Exhibit 4.6


 


 



 


B. Riley Financial, Inc.


 


and


 


The Bank of New York Mellon Trust Company,
N.A.,


 


as Trustee


 


FIFTH SUPPLEMENTAL INDENTURE


 


Dated as of March 29, 2021


 


to the Indenture dated as of May 7, 2019


 


5.50% Senior Notes due 2026


 


 









 






     


     


    

 


Table
of Contents


	 	 	Page
	 	 	 
	ARTICLE 1 APPLICATION OF FIFTH SUPPLEMENTAL INDENTURE	1
	 	 	 
	Section 1.01.	Application of Fifth Supplemental Indenture.	1
	 	 	 
	ARTICLE 2 DEFINITIONS	2
	 	 	 
	Section 2.01.	Certain Terms Defined in the Indenture.	2
	 	 	 
	Section 2.02.	Definitions.	2
	 	 	 
	ARTICLE 3 FORM AND TERMS OF THE NOTES	3
	 	 	 
	Section 3.01.	Form and Dating.	3
	 	 	 
	Section 3.02.	Terms of the Notes.	3
	 	 	 
	Section 3.03.	Optional Redemption.	4
	 	 	 
	ARTICLE 4 CERTAIN COVENANTS	5
	 	 	 
	Section 4.01.	Merger, Consolidation or Sale of Assets.	5
	 	 	 
	Section 4.02.	Reporting.	5
	 	 	 
	Section 4.03.	Payment of Taxes.	5
	 	 	 
	ARTICLE 5 EVENTS OF DEFAULT	6
	 	 	 
	Section 5.01.	Events of Default.	6
	 	 	 
	ARTICLE 6 MISCELLANEOUS	7
	 	 	 
	Section 6.01.	Trust Indenture Act Controls.	7
	 	 	 
	Section 6.02.	New York Law to Govern.	7
	 	 	 
	Section 6.03.	Counterparts.	7
	 	 	 
	Section 6.04.	Severability.	7
	 	 	 
	Section 6.05.	Ratification.	7
	 	 	 
	Section 6.06.	Effectiveness.	7
	 	 	 
	Section 6.07.	Trustee Makes No Representation.	8
	 	 	 
	EXHIBIT A  Form of 5.50% Senior Note due
    2026	A-1


 




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FIFTH SUPPLEMENTAL INDENTURE


 


FIFTH SUPPLEMENTAL INDENTURE (this “Fifth
Supplemental Indenture”), dated as of March 29, 2021, 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”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company and the Trustee
executed and delivered 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”) and the Fourth Supplemental Indenture, dated
as of January 25, 2021 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture,
the “Indenture”) to provide for the issuance by the Company from time to time of Securities to be issued in
one or more series as provided in the Indenture;


 


WHEREAS, Section 9.1 of the Base
Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture,
without the consent of any Holders of Securities, to establish the form of any Security, as permitted by Section 2.1 of the Base
Indenture, and to provide for the issuance of the Notes (as defined below), as permitted by Section 3.1 of the Base Indenture,
and to set forth the terms thereof;


 


WHEREAS, the Company desires to
execute this Fifth Supplemental Indenture, pursuant to Section 2.1 of the Base Indenture, to establish the form and, pursuant to
Section 3.1 of the Base Indenture, to provide for the issuance, of a series of its senior notes designated as its 5.50% Senior
Notes due 2026 (the “Notes”), in an initial aggregate principal amount of $159,493,250. The Notes are a series
of Securities as referred to in Section 3.1 of the Base Indenture.


 


WHEREAS, the Company has requested
and hereby requests that the Trustee execute and deliver this Fifth Supplemental Indenture;


 


WHEREAS, the execution and delivery
of this Fifth Supplemental Indenture has been duly authorized by the Company and all things necessary have been done by the Company
to make this Fifth Supplemental Indenture, when executed and delivered by the Company, a valid and binding supplement to the Indenture
and agreement of the Company;


 


WHEREAS, all things necessary have
been done by the Company to make the Notes, when executed by the Company and authenticated and delivered by the Trustee in accordance
with the provisions of the Indenture, the valid and binding obligations of the Company; and


 


WHEREAS, all conditions precedent
provided for in the Indenture relating to this Fifth Supplemental Indenture have been complied with.


