Exhibit 10.4


GUARANTY AGREEMENT


 


This GUARANTY AGREEMENT (as
amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of June 30,
2021, is made by B. RILEY FINANCIAL, INC. (the “Guarantor”), in favor of MSD PCOF PARTNERS XLV, LLC, as agent
(in such capacity, the “Agent”) for the ratable benefit of the Agent, the Cash Collateral Providers (as such
term is defined in the Reimbursement Agreement described below), each co-agent or sub-agent appointed by the Agent from time to time pursuant
to Section 14.1 of the Reimbursement Agreement described below and the other Persons to whom the Guaranteed Obligations are
owed (collectively, the “Guaranteed Parties”).


 


PRELIMINARY STATEMENT


 


WHEREAS, pursuant to that
certain Letter of Credit Issuance and Reimbursement and Guaranty Agreement, dated as of the date hereof (as further amended, restated,
supplemented or otherwise modified from time to time, the “LC Facility Agreement”), among PNC Bank (in its capacity
as Issuer thereunder (the “Issuer”)), Babcock & Wilcox Enterprises, Inc. (the “Borrower”)
and the Guarantors, the Issuer has agreed to issue letters of credit for the account of the Borrower, the Guarantors, and any Joint Venture
or Consortium in accordance with the terms thereof, including the term that the Cash Collateral Providers provide cash collateral (the
 “Cash Collateral”) to the Issuer to secure Eligible Letters of Credit as more fully set forth in the LC Facility Agreement
and that certain Cash Collateral Agreement, dated as of the date hereof (as further amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms hereof, the “Cash Collateral Agreement”), among the Issuer, the
Agent, the Cash Collateral Providers, the Borrower and the Guarantors;


 


WHEREAS, pursuant to that
certain Reimbursement, Guaranty, and Security Agreement, dated as of the date hereof (as further amended, restated, supplemented or otherwise
modified from time to time in accordance with the terms hereof, the “Reimbursement Agreement”), among the Borrower,
the Guarantors, the Cash Collateral Providers, and the Agent, the Cash Collateral Providers have agreed to provide, for the benefit of
the Borrower and Guarantors, the Cash Collateral to the Issuer to secure Eligible Letters of Credit (the “Cash Collateral Facility”),
upon the terms and subject to the conditions and reimbursement obligations set forth therein;


 


WHEREAS, execution of this
Guaranty is a condition precedent to the effectiveness of the Reimbursement Agreement and the provision of Cash Collateral, and the Agent
and the Cash Collateral Providers are entering into the Reimbursement Agreement and providing the Cash Collateral in reliance on the Guarantor’s
obligations hereunder; and


 


WHEREAS, the Guarantor is
an owner of Equity Interests in the Borrower, and will materially benefit from the issuance of Eligible Letters of Credit to be secured
by the Cash Collateral provided pursuant to the Reimbursement Agreement.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, and to induce the Agent and
the other Guaranteed Parties to enter into the Reimbursement Agreement, provide the Cash Collateral, and make certain extensions of credit
available to the Borrower under the Reimbursement Agreement, the Guarantor hereby agrees with the Agent, for the ratable benefit of the
Guaranteed Parties as follows:


 






     


     


    

 


AGREEMENT


 


1.            Defined
Terms. Capitalized terms used and not otherwise defined herein shall have the meanings herein that are assigned to such terms in the
Reimbursement Agreement. The following terms when used herein shall have the meanings set forth below:


 


“Borrower Entities”
shall have the meaning set forth in Section 9(a).


