Exhibit
10.3


 


UNCONDITIONAL
GUARANTY


 


This
UNCONDITIONAL GUARANTY (this “Agreement”) is entered into as of April 13, 2017, by B. RILEY
FINANCIAL, INC., a Delaware corporation (the “Guarantor”), in favor of BANC OF CALIFORNIA, N.A.,
in its capacity as administrative agent (in such capacity, the “Administrative Agent”), for the Secured
Parties (as defined in the Credit Agreement, hereinafter defined).


 


For
and in consideration of all extensions of credit, loans and other financial accommodations provided to United Online, Inc., a
Delaware corporation (“Borrower”), which loans will be made pursuant to a Credit Agreement among Borrower,
the Secured Guarantors party thereto, the Administrative Agent and the Lenders party thereto, dated of even date herewith (as
amended from time to time, and any and all modifications, extensions or renewals thereof, the “Credit Agreement”),
Guarantor hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts Borrower owes the Secured
Parties arising under the Credit Agreement and the other Loan Documents and Borrower’s performance of the Credit Agreement
and the other Loan Documents according to their terms. Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to them under the Credit Agreement.


 


SECTION
1 – GUARANTEE


 


1.1          If Borrower does not perform its obligations
under the Loan Documents, Guarantor shall upon demand by Administrative Agent immediately pay all amounts due thereunder (including,
without limitation, all principal, interest and fees) and satisfy all of Borrower’s payment obligations under the Loan Documents
(“Guarantor Obligations”).


 


1.2          The
obligations hereunder are independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted
against Guarantor whether action is brought against Borrower or whether Borrower be joined in any such action or actions. This
Agreement is a primary obligation of Guarantor, and not merely the creation of a surety relationship. Guarantor agrees that it
is directly, jointly and severally liable with Borrower and any other Guarantor (as defined in the Credit Agreement) or guarantor
of the Guarantor Obligations. Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or
the enforcement thereof. Guarantor’s liability under this Agreement is not conditioned or contingent upon the genuineness,
validity, regularity or enforceability of the Loan Documents.


 


1.3
         Guarantor authorizes Administrative Agent, without
notice or demand and without affecting its liability hereunder, from time to time to (a) renew, extend or otherwise change the
terms of the Loan Documents or any part thereof, (b) take security for the payment due under this Agreement or the Loan Documents,
(c) exchange, enforce, waive or release any such security, and (d) apply any security and direct its sale as Administrative Agent,
in its discretion, chooses.


 






     


     


    

 


1.4          Guarantor
waives any right to require Administrative Agent to (a) proceed against Borrower, any other guarantor or any other Person;
(b) proceed against or exhaust any security held from Borrower, any other guarantor or any other Person; or (c) pursue any
other remedy in Administrative Agent’s power whatsoever. Administrative Agent may, at its election, exercise, decline
or fail to exercise, any right or remedy it may have against Borrower or any security held by Administrative Agent, including
without limitation the right to foreclose upon any such security by judicial or nonjudicial sale, without affecting or
impairing in any way the liability of Guarantor hereunder. Guarantor waives any defense arising by reason of any disability
or other defense of Borrower or any other guarantor, or by reason of the cessation from any cause whatsoever of the liability
of Borrower or any other guarantor. Guarantor waives any setoff, defense or counterclaim that Borrower may have against
Administrative Agent, except for the defense of payment and performance in full of all amounts Borrower owes to the Secured
Parties under the Credit Agreement and the other Loan Documents. Guarantor waives any defense arising out of the absence,
impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until all of the
amounts that Borrower owes to the Secured Parties (other than contingent indemnity obligations for which no claim has
been asserted) have been paid in full, (d) Guarantor shall not have any right of subrogation or reimbursement for claims
arising out of or in connection with this Agreement, (e) Guarantor shall not have any right of contribution or other rights
against Borrower, (f) Guarantor waives any right to enforce any remedy that Administrative Agent now has or may hereafter
have against Borrower, and (g) Guarantor waives all rights to participate in any security now or hereafter held by
Administrative Agent. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor and notices of acceptance of this Agreement and of the existence, creation or
incurrence of new or additional Indebtedness. Guarantor assumes the responsibility for being and keeping itself informed of
the financial condition of Borrower and of all other circumstances bearing upon the risk of nonpayment of any Indebtedness or
nonperformance of any obligation of Borrower, warrants to Administrative Agent that it will keep so informed, and agrees that
absent a request for particular information by Guarantor, Administrative Agent shall have no duty to advise Guarantor of
information known to Administrative Agent regarding such condition or any such circumstances. Guarantor waives the benefits
of California Civil Code sections 2809, 2810, 2819, 2845, 2847, 2848, 2849, 2850, 2899 and 3433.