 


NOW, THEREFORE, in consideration
of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows:


 


ARTICLE
1

APPLICATION OF FIFTH SUPPLEMENTAL INDENTURE


 


Section 1.01. Application of Fifth Supplemental Indenture.


 


Notwithstanding any other provision of
this Fifth Supplemental Indenture, all provisions of this Fifth Supplemental Indenture are expressly and solely for the benefit
of the Holders of the Notes, and any such provisions shall not be deemed to apply to any other Securities issued under the Base
Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to
the Notes. Unless otherwise expressly specified, references in this Fifth Supplemental Indenture to specific Article numbers or
Section numbers refer to Articles and Sections contained in this Fifth Supplemental Indenture and not the Base Indenture or any
other document. All Initial Notes and Additional Notes, if any, shall be treated as a single class for all purposes of the Indenture,
including waivers, amendments, redemptions and offers to purchase.


  






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ARTICLE
2

DEFINITIONS


 


Section 2.01. Certain Terms Defined in the Base Indenture.


 


For purposes of this Fifth Supplemental
Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Base Indenture.


 


Section 2.02. Definitions. (a) For
the benefit of the Holders of the Notes, the following terms shall have the meanings set forth in this Section 2.02:


 


“Additional Notes” has
the meaning specified in Section 3.02(b) of this Fifth Supplemental Indenture.


 


“Depositary” has the
meaning specified in Section 3.01(c) of this Fifth Supplemental Indenture.


 


“Electronic Means” shall
mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee
as available for use in connection with its services under the Indenture, as supplemented by this Fifth Supplemental Indenture.


 


“Global Notes” means
the Notes in the form of Global Securities issued to the Depositary or its nominee, substantially in the form of Exhibit A.


 


“Initial Notes” has
the meaning specified in Section 3.02(b) of this Fifth Supplemental Indenture.


 


“Make-Whole Amount”
means, in connection with any optional redemption of any Note, the excess, if any, of (i) the sum of the present values, as of
the Redemption Date, of the remaining scheduled payments of principal of, and interest (exclusive of interest accrued to, but excluding,
the Redemption Date) on, such Note, assuming such Note matured on, and that accrued and unpaid interest on such Note was payable
through, the Notes Par Call Date, determined by discounting, on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months), such principal and interest at the Reinvestment Rate (determined on the third business day preceding the Redemption
Date) over (ii) the aggregate principal amount of such Notes being redeemed.


 


“Notes” has the meaning
specified in the recitals of this Fifth Supplemental Indenture.


 


“Notes Par Call Date”
has the meaning specified in Section 3.03(b) of this Fifth Supplemental Indenture.


 


“OFAC” has the meaning
specified in Section 6.09(a) of this Fifth Supplemental Indenture.


 


“Reinvestment Rate”
means, 0.500%, or 50 basis points, plus the arithmetic mean (rounded to the nearest one-hundredth of one percent) of the yields
displayed for each day in the preceding calendar week published in the most recent Statistical Release under the caption “Treasury
constant maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity of the
Notes (assuming that the Notes matured on the Notes Par Call Date) as of the Redemption Date. If no maturity exactly corresponds
to such remaining life to maturity, yields for the two published maturities most closely corresponding to such remaining life to
maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the
purpose of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination
of the Reinvestment Rate shall be used.


 


“Sanctions” has the
meaning specified in Section 6.09(a) of this Fifth Supplemental Indenture.


 






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“Statistical Release”
means that statistical release designated “H.15” or any successor publication that is published daily by the Federal
Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturities,
or, if such statistical release (or a successor publication) is not published at the time of any determination under the Indenture,
as supplemented by this Fifth Supplemental Indenture; then such other reasonably comparable index that shall be designated by us.

 


ARTICLE
3

FORM AND TERMS OF THE NOTES


 


Section 3.01. Form and Dating.


 


a) The Notes and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes shall be executed on behalf of the
Company by an Officer of the Company. The Notes may have notations, legends or endorsements required by law, stock exchange rules
or usage. Each Note shall be dated the date of its authentication. The Notes and any beneficial interest in the Notes shall be
in minimum denominations of $25 and integral multiples of $25 in excess thereof.


