Exhibit 4.1


 


B. Riley Financial, Inc.


 


and


 


U.S. Bank National Association,


 


as Trustee


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of May 31, 2017


 


to the Indenture dated as of November 2,
2016


 


7.50% Senior Notes due 2027


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE 1 APPLICATION OF SECOND SUPPLEMENTAL INDENTURE	1
	 	 	 
	Section 1.01.	Application of Second Supplemental Indenture.	1
	 	 	 
	ARTICLE 2 DEFINITIONS	1
	 	 	 
	Section 2.01.	Certain Terms Defined in the Indenture.	1
	 	 	 
	Section 2.02.	Definitions.	1
	 	 	 
	ARTICLE 3 FORM AND TERMS OF THE NOTES	2
	 	 	 
	Section 3.01.	Form and Dating.	2
	 	 	 
	Section 3.02.	Terms of the Notes.	2
	 	 	 
	Section 3.03.	Optional Redemption.	3
	 	 	 
	ARTICLE 4 CERTAIN COVENANTS	3
	 	 	 
	Section 4.01.	Merger, Consolidation or Sale of Assets.	4
	 	 	 
	Section 4.02.	Reporting.	4
	 	 	 
	Section 4.03.	Payment of Taxes.	4
	 	 	 
	ARTICLE 5 EVENTS OF DEFAULT	4
	 	 	 
	Section 5.01.	Events of Default.	4
	 	 	 
	ARTICLE 6 MISCELLANEOUS	5
	 	 	 
	Section 6.01.	Trust Indenture Act Controls.	5
	 	 	 
	Section 6.02.	New York Law to Govern.	5
	 	 	 
	Section 6.03.	Counterparts.	5
	 	 	 
	Section 6.04.	Severability.	5
	 	 	 
	Section 6.05.	Ratification.	6
	 	 	 
	Section 6.06.	Effectiveness.	6
	 	 	 
	Section 6.07.	Trustee Makes No Representation.	6
	 	 	 
	EXHIBIT A Form of 7.50% Senior Note due 2027	A-1


 




     


     


    

 


SECOND SUPPLEMENTAL INDENTURE


 


SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”),
dated as of May 31, 2017, between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and U.S. Bank National
Association, as trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company and the Trustee executed and delivered
an Indenture, dated as of November 2, 2016 (the “Base Indenture,” as supplemented by the First Supplemental Indenture,
dated November 2, 2016 (the “First Supplemental Indenture”) and together with this Second 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 Second 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 7.50% Senior Notes due 2027 (the “Notes”),
in an initial aggregate principal amount of $60,375,000. The Notes are a series of securities as referred to in Section 3.1 of
the Base Indenture.


 


WHEREAS, the Company has requested that the Trustee execute
and deliver this Second Supplemental Indenture;


 


WHEREAS, all things necessary have been done by the Company
to make this Second Supplemental Indenture, when executed and delivered by the Company, a valid supplement to the Indenture; and


 


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


 


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 SECOND SUPPLEMENTAL INDENTURE


 


Section 1.01. Application of Second Supplemental Indenture.


 


Notwithstanding any other provision of this Second Supplemental
Indenture, all provisions of this Second 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 Second Supplemental Indenture to specific Article numbers or Section numbers refer to Articles
and Sections contained in this Second Supplemental Indenture as they amend or supplement the Base 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 this
Indenture, including waivers, amendments, redemptions and offers to purchase.


 


ARTICLE
2


DEFINITIONS


 


Section 2.01. Certain Terms Defined in the Indenture.


 


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


 


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:


 




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


 


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


 


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


 


“person” has the meaning given thereto in Section 13(d)(3)
of the Exchange Act.


 


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
Second 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”) 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 pursuant to the Depositary’s instructions.


 


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 office of the Trustee at U.S.
Bank National Association, 633 West Fifth Street, 24th Floor Los Angeles, California 90071, 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 “7.50% Senior Notes due 2027”.


 


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 $60,375,000
(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 ranking and the
same interest rate, Maturity and other terms as the Initial Notes. 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 May 31, 2027.


 




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d) Interest Rate. The rate at which the Notes shall bear
interest shall be 7.50% per annum; the date from which interest shall accrue on the Notes shall be May 31, 2017, 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, beginning July 31, 2017; 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. 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 Los Angeles; 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 Second 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 on or after May 31, 2020 at the Company’s option, upon notice not fewer than 30 days and not more than
60 days prior to the date fixed for redemption to each Holder of Notes to be redeemed, at a redemption price equal to the principal
amount plus any unpaid interest payable thereon accrued to, but excluding, the date fixed for redemption.