 


1.5
         Guarantor
acknowledges that all or any portion of the Obligations may now or hereafter be secured by a Lien or Liens upon real
property owned or leased by Borrower and evidenced by certain documents including, without limitation, deeds of trust and
assignments of rents. Administrative Agent may, pursuant to the terms of said real property security documents and applicable
law, foreclose under all or any portion of one or more of said Liens by means of judicial or nonjudicial sale or sales.
Guarantor agrees that Administrative Agent may exercise whatever rights and remedies it may have with respect to said real
property security, all without affecting the liability of Guarantor hereunder, except to the extent Administrative Agent
realizes payment by such action or proceeding. No election to proceed in one form of action or against any party, or on any
obligation shall constitute a waiver of Administrative Agent’s right to proceed in any other form of action or against
Guarantor or any other Person, or diminish the liability of Guarantor, or affect the right of Administrative Agent to proceed
against Guarantor for any deficiency, except to the extent Administrative Agent realizes payment by such action,
notwithstanding the effect of such action upon Guarantor’s rights of subrogation, reimbursement or indemnity, if any,
against Borrower, any other guarantor or any other Person. Without limiting the generality of the foregoing, Guarantor
expressly waives all rights, benefits and defenses, if any, applicable or available to Guarantor under either California Code
of Civil Procedure Sections 580a or 726, which provide, among other things, that the amount of any deficiency judgment which
may be recovered following either a judicial or nonjudicial foreclosure sale is limited to the difference between the amount
of any Indebtedness owed and the greater of the fair value of the security or the amount for which the security was actually
sold. Without limiting the generality of the foregoing, Guarantor further expressly waives all rights, benefits and defenses,
if any, applicable or available to Guarantor under either California Code of Civil Procedure Sections 580b, providing that no
deficiency may be recovered on a real property purchase money obligation, or 580d, providing that no deficiency may be
recovered on a note secured by a deed of trust on real property if the real property is sold under a power of sale contained
in the deed of trust.


 






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1.6         
If Borrower becomes insolvent, is adjudicated
bankrupt or files a petition for reorganization, arrangement, composition or similar relief under any present or future provision
of the United States Bankruptcy Code or reorganization or insolvency laws of any applicable jurisdiction, or if such a petition
is filed against Borrower, and in any such proceeding some or all of any Indebtedness or obligations under the Credit Agreement
are terminated or rejected or any obligation of Borrower is modified or abrogated, or if Borrower’s obligations are otherwise
avoided for any reason, Guarantor agrees that Guarantor’s liability hereunder shall not thereby be affected or modified
and such liability shall continue in full force and effect as if no such action or proceeding had occurred. This Agreement shall
continue to be effective or be reinstated, as the case may be, if any payment must be returned by Administrative Agent upon the
insolvency, bankruptcy or reorganization of Borrower, Guarantor or any other guarantor or otherwise, as though such payment had
not been made.


 


1.7
         Any Indebtedness of Borrower now or hereafter
held by Guarantor is hereby subordinated to any Indebtedness of Borrower to the Secured Parties; and such Indebtedness of Borrower
to Guarantor shall be collected, enforced and received by Guarantor as trustee for Administrative Agent and be paid over to Administrative
Agent on account of the Indebtedness of Borrower to Administrative Agent but without reducing or affecting in any manner the liability
of Guarantor under the other provisions of this Agreement.


 


SECTION
2 – [INTENTIONALLY OMITTED]


 


SECTION
3 – [INTENTIONALLY OMITTED]


 


SECTION
4 – REPRESENTATIONS AND WARRANTIES


 


4.1          Guarantor
hereby represents and warrants to Administrative Agent that:


 


(a)          the
execution, delivery and performance by Guarantor of this Agreement (i) does not contravene any Law or any contractual restriction
binding on or affecting Guarantor or by which Guarantor’s property may be affected; and (ii) does not require any authorization
or approval or other action by, or any notice to or filing with, any Governmental Authority or any other Person under any indenture,
mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its
property is bound, except such as have been obtained, made or waived.


 




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(b)
        Guarantor has the corporate power to execute,
deliver and perform this Agreement and the execution, delivery and performance of this Agreement has been duly authorized by all
requisite action;


 


(c)        
this Agreement is a valid and binding obligation
of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be subject
to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting
the rights of creditors generally;


 


(d)       
there is no action, suit or proceeding affecting
Guarantor pending or threatened before any court, arbitrator, or Governmental Authority, domestic or foreign, which may have a
material adverse effect on the ability of Guarantor to perform its obligations under this Agreement;


 


(e)
         Guarantor’s obligations hereunder are not
subject to any offset or defense against Administrative Agent or Borrower of any kind;


 