 


“Guarantee Event”
means any of the following acts or omissions:


 


(a)            the
acceleration of the Obligations under Section 11.1 of the Reimbursement Agreement, whether automatic or resulting from the action
of the Agent or the Required Cash Collateral Providers; or


 


(b)            the
occurrence of an Event of Default under Section 10.1 of the Reimbursement Agreement; or


 


(c)            (i) the
Guarantor shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally
or shall make a general assignment for the benefit of creditors or admit in writing its inability, or be generally unable, to pay its
debts as they become due or cease operations of its present business, (ii) any proceeding shall be instituted by or against the Guarantor
seeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts, under any Insolvency Law, or seeking the entry of an order for relief or the appointment of
a custodian, receiver, trustee or other similar official for it or for any substantial part of its property; provided, however,
that, in the case of any such proceedings instituted against the Guarantor (but not instituted by the Guarantor), such proceedings shall
remain undismissed or unstayed for a period of thirty (30) days or more or an order or decree approving or ordering any of the foregoing
shall be entered, or (iii) the Guarantor shall take any corporate action to authorize any action set forth in clauses (i) or
(ii) above;


 


(d)            notwithstanding
the waivers of the Guarantor set forth in Section 5, the Guarantor or any of its affiliates or any other party acting on the
Guarantor or any of its affiliates’ behalf in concert with the Guarantor or any of its affiliates makes any assertion that that
this Guaranty or any provision hereof ceases to be valid, binding on, or enforceable against the Guarantor.


 


“Guarantor Claims”
shall have the meaning set forth in Section 9(a).


 


“Guaranteed Obligations”
has the meaning set forth in Section 2(a).


 


“Obligations”
means the “Obligations” (as such term is defined in the Reimbursement Agreement). For the avoidance of doubt, the Obligations
include (i) reimbursement obligations for Cash Collateral withdrawn from the Cash Collateral Account to satisfy unreimbursed draws
on letters of credit, which obligations may be converted to Delayed Draw Term Loans, (ii) indemnification obligations in favor of
the Guaranteed Parties relating to any losses or other claims of the Guaranteed Parties in connection with providing the Cash Collateral
to the Issuer, (iii) the obligation to pay to the Guaranteed Parties the full amount of any remaining Cash Collateral in the Cash
Collateral Accounts not used to reimburse draws under the Letters of Credit (the “Cash Collateral Obligations”), and
(iv) interest and fees (including the Prepayment Premium and any interest and fees that accrue after the commencement of any proceeding
or case commenced by or against the Guarantor or the Borrower or any Guarantor under any Insolvency Law, regardless of whether allowed
or allowable in whole or in part as a claim in any such Proceeding), expenses and other liabilities in respect of the Cash Collateral
Facility.


 






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“Payment in Full”
means (i) (A) the termination of all commitments of the Cash Collateral Providers to extend credit under the Reimbursement Agreement
or (B) the Guarantor assuming all of the commitments of the Cash Collateral Providers to extend credit under the Reimbursement Agreement
and (ii) the indefeasible payment in full in cash/immediately available funds of all of the Obligations (including Post-Petition
Obligations) owing at the applicable time (including contingent obligations with respect to draws on Eligible Letters of Credit and Cash
Collateral Withdrawals, but not including contingent indemnification obligations as to which no claim or demand has been made) and, without
duplication of the foregoing, the return to the Agent of all unused Cash Collateral in the Cash Collateral Accounts or a payment by the
Guarantor of an equivalent amount in cash to the Agent.


 


2.            Guaranty.


 


(a)            The
Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection,
prompt payment at all times of all Obligations, including, without limitation, (i) any outstanding Delayed Draw Term Loans (including
all renewals, extensions, amendments, restatements and other modifications thereof) and earned interest and fees in relation thereto as
set forth in the Reimbursement Agreement (including any interest paid-in-kind or deferred, any commitment fees, the prepayment premium
set forth in Section 3.4 of the Reimbursement Agreement and any other consent or amendment fees), (ii) indemnification obligations
in favor of the Guaranteed Parties relating to any losses or other claims of the Guaranteed Parties in connection with providing the Cash
Collateral to the Issuer, and (iii) the obligation to provide replacement cash collateral to the Agent in an amount equal to the
Cash Collateral that is in the Cash Collateral Accounts, and in each case whether recovery upon such indebtedness and liabilities may
be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the
Guarantor or the Borrower or any Guarantor under any Insolvency Law, and including interest that accrues after the commencement by or
against the Borrower or any Guarantor of any proceeding under any Insolvency Law (collectively, the “Guaranteed Obligations”);
provided that the Guarantor shall have no liability to make any payment under this Section 2(a) until the occurrence
of a Guarantee Event; provided further that if the only Guarantee Event that has occurred is a Guarantee Event under clause (b) of
the definition thereof, the Guarantor shall only be required to make payments of the Guaranteed Obligations under the Reimbursement Agreement
and the Other Documents when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise.