 


b) The terms and notations contained in
the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company and the Trustee, by their execution
and delivery of this Fifth Supplemental Indenture, as supplemented by this Fifth Supplemental Indenture; expressly agree to such
terms and provisions and to be bound thereby.


 


c) Global Notes. The Notes shall be issued
initially in the form of fully registered Global Securities, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with The Depository Trust Company, New York, New York (the “Depositary”) or its custodian
and registered in the name of Cede & Co., the Depositary’s nominee, duly executed by the Company and authenticated by
the Trustee.

 


d) Book-Entry Provisions. This Section
3.01(d) shall apply only to the Global Notes deposited with or on behalf of the Depositary. The Company shall execute and the Trustee
shall, in accordance with this Section 3.01(d), authenticate and deliver the Global Notes that shall be registered in the name
of the Depositary or the nominee of the Depositary and shall be delivered by the Trustee to the Depositary or its custodian.


 


e) Paying Agent. The Company initially
appoints the Trustee as Paying Agent for the payment of the principal of (and premium, if any) and interest on the Notes and the
Corporate Trust Office of the Trustee, is hereby designated as the Place of Payment where the Notes may be presented for payment.


 


Section 3.02. Terms of the Notes. The following terms
relating to the Notes are hereby established:


 


a) Title. The Notes shall constitute a
series of Securities having the title “5.50% Senior Notes due 2026”.


 


b) Principal Amount. The aggregate principal
amount of the Notes that may be initially authenticated and delivered under the Indenture (the “Initial Notes”)
shall be $159,493,250 (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in
lieu of, other Notes pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture). The Company may from time to time,
without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having
the same terms as to status, redemption or otherwise (except the price to public, the issue date and, if applicable, the initial
interest accrual date and the initial interest payment date) that may constitute a single fungible series with the Initial Notes;
provided that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional
Notes will have one or more separate CUSIP numbers. Any Additional Notes and the Initial Notes shall constitute a single series
under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes unless the context
otherwise requires.


 


c) Maturity Date. The entire outstanding
principal amount of the Notes shall be payable on March 31, 2026 (the “Maturity Date”).


 






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d) Interest Rate. The rate at which the
Notes shall bear interest shall be 5.50% per annum; the date from which interest shall accrue on the Notes shall be March 29, 2021,
or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes
shall be January 31, April 30, July 31 and October 31 of each year and on the Maturity Date, beginning April 30, 2021; the interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds,
to the Persons in whose names the Notes (or predecessor Notes) are registered (which shall initially be the Depositary) at the
close of business on the Regular Record Date for such interest, which shall be the January 15, April 15, July 15 or October 15
(whether or not a Business Day), as the case may be, preceding such Interest Payment Date, and the January 15 immediately preceding
the Maturity Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. For so long as
the Notes are represented in global form by one or more Global Securities, all payments of principal (and premium, if any) and
interest shall be made by wire transfer of immediately available funds to the Depositary or its nominee, as the case may be, as
the registered owner of the Global Security representing such Notes. In the event that definitive Notes shall have been issued,
all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the
accounts of the registered Holders thereof; provided, that the Company may elect to make such payments at the office of the Paying
Agent in the City of Chicago; and provided further, that the Company may at its option pay interest by check to the registered
address of each Holder of a definitive Note.


 


e) Currency. The currency of denomination
of the Notes is United States Dollars. Payment of principal of and interest and premium, if any, on the Notes shall be made in
United States Dollars.


 


f) Sinking Fund. The Notes are not subject
to any sinking fund.


  


g) Additional Interest. At the Company’s
election, the sole remedy with respect to an Event of Default due to a failure to comply with reporting requirements under the
Trust Indenture Act or under Section 4.02 below, for the first 180 calendar days after the occurrence of such Event of Default,
consists exclusively of the right to receive additional interest on the Notes at an annual rate equal to (1) 0.25% for the first
90 calendar days after such default and (2) 0.50% for calendar days 91 through 180 after such default. On the 181st day after such
Event of Default, if such violation is not cured or waived, the Trustee or the Holders of not less than 25% of the outstanding
principal amount of the Notes may declare the principal, together with accrued and unpaid interest, if any, on the Notes to be
due and payable immediately. If the Company chooses to pay such additional interest, the Company must notify the Trustee and the
Holders of the Notes by certificate of the Company’s election at any time on or before the close of business on the first
business day following the Event of Default.