(f)
         Guarantor has established adequate means of obtaining
from sources other than Administrative Agent and Lenders, on a continuing basis, financial and other information pertaining to
Borrower’s and each other Loan Party’s, financial condition and the status of Borrower’s performance of Obligations
imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances
which might in any way affect Guarantor’s risks hereunder and neither Administrative Agent nor Lenders have made any representation
to Guarantor as to any such matters;


 


(g)
       after the incurrence of Guarantor’s obligations
under this Agreement, the fair salable value of Guarantor’s assets (including goodwill minus disposition costs) exceeds
the fair value of its liabilities; Guarantor is not left with unreasonably small capital after the transactions in this Agreement
or the other Loan Documents; and Guarantor is able to pay its debts (including trade debts) as they mature; and


 


(h)
        all representations and warranties contained
in this Agreement are true at the time of Guarantor’s execution of this Agreement, and shall continue to be true until Guarantor’s
obligations hereunder have been paid and performed in full. Guarantor expressly agrees that any misrepresentation or breach of
any warranty whatsoever contained in this Agreement shall be deemed material.


 


SECTION
5 – [INTENTIONALLY OMITTED]


 


SECTION
6 – [INTENTIONALLY OMITTED] 


 






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SECTION 7 – MISCELLANEOUS


 


7.1
        Guarantors
agree to pay reasonable and documented out-of-pocket attorneys’ fees and all other reasonable and documented
out-of-pocket costs and expenses which may be incurred by Administrative Agent in the enforcement of this Agreement. No terms
or provisions of this Agreement may be changed, waived, revoked or amended without Administrative Agent’s prior written
consent. Should any provision of this Agreement be determined by a court of competent jurisdiction to be unenforceable, all
of the other provisions shall remain effective. This Agreement embodies the entire agreement between the parties hereto with
respect to the matters set forth herein, and supersedes all prior agreements among the parties with respect to the matters
set forth herein. No course of prior dealing among the parties, no usage of trade, and no parol or extrinsic evidence of any
nature shall be used to supplement, modify or vary any of the terms hereof. Administrative Agent may assign this Agreement
without in any way affecting Guarantors’ liability under it. This Agreement shall inure to the benefit of
Administrative Agent and its successors and assigns. This Agreement is in addition to the guaranties of any other guarantors
of the Obligations.


 


7.2         THIS
AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.


 


7.3
        GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN
CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY SECURED PARTY OR ANY RELATED PARTY OF THE FOREGOING IN
ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF CALIFORNIA
SITTING IN THE COUNTY OF LOS ANGELES AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE
COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS
AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT OR ANY SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST GUARANTOR IN
THE COURTS OF ANY JURISDICTION.


 






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7.4         GUARANTOR
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT
REFERRED TO IN SECTION 7.3. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


7.5
         EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.8 BELOW. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY
HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


7.6
         EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


IN
THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST ANY PARTY
HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE
AS FOLLOWS:


 


WITH
THE EXCEPTION OF THE MATTERS SPECIFIED IN THE IMMEDIATELY SUCCEEDING PARAGRAPH BELOW, ANY CLAIM SHALL BE DETERMINED BY A
GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH
645.1. THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING
SHALL BE IN THE COUNTY OF LOS ANGELES, CALIFORNIA.


 


THE
FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS
IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER,
AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING
ORDERS, OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS
AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE
IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.


 




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UPON
THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES
DO NOT AGREE UPON A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT
TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH
ALL OF THE POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL
REMEDIES.


 


EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED
INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT
TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL
BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT
REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL
HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE’S
FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


 


THE
REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL
OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY
TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.


 


THE
REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL
ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL
AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY
JUDGMENT. THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW.
THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE’S DECISION
SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT
OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE
COURT.


 




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THE
PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE
AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO
KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN
THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.


 


7.7         This
Agreement may be executed in counterpart signature pages, all of which taken together shall be deemed to be one original of this
instrument. Delivery of an executed counterpart to this Agreement by facsimile or electronic mail shall be effective as a manually
executed counterpart to this Agreement.


 


7.8
         All notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by fax transmission or e-mail transmission. Notices and other communications sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications
sent by fax transmission or e-mail transmission shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient).


 


[Signatures
on following page.]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Unconditional Guaranty as of the day first set forth above.


 


	 	B. RILEY FINANCIAL, INC,	 
	 	a Delaware corporation	 
	 	 	 
	 	By:	/s/ Phillip J. Ahn	 
	 	Name:  Phillip J. Ahn	 
	 	Title:  Chief Financial Officer and Chief Operating Officer	 
	 	 	 
	 	Guarantor’s
Address for Notices:	 
	 	 	 
	 	B.
Riley Financial, Inc.	 
	 	21255
Burbank Blvd., Suite 400	 
	 	Woodland
Hills, CA 91367	 
	 	Attn:
Phillip J. Ahn	 



 


Unconditional Guaranty