 






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(b)            The
books and records of the Agent and the books and records of each Guaranteed Party, showing the amount of the Guaranteed Obligations shall
be admissible in evidence in any action or proceeding, and shall be conclusive absent manifest error of the amount of the Obligations
and the interest accrued thereon and other payments due in respect thereof. This Guaranty shall not be affected by the genuineness, validity,
regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations or by
the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance
relating to the Guaranteed Obligations, which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty,
and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire, in law or in equity, in any way relating
to any or all of the foregoing or otherwise.


 


(c)            The
Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may
be paid or incurred by any Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or
collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor
under this Guaranty.


 


(d)            The
Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor
hereunder without impairing this Guaranty or affecting the rights and remedies of any Guaranteed Party hereunder.


 


(e)            The
Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to any Guaranteed Party on account of its
liability hereunder, it will notify the Agent in writing that such payment is made under this Guaranty for such purpose.


 


(f)            The
Guaranteed Obligations include as a component thereof, the obligation by the Guarantor to provide replacement cash collateral to the Agent
in an amount equal to the Cash Collateral that is in the Cash Collateral Accounts.


 


3.            No
Setoff or Deductions; Taxes; Payments. The Guarantor shall make all payments hereunder without setoff or counterclaim against, among
others, the Loan Parties, the Guaranteed Parties, and free and clear of and without deduction for any taxes, levies, imposts, duties,
charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied
by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by Applicable
Law to make such deduction or withholding and the Guarantor shall pay and indemnify each Guaranteed Party for Indemnified Taxes and Other
Taxes. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination
of this Guaranty as to the Guarantor.


 


4.            Rights
of Guaranteed Parties. The Guarantor consents and agrees that the Guaranteed Parties may, at any time and from time to time, without
notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise,
discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof, (b) take,
hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty
or any Guaranteed Obligations, (c) apply such security and direct the order or manner of sale thereof as the Guaranteed Parties in
their sole discretion may determine and (d) release or substitute one or more of any endorsers or other guarantors of any of the
Guaranteed Obligations; provided that, without the prior written consent of the Guarantor, the Guaranteed Parties shall not agree
to any amendment, waiver or modification of the Reimbursement Agreement that shall (w) modify any covenants or Events of Default
set forth in the Reimbursement Agreement in a manner that makes the Reimbursement Agreement materially more restrictive, when taken as
a whole with any other modifications made in the same transaction, than the Reimbursement Agreement as in effect immediately prior to
making such modification, (x) extend or shorten the maturity of the term of the Reimbursement Agreement, (y) increase the principal
amount of the Obligations or (z) increase any interest rate margins, fees or other pricing or economics thereunder (other than modifications
in connection with any benchmark replacement event). Without limiting the generality of the foregoing, the Guarantor consents to the taking
of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guaranty or which,
but for this provision, might operate as a discharge of the Guarantor.


 






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5.            Certain
Waivers. The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other
guarantor of the Obligations, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the
liability of the Borrower other than payment and performance in full of the Guaranteed Obligations, (b) any defense based on any
claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower, (c) the benefit of any statute
of limitations affecting the Guarantor’s liability hereunder, (d) any right to require any Guaranteed Party to proceed against
the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Guaranteed Party’s
power whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party,
which benefits and rights are hereby preserved, and (f) to the fullest extent permitted by law, any and all other defenses or benefits
that may be derived from or afforded by any Applicable Law limiting the liability of or exonerating guarantors or sureties, or any defense
related to changed circumstances, frustration of purpose, impossibility of performance or other claim based in law or equity. The Guarantor
expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance,
protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the
Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional
Guaranteed Obligations.