 


Section 3.03. Optional Redemption.


 


a) The provisions of Article 11 of the
Base Indenture, as supplemented by the provisions of this Fifth Supplemental Indenture, shall apply to the Notes.


 


b) The Notes shall be redeemable as a whole
or in part, at any time and from time to time at the Company’s option prior
to January 1, 2026 (the “Notes Par Call Date”), at a redemption price equal to 100% of the principal amount
of the Notes to be redeemed, plus a Make-Whole Amount, if any, plus accrued and unpaid interest to, but excluding, the Redemption
Date.


 


c) The Notes shall be redeemable as a whole
or in part, at any time and from time to time at the Company’s option on
or after January 1, 2026 and prior to the Maturity Date, at a price equal to 100% of their principal amount, plus accrued and unpaid
interest to, but excluding, the Redemption Date.


 


d) In each case, redemption shall be upon
notice not fewer than 30 days and not more than 60 days prior to the Redemption Date. If less than all of the Notes are to be redeemed,
the particular Notes to be redeemed will be selected not more than 45 days prior to the Redemption Date by the Trustee from the
outstanding Notes not previously called for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided
that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not be less
than the minimum authorized denomination) for such Notes. The Trustee will promptly notify us in writing of the Notes selected
for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. The
Trustee shall have no obligation to calculate any redemption price, including any Make-Whole Amount, or any component thereof,
and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company
that specifies any redemption price.


 


e) Unless the Company defaults on the payment
of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.


 






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ARTICLE
4

CERTAIN COVENANTS


 


The following covenants shall be applicable
to the Company for so long as any of the Notes are Outstanding. Nothing in this Article will, however, affect the Company’s
rights or obligations under any other provision of the Base Indenture or this Fifth Supplemental Indenture.


 


Section 4.01. Merger, Consolidation or Sale of Assets.


 


The Company shall not merge or consolidate
with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer,
lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge
of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer,
lease, conveyance or disposition) in one transaction or series of related transactions unless:


  


a) the Company shall be the surviving Person
(the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation
or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized
and existing under the laws of the United States of America, any state thereof or the District of Columbia;


 


b) the Surviving Person (if other than
the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered
to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on,
all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture
to be performed by the Company;


 


c) immediately before and immediately after
giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be
continuing; and


 


d) in the case of a merger where the Surviving
Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate
and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply
with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with.


 


Section 4.02. Reporting.


 


If, at any time, the Company is not subject
to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Securities and
Exchange Commission, the Company agrees to furnish to Holders and the Trustee, for the period of time during which the Notes are
outstanding, its audited annual consolidated financial statements, within 75 days of its fiscal year end, and unaudited interim
consolidated financial statements, within 40 days of its fiscal quarter end (other than our fourth fiscal quarter). All such financial
statements will be prepared, in all material respects, in accordance with Generally Accepted Accounting Principles, as applicable.


 


Delivery of such reports, information and
documents to the Trustee pursuant to this Section 4.02 is for informational purposes only and the Trustee’s receipt of such
shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on an Officer’s Certificate).


 


Section 4.03. Payment of Taxes.


 


The Company will pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed
upon the Company or upon the income, profits or property of the Company, except where the failure to do so would not be reasonably
expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company;
provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment
or charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings.


 






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ARTICLE
5


EVENTS
OF DEFAULT


 


Section 5.01. Events of Default.


 


Solely for the benefit of the Holders of
the Notes, Section 5.1 of the Base Indenture is hereby deleted in its entirety and replaced with the following:


 


“Section 5.1. Events of Default.


 


“Event of Default”,
wherever used herein with respect to the Notes means any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body):


 


(1) default in the payment of any interest
upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;


 


(2) default in the payment of the principal
of any Note when due and payable;


  


(3) default in the performance, or breach,
of any covenant of the Company in this Indenture with respect to the Notes, and continuance of such default or breach for a period
of 60 days after there has been sent to the Company by the Trustee or to the Company and the Trustee by the Holders of at least
25% in principal amount of the Notes, a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder;


 


(4) the entry by a court having jurisdiction
in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or


 


(5) the commencement by the Company of
a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law
or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or
order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the
making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action.


