Partners LP (“SACC”), and Bryant R. Riley (“Riley”), (Riley Management, SACC, and Riley are referred to collectively as the “Riley Parties”). This Agreement shall not apply to B. Riley & Co., Inc. with respect to client accounts, subject to the last sentence of Section 3(d).

Alliance Semiconductor Corp /De/SETTLEMENT AGREEMENT (October 21st, 2005)

SETTLEMENT AGREEMENT, dated as of October 17, 2005 (this “Agreement”), by and among Alliance Semiconductor Corporation, a Delaware corporation (the “Company”), N. Damodar Reddy, Sanford L. Kane, Gregory E. Barton, Juan A. Benitez, Edward J. McCluskey, C.N. Reddy, Bryant R. Riley, Alan B. Howe, Bob D’Agostino, J. Michael Gullard, and B. Riley & Co., Inc., a Delaware corporation.