 


6.            Obligations
Independent. The obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent
of the Obligations and the obligations of any other guarantor of the Obligations, and a separate action may be brought against the Guarantor
to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.


 


7.            Subrogation.


 


(a)            The
Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments
it makes under this Guaranty until Payment in Full. If any amounts are paid to the Guarantor in violation of the foregoing limitation,
then such amounts shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Agent (for the benefit
of itself and the other Guaranteed Parties) to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.


 






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(b)            The
Guaranteed Parties and the Borrower agree that the Guarantor shall have full rights of subrogation. If the Guarantor is required to make
payments under the Guaranty, the Guaranteed Parties shall use their commercially reasonable efforts to take all actions that upon the
Payment in Full, the Guarantor is assigned all rights and obligations of the Guaranteed Parties under the Reimbursement Agreement, Cash
Collateral Agreement, Intercreditor Agreement and the Other Documents as applicable. The parties shall use their commercially reasonable
efforts following the date of this Guaranty to amend the foregoing documents to provide for the Guarantor to assume all rights and obligations
of the Guaranteed Parties upon termination of this Guaranty.


 


8.            Termination;
Reinstatement. This Guaranty is a continuing and irrevocable guarantee of all Guaranteed Obligations, now or hereafter existing, and
shall remain in full force and effect with respect to the Guarantor, until the termination of this Guaranty in accordance with its terms.
Notwithstanding anything to the contrary, this Guaranty shall continue in full force and effect or be revived, as the case may be, if
any payment by or on behalf of the Borrower or the Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect
of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared
to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party in
its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Insolvency Law or
otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is in possession
of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the
Guarantor under this paragraph shall survive termination of this Guaranty.


 


9.            Subordination.


 


(a)            As
used herein, the term “Guarantor Claims” shall mean all debts and liabilities of the Borrower or any of its subsidiaries
(collectively, the “Borrower Entities”) to the Guarantor, whether such debts and liabilities now exist or are hereafter
incurred or arise, or whether the obligations of the Borrower Entities thereon be direct, contingent, primary, secondary, several, joint
and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise,
and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created,
or the manner in which they have been or may hereafter be acquired by the Guarantor. The Guarantor Claims shall include without limitation
all rights and claims of the Guarantor against the Borrower Entities (arising as a result of subrogation or otherwise) as a result of
the Guarantor’s payment of all or a portion of the Guaranteed Obligations. Without limitation to any subordination terms set forth
in the Reimbursement Agreement or the Other Documents, the Guarantor Claims are subordinate in right of payment until such time as the
Obligations have been indefeasibly repaid in full in cash. Upon the occurrence and during the continuance of a Default or Event of Default,
the Guarantor shall not, and shall not be entitled to, receive or collect, directly or indirectly, from the Borrower Entities or any other
party any amount upon the Guarantor Claims.


 






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(b)            In
the event that, notwithstanding anything to the contrary in this Guaranty, the Guarantor should receive any funds, payment, claim or distribution
which is prohibited by this Guaranty, the Guarantor agrees to hold in trust for the Guaranteed Parties an amount equal to the amount of
all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such
funds, payments, claims or distributions so received except to pay them promptly to the Guaranteed Parties, and the Guarantor covenants
promptly to pay the same to the Guaranteed Parties.


 


10.            Stay
of Acceleration. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection
with any case commenced by or against the Borrower or any guarantor of the Obligations under any Insolvency Law, or otherwise, all such
amounts shall nonetheless be payable by the Guarantor immediately upon demand by the Agent (at the direction of the Required Cash Collateral
Providers).


 


11.            Condition
of Borrower. The Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from
the Borrower such information concerning the financial condition, business and operations of the Borrower as the Guarantor requires, and
that no Guaranteed Party has a duty, and the Guarantor is not relying on any Guaranteed Party at any time, to disclose to the Guarantor
any information relating to the business, operations or financial condition of the Borrower (the Guarantor waiving any duty on the part
of any Guaranteed Parties to disclose such information and any defense relating to the failure to provide the same).