 


The Trustee shall not be deemed to have notice or be charged
with knowledge of an Event of Default hereunder (except for those described in paragraphs (1) and (2) above if the Trustee is then
the Paying Agent) unless written notice of such default or Event of Default from the Company or any Holder is received by a Responsible
Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.”


 






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ARTICLE
6

MISCELLANEOUS


 


Section 6.01. Trust Indenture Act Controls.


 


If any provision of this Fifth Supplemental
Indenture limits, qualifies or conflicts with another provision which is required to be included in this Fifth Supplemental Indenture
by the Trust Indenture Act, the required provision shall control. If any provision of this Fifth Supplemental Indenture modifies
or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed
to apply to this Fifth Supplemental Indenture as so modified or to be excluded, as the case may be.


 


Section 6.02. New York Law to Govern.


 


This Fifth Supplemental Indenture and the
Notes shall be governed by and construed in accordance with the laws of the State of New York.


  


Section 6.03. Counterparts.


 


This Fifth Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. The exchange of copies of this Fifth Supplemental Indenture and of signature
pages that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on an
electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee,
shall constitute effective execution and delivery of this Fifth Supplemental Indenture for all purposes. Signatures of the parties
hereto that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on
an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee,
shall be deemed to be their original signatures for all purposes of this Fifth Supplemental Indenture as to the parties hereto
and may be used in lieu of the original.


 


Anything in the Base Indenture, this Fifth
Supplemental Indenture or the Notes to the contrary notwithstanding, for the purposes of the transactions contemplated by the Base
Indenture, this Fifth Supplemental Indenture, the Notes and any document to be signed in connection with the Base Indenture, this
Fifth Supplemental Indenture or the Notes (including the Trustee’s Certificate of Authentication on the Notes, amendments,
waivers, consents and other modifications, Officer’s Certificates, Company Requests, Company Orders and Opinions of Counsel
and other issuance, authentication and delivery documents) or the transactions contemplated hereby may be signed by manual signatures
that are scanned, photocopied or faxed or other electronic signatures created on an electronic platform (such as DocuSign) or by
digital signature (such as Adobe Sign), in each case that is approved by the Trustee, and contract formations on electronic platforms
approved by the Trustee, and the keeping of records in electronic form, are hereby authorized, and each shall be of the same legal
effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as
the case may be.


 


Section 6.04. Severability. If any
provision of this Fifth Supplemental Indenture or the Notes shall be held to be illegal or unenforceable under applicable law,
then the remaining provisions hereof shall be construed as though such invalid, illegal or unenforceable provision were not contained
therein.


 


Section 6.05. Ratification.


 


The Indenture, as supplemented by this
Fifth Supplemental Indenture, is in all respects ratified and confirmed. All provisions included in this Fifth Supplemental Indenture
supersede any conflicting provisions included in the Indenture, unless not permitted by law. The Trustee accepts the trusts created
by the Indenture, as supplemented by this Fifth Supplemental Indenture, and agrees to perform the same upon the terms and conditions
of the Indenture.


 


Section 6.06. Effectiveness.


 


The provisions of this Fifth Supplemental
Indenture shall become effective as of the date hereof.


 






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Section 6.07. Trustee Makes No Representation.


 


The recitals and statements contained herein
and in the Notes are made solely by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity, adequacy or sufficiency of this Fifth Supplemental Indenture or
the Notes. All rights, protections, privileges, indemnities, immunities and benefits granted or afforded to the Trustee under the
Base Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered
or omitted to be taken by the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed
to act under this Fifth Supplemental Indenture.


 


Section 6.08. Electronic Means.


 


The Trustee shall have the right to accept
and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to the Indenture,
as supplemented by this Fifth Supplemental Indenture and delivered using Electronic Means; provided, however, that the Company
shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended
by the Company whenever a person is to be added or deleted from the listing.  If the Company elects to give the Trustee Instructions
using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding
of such Instructions shall be deemed controlling.  The Company understands and agrees that the Trustee cannot determine the
identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport
to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such
Authorized Officer.  The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions
to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality
of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company.  The Trustee
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. 
The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third
parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions
to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company;
(iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a
commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee
immediately upon learning of any compromise or unauthorized use of the security procedures.