 


c) 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.


 


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


 


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, the First Supplemental Indenture or this Second Supplemental Indenture.


 




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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 Trustee, for the period of time during which the Notes are outstanding, its audited annual consolidated
financial statements, within 90 days of its fiscal year end, and unaudited interim consolidated financial statements, within 45
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.


 


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.


 


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;


 




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(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.


 


Subject to the provisions of Section 6.1 hereof, the Trustee shall
not be deemed to have 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 a Responsible Officer of the Trustee shall have actual knowledge thereof or shall
have received written notice thereof and such notice references the Notes and this Indenture.


 


ARTICLE
6


MISCELLANEOUS


 


Section 6.01. Trust Indenture Act Controls.


 


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


 


Section 6.02. New York Law to Govern.


 


This Second 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 Second 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 Second Supplemental Indenture and of signature pages by facsimile,
PDF or other electronic transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as
to the parties hereto and may be used in lieu of the original Second Supplemental Indenture and signature pages for all purposes.


 


Section 6.04. Severability. If any provision of this Second
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.


 




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Section 6.05. Ratification.


 


The Base Indenture, as supplemented and amended by the First Supplemental
Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed. The Indenture
shall be read, taken and construed as one and the same instrument. All provisions included in this Second Supplemental Indenture
supersede any conflicting provisions included in the Base Indenture, as supplemented and amended by the First Supplemental Indenture,
unless not permitted by law. The Trustee accepts the trusts created by the Indenture, and agrees to perform the same upon the terms
and conditions of the Indenture.


 


Section 6.06. Effectiveness.


 


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


 


Section 6.07. Trustee Makes No Representation.


 


The recitals contained herein are made 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 or sufficiency of this Second Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted
or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable
to all actions taken, suffered or omitted by the Trustee in each of its capacities hereunder, and each agent, custodian and other
Person employed to act under this Second Supplemental Indenture.


 


[Remainder of page intentionally left blank.]


 




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IN WITNESS WHEREOF, the parties hereto have caused this Second 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 & Chief Operating Officer


 


[Signature Page to Supplemental Indenture]


 




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	 	U.S. Bank National Association, as Trustee
	 	 	 
	 	By:	/s/ Bradley Scarbrough
	 	 	Name: Bradley Scarbrough
	 	 	Title: Vice President


 


[Signature Page to Supplemental Indenture]


 




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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.


 


7.50% Senior Note due 2027


 


	No. [●]	Principal Amount
	CUSIP No. 05580M 306	$60,375,000


 


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 Sixty Million Three Hundred Seventy-Five
Thousand U.S. Dollars (U.S. $60,375,000) on May 31, 2027 and to pay interest thereon from May 31, 2017 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 (each an “Interest Payment Date”), beginning July 31, 2017 at the rate of 7.50% 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. 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.


 


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 U.S. Bank National Association, 633 West
Fifth Street, 24th Floor Los Angeles, California 90071, 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.


 




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This Note is one of the duly authorized series of Securities of
the Company, designated as the Company’s “7.50% Senior Notes due 2027”, initially limited to an aggregate principal
amount of $60,375,000 all issued or to be issued under and pursuant to an Indenture (the “Base Indenture”), dated as
of November 2, 2016, between the Company and U.S. Bank National Association, as trustee (hereinafter referred to as the “Trustee”),
as supplemented by the First Supplemental Indenture thereto, dated as of November 2, 2016 (the “First Supplemental Indenture”),
as supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture”, and together with the Base
Indenture and the First 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 on or after May 31, 2020 at the Company’s option, upon notice sent not fewer than 30 days and not more
than 60 days prior to the date fixed for redemption to each Holder of Notes to be redeemed, at a redemption price equal to the
principal amount plus any unpaid interest payable thereon accrued to, but excluding, the date fixed for redemption.


 


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.


 


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.


 


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.


 




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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.


 




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Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee under the Indenture by the manual signature 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.


 


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


 


Dated: [●]


 


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


 


[Signature Page to Global Note]


 




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TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


Dated: [●]


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


[Signature Page to Global Note]


 




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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.]


 




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