 


12.            Representations
and Warranties. To induce the Guaranteed Parties to enter into the Reimbursement Agreement, the Guarantor represents and warrants
to the Guaranteed Parties as follows:


 


(a)            The
Guarantor is an owner of Equity Interests in the Borrower, and has received or will receive, direct or indirect benefit from the making
of this Guaranty with respect to the Obligations.


 


(b)            The
Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower; however,
the Guarantor is not relying on such financial condition or the Collateral as an inducement to enter this Guaranty. None of the Guaranteed
Parties has any obligation to keep the Guarantor informed from time to time of the financial position, solvency, or creditworthiness of
the Borrower or any Guarantor.


 


(c)            No
Guaranteed Party, nor any other party has made any representation, warranty or statement to the Guarantor in order to induce the Guarantor
to execute this Guaranty.


 


(d)            As
of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, the Guarantor is, and will
be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities)
and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.


 


(e)            The
Guarantor has the legal right to execute and deliver, and to perform its obligations under, this Guaranty.


 






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(f)            This
Guaranty constitutes legal, valid and binding obligations of the Guarantor enforceable in accordance with its terms, except as may be
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
the enforcement of creditors’ rights generally, general equitable principles and an implied covenant of good faith and fair dealing.


 


(g)            The
execution, delivery and performance of this Guaranty will not violate any provision of any Applicable Law or contractual obligation of
the Guarantor and will not result in or require the creation or imposition of any Lien on any of the properties or revenues of the Guarantor
pursuant to any Applicable Law or contractual obligation of the Guarantor.


 


(h)            No
litigation, investigation or proceeding of or before any arbitrator or Governmental Body is pending or, to the knowledge of the Guarantor,
threatened by or against the Guarantor or against any of its properties or revenues (i) with respect to this Guaranty or any of the
transactions contemplated hereby, or (ii) which could reasonably be expected to materially impair the rights and remedies of the
Agent or any Guaranteed Party under this Guaranty or the ability of the Guarantor to perform its obligations hereunder.


 


(i)            No
consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Body and no consent of any
other Person (including, without limitation, any stockholder or creditor of the Guarantor) is required in connection with the execution,
delivery, performance, validity or enforceability of this Guaranty.


 


(j)            All
representations and warranties made by the Guarantor herein shall survive the execution hereof.


 


13.            Amendments;
Etc. None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified, nor any consent
be given, except with the written consent of the Agent (at the direction of the Required Cash Collateral Providers) and the Guarantor.


 


14.            Notices.
All notices and communications hereunder shall be given to the addresses and otherwise made in accordance with Section 16.6
of the Reimbursement Agreement; provided, that notices and communications to the Guarantor shall be directed to:


 


B. Riley Financial, Inc.


Burbank Blvd. Suite 400


Woodland Hills, CA 91367


Attention: Chairman (with a copy to General Counsel)


brriley@brileyfin.com


aforman@brileyfin.com


 


15.            Governing
Law; Submission to Jurisdiction; Venue; WAIVER OF JURY TRIAL; Right of Setoff. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Without limiting the general applicability of the foregoing and the terms of the Reimbursement
Agreement and the Other Documents to this Guaranty and the parties hereto, the terms of Sections 11.3, 12.3, and 16.1
of the Reimbursement Agreement are incorporated herein by reference, mutatis mutandis, with each reference to the “Borrower”
therein (whether express or by reference to the Borrower as a “party” thereto) being a reference to the Guarantor, and the
parties hereto agree to such terms.


 






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16.            Counterparts;
Electronic Execution. This Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Guaranty by e-mail or other electronic imaging means shall be effective as delivery of a
manually executed counterpart of this Guaranty.


 


17.            Successor
and Assigns. The provisions of this Guaranty shall be binding upon the successors and assigns of the Guarantor and shall inure to
the benefit of the Agent and the other Guaranteed Parties and their respective successors and assigns; provided, that the Guarantor
may not assign, transfer, or delegate any of its rights or obligations under this Guaranty without the prior written consent of the Agent
(at the direction of the Required Cash Collateral Providers), any such purported assignment, transfer or delegation without such consent
being null and void.