 


Section 6.09. OFAC Certification and Covenants.


 


a) The Company covenants and represents that neither they nor
any of their affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government,
(including, the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)), the United
Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”).


 


b) The Company covenants and represents that neither they nor
any of their affiliates, subsidiaries, directors or officers will use any payments made pursuant to the Indenture, as supplemented
by this Fifth Supplemental Indenture, (i) to fund or facilitate any activities of or business with any person who, at the time of
such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with
any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation
of Sanctions by any person.


 


[Remainder of page intentionally left blank.]


 




    8


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed as of the date first above written.


 


	 	B. RILEY FINANCIAL, INC.
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	 	Name: Phillip J. Ahn
	 	 	Title: Chief Financial Officer and Chief Operating Officer


 


[Signature Page to Fifth Supplemental
Indenture]


 




     


     


    

 


	 	
        THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as
Trustee 

	 	 
	 	By:	/s/ Manjari Purkayastha
	 	 	Name: Manjari Purkayastha
	 	 	Title: Vice President


 


[Signature Page to B. Riley Financial,
Inc. Fifth Supplemental Indenture]


 




     


     


    

 


EXHIBIT A


 


THIS NOTE IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR
A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY
OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


B. RILEY FINANCIAL, INC.


 


5.50% Senior Note due 2026


 


	No. 	Principal Amount
	CUSIP No. 05580M 827	$[______]


ISIN No. US05580M8275


 


B. Riley Financial, Inc., a Delaware corporation
(hereinafter called the “Company”, which term includes any successor Person under the Indenture referred to
below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [________] Dollars
(U.S. $[________]) on March 31, 2026 (the “Maturity Date”) and to pay interest thereon from March 29, 2021 or
from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on January 31, April
30, July 31 and October 31 in each year and on the Maturity Date (each an “Interest Payment Date”), beginning
April 30, 2021 at the rate of 5.50% per annum, until the principal hereof is paid or duly made available for payment. The interest
so payable and punctually paid or duly provided for on any Interest Payment Date shall, as provided in such Indenture, be paid
to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the January 15, April 15, July 15 or October 15 (whether or not a Business Day),
as the case may be, preceding such Interest Payment Date, and the January 15 immediately preceding the Maturity Date. Any such
interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease
to be payable to the Holder hereof on the relevant Regular Record Date by virtue of having been such Holder, and may be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
the Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.


 


The amount of interest payable for any
interest period, including interest payable for any partial interest period, will be computed on the basis of a 360-day year comprised
of twelve 30-day months. If an interest payment date falls on a non-Business Day, the applicable interest payment will be made
on the next Business Day and no additional interest will accrue as a result of such delayed payment.


 






    A-1


     


    

 


Payment of the principal of (and premium,
if any) and the interest on this Note shall be made at the designated office of the Trustee (as defined below) at The Bank of New
York Mellon Trust Company, N.A., 2 North LaSalle Street, 7th Floor, Chicago, IL 60602, in such currency of the United
States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, for so
long as the Notes are represented in global form by one or more Global Securities, all payments of principal (and premium, if any)
and interest shall be made by wire transfer of immediately available funds to the Depositary or its nominee, as the case may be,
as the registered owner of the Global Security representing such Notes. In the event that definitive Notes shall have been issued,
all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the
accounts of the registered Holders thereof; provided, that the Company may at its option pay interest by check to the registered
address of each Holder of a definitive Note.


 


This Note is one of the duly authorized
series of Securities of the Company, designated as the Company’s “5.50% Senior Notes due 2026”, initially limited
to an aggregate principal amount of $159,493,250 all issued or to be issued under and pursuant to an Indenture (the “Base
Indenture”), dated as of May 7, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee
(hereinafter referred to as the “Trustee”), as supplemented by the First Supplemental Indenture thereto, dated
as of May 7, 2019 (the “First Supplemental Indenture”), the Second Supplemental Indenture thereto, dated as
of September 23, 2019 (the “Second Supplemental Indenture”), the Third Supplemental Indenture thereto, dated
as of February 12, 2020 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture thereto, dated
as of January 25, 2021 (the “Fourth Supplemental Indenture”) and the Fifth Supplemental Indenture thereto, dated
as of March 29, 2021 (the “Fifth Supplemental Indenture,” and, together with the Base Indenture, the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”).
Reference is hereby made to the Indenture for a description of the respective rights, limitation of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders of the Notes.