 


18.            Integration;
Severability. This Guaranty represents the agreement of the Guarantor, the Agent and the other Guaranteed Parties with respect to
the subject matter hereof, and there are no promises, undertakings, representations or warranties (written or oral) by the Agent or any
other Guaranteed Party relative to the subject matter hereof and thereof not expressly set forth or referred to herein. The illegality
or unenforceability of any provision of this Guaranty in any jurisdiction shall not in any way affect or impair the legality or enforceability
of such provision in other jurisdictions, or the legality or enforceability of the remaining provisions of this Guaranty.


 


19.            Miscellaneous.
No failure by any Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided
by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity
of any other provision herein. Unless otherwise agreed by the Agent (at the direction of the Required Cash Collateral Providers) and the
Guarantor in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by the
Guarantor or any other guarantor of the Obligations for the benefit of the Guaranteed Parties or any term or provision thereof.


 


20.            Acknowledgments.
The Guarantor hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Guaranty,
the Reimbursement Agreement and the Other Documents to which it is a party and (b) it has received a copy of the Reimbursement Agreement
and the Other Documents and has reviewed and understands the same.


 


21.            Termination;
Release. Upon (x) Payment in Full and (y) the termination of the Cash Collateral Facility and all commitments by the Cash
Collateral Providers to provide Cash Collateral and make other credit extensions in respect thereof, this Guaranty and all obligations
(other than those expressly stated to survive such termination or as may be reinstated after such termination) of the Guaranteed Parties
and the Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party.


 






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22.            Right
of Guarantor. At any time after a Specified Event of Default, the Guarantor shall have the right to elect to effectuate a Payment
in Full at its option; provided that the Guarantor’s right to effect such Payment in Full with respect to any Specified Event
of Default shall only be effective during the period commencing (a) (1) immediately after the occurrence of a Bankruptcy Event
of Default and (2) fourteen days after the occurrence of any other Specified Event of Default and ending (b) thirty days after
the Guarantor has obtained knowledge of the occurrence of such Specified Event of Default.


 


“Specified Events of Default”
means, collectively, any


 


(a)            Event
of Default under Section 10.1 of the Reimbursement Agreement (without giving effect to any waiver or amendment that cures such Event
of Default);


 


(b)            Event
of Default under Section 10.5 of the Reimbursement Agreement as result of the failure if any Loan Party to comply with any financial
covenant set forth in the Reimbursement Agreement (without giving effect to any waiver or amendment that cures such Event of Default);
or


 


(c)            Event
of Default (such Event of Default, a “Bankruptcy Event of Default”) under Section 10.7 of the Reimbursement Agreement
(without giving effect to any waiver or amendment that cures such Event of Default).


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, each of
the parties hereto has caused this Guaranty to be duly executed as of the date first above written.


 


	GUARANTOR:	 
	 	 
	B. RILEY FINANCIAL, INC.	 
	 	 
	By:	/s/ Phillip J. Ahn	 
	 	Name:	Phillip J. Ahn	 
	 	Title:	CFO	 




 






Babcock & Wilcox Enterprises, Inc.


Guaranty Agreement


Signature Page


 






    


     


    

 


	BABCOCK & WILCOX ENTERPRISES, INC., as Borrower	 
	 	 
	By:	/s/ Rodney Carlson	 
	 	Name:	Rodney Carlson	 
	 	Title:	Treasurer	 





 


Babcock & Wilcox Enterprises, Inc.


Guaranty Agreement


Signature Page



 






    


     


    

 


	Acknowledged and accepted:	 
	 	 
	MSD PCOF PARTNERS XLV, LLC, as Agent and a Cash Collateral
    Provider	 
	 	 
	By:	/s/ Marcell Liguori	 
	 	Name:	Marcello Liguori	 
	 	Title:	Vice President  	 





 


Babcock & Wilcox Enterprises, Inc.


Guaranty Agreement


Signature Page