 


The Company may redeem the Notes as a whole
or in part, at any time and from time to time at the Company’s option prior
to January 1, 2026, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus a Make-Whole
Amount, if any, plus accrued and unpaid interest to, but excluding, the Redemption Date.


 


The Company may redeem the Notes as a whole
or in part, at any time and from time to time at the Company’s option on
or after January 1, 2026 and prior to the Maturity Date, at a price equal to 100% of their principal amount, plus accrued and unpaid
interest to, but excluding, the Redemption Date.


 


In each case, redemption shall be upon
notice not fewer than 30 days and not more than 60 days prior to the Redemption Date. If less than all of the Notes are to be redeemed,
the Notes to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee from the outstanding
Notes not previously called for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the
unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the
minimum authorized denomination) for such Notes. The Trustee will promptly notify the Company in writing of the Notes selected
for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.


 


The Notes are not subject to any sinking
fund.


 


The Trustee shall have no obligation to
calculate any redemption price, including any Make-Whole Amount, or any component thereof, and the Trustee shall be entitled to
receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.


 


If an Event of Default with respect to
the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.


  


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding
of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.


 






    A-2


     


    

 


No reference herein to the Indenture and
no provision of this Note or of the Indenture shall alter or impair the right of the Holder of this Note, which is absolute and
unconditional, to receive payment of the principal of and interest on this Note at the times herein and in the Indenture prescribed
and to institute suit for the enforcement of any such payment unless the Holder of this Note shall have consented to the impairment
of such right.


 


As provided in the Indenture and subject
to certain limitations set forth therein, the transfer of this Note may be registered in the Security Register, upon surrender
of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium,
if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of any authorized denominations and of a like aggregate principal amount and
tenor, shall be issued to the designated transferee or transferees.


 


The Notes are issuable only in registered
form without coupons in minimum denominations of $25 and integral multiples of $25 in excess thereof. Subject to certain limitations
therein set forth in the Indenture and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes
of this series in different authorized denominations, as requested by the Holders surrendering the same.


 


No service charge shall be made for any
such registration of transfer or for exchange of this Note, but the Company or the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
a Note, other than in certain cases provided in the Indenture.


 


Prior to due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture contains provisions whereby
(i) the Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company
may be released from its obligations under specified covenants and agreements in the Indenture, in each case if the Company irrevocably
deposits with the Trustee money or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes
of this series, and satisfies certain other conditions, all as more fully provided in the Indenture.


 


This Note shall be governed by and construed
in accordance with the laws of the State of New York.


 


All terms used in this Note which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


 


Unless the certificate of authentication
hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature (which may be scanned, photocopied
or faxed or otherwise signed electronically (including by DocuSign or Adobe Sign)) of one of its authorized signatories, this Note
shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.


 






    A-3


     


    

 


IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.


 


Dated:


 


	 	B. RILEY FINANCIAL, INC.
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to B. Riley Financial,
Inc. Global Note]


 






     


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


 


Dated:


 


	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 	
        

	 	By: 	 
	 	 	Name: Title:


 


[Authentication Certificate to B. Riley,
Financial, Inc. Global Note]


 




     


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.


 


	TEN COM - as tenants	UNIF GIFT MIN ACT - . . .Custodian
	in common	(Cust) (Minor)
	TEN ENT - as tenants by	Under Uniform Gifts to
	the entireties	Minor Act
	JT TEN - as joint tenants	 	 
	with right of	 
	survivorship and	 
	not as tenants in	 
	common	 	(State)


 


Additional abbreviations may also be used though not in the
above list.


 


 


 



FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto


 


 


 



(Please insert Assignee’s legal name)


 


 


 



(Please insert Social Security or other identifying number of
Assignee)


 


 


 



 


 


 


 



(Please print or typewrite name and address including postal
zip code of Assignee)


 


the within Note of B. RILEY FINANCIAL, INC. and does hereby
irrevocably constitute and appoint attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.


Dated:


 


	 	Your Signature: 	 
	 	 	(Sign exactly as your name appears on the
	 	 	face of this Note)


 


 



[NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change
whatever.]