Exhibit
4.8


 





 



 


B.
Riley Financial, Inc.


 


and


 


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


 


as
Trustee


 


SEVENTH
SUPPLEMENTAL INDENTURE


 


Dated
as of December 3, 2021


 


to
the Indenture dated as of May 7, 2019


 


5.00%
Senior Notes due 2026


 





 






 






     


     


    

 


Table
of Contents


 


	 	 	 	Page
	 	 	 	 
	ARTICLE
    1 APPLICATION OF SEVENTH SUPPLEMENTAL INDENTURE	 	1
	 	 	 	 
	Section
    1.01.	Application
    of Seventh Supplemental Indenture.	 	1
	 	 	 	 
	ARTICLE
    2 DEFINITIONS	 	2
	 	 	 	 
	Section
    2.01.	Certain
    Terms Defined in the Indenture.	 	2
	 	 	 	 
	Section
    2.02.	Definitions.	 	2
	 	 	 	 
	ARTICLE
    3 FORM AND TERMS OF THE NOTES	 	3
	 	 	 	 
	Section
    3.01.	Form
    and Dating.	 	3
	 	 	 	 
	Section
    3.02.	Terms
    of the Notes.	 	3
	 	 	 	 
	Section
    3.03.	Optional
    Redemption.	 	4
	 	 	 	 
	ARTICLE
    4 CERTAIN COVENANTS	 	5
	 	 	 	 
	Section
    4.01.	Merger,
    Consolidation or Sale of Assets.	 	5
	 	 	 	 
	Section
    4.02.	Reporting.	 	5
	 	 	 	 
	Section
    4.03.	Payment
    of Taxes.	 	5
	 	 	 	 
	Section
    4.04.	Exchange
    Listing.	 	6
	 	 	 	 
	ARTICLE
    5 EVENTS OF DEFAULT	 	6
	 	 	 	 
	Section
    5.01.	Events
    of Default.	 	6
	 	 	 	 
	ARTICLE
    6 MISCELLANEOUS	 	7
	 	 	 	 
	Section
    6.01.	Trust
    Indenture Act Controls.	 	7
	 	 	 	 
	Section
    6.02.	New
    York Law to Govern.	 	7
	 	 	 	 
	Section
    6.03.	Counterparts.	 	7
	 	 	 	 
	Section
    6.04.	Severability.	 	8
	 	 	 	 
	Section
    6.05.	Ratification.	 	8
	 	 	 	 
	Section
    6.06.	Effectiveness.	 	8
	 	 	 	 
	Section
    6.07.	Trustee
    Makes No Representation.	 	8
	 	 	 	 
	EXHIBIT
    A	Form
    of 5.00% Senior Note due 2026	 	 


 




    i


     


    

 


SEVENTH
SUPPLEMENTAL INDENTURE


 


SEVENTH
SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of December 3, 2021, between B. Riley Financial,
Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”).


 


RECITALS
OF THE COMPANY


 


WHEREAS,
the Company and the Trustee executed and delivered an Indenture, dated as of May 7, 2019 (the “Base Indenture”), as
supplemented by the First Supplemental Indenture, dated as of May 7, 2019 (the “First Supplemental Indenture”), the
Second Supplemental Indenture, dated as of September 23, 2019 (the “Second Supplemental Indenture”), the Third Supplemental
Indenture, dated as of February 12, 2020 (the “Third Supplemental Indenture”) and the Fourth Supplemental Indenture,
dated as of January 25, 2021 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of
March 29, 2021 (the “Fifth Supplemental Indenture”) and the Sixth Supplemental Indenture, dated as of August 6, 2021
(the “Sixth Supplemental Indenture,” and, together with the Base Indenture, the First Supplemental Indenture, the
Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth 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 Seventh Supplemental Indenture, pursuant to Section 2.1 of the Base Indenture, to establish the
form and, pursuant to Section 3.1 of the Base Indenture, to provide for the issuance, of a series of its senior notes designated as its
5.00% Senior Notes due 2026 (the “Notes”), in an initial aggregate principal amount of $300,000,000. The Notes are
a series of Securities as referred to in Section 3.1 of the Base Indenture.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
1

APPLICATION OF SEVENTH SUPPLEMENTAL INDENTURE


 


Section 1.01.
Application of Seventh Supplemental Indenture.


 


Notwithstanding
any other provision of this Seventh Supplemental Indenture, all provisions of this Seventh 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 Seventh Supplemental Indenture to specific Article numbers or
Section numbers refer to Articles and Sections contained in this Seventh Supplemental Indenture and not the Base Indenture or any other
document. All Initial Notes and Additional Notes, if any, shall be treated as a single class for all purposes of the Indenture, including
waivers, amendments, redemptions and offers to purchase.


  






    1


     


    

 


ARTICLE
2

DEFINITIONS


 


Section 2.01.
Certain Terms Defined in the Base Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    2


     


    

 


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


 


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


 


ARTICLE
3

FORM AND TERMS OF THE NOTES


 


Section 3.01.
Form and Dating.


 


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


 


b)
The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company,
by its execution and delivery of this Seventh Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereby.


 


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


 


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


 


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


 


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


 


a)
Title. The Notes shall constitute a series of Securities having the title “5.00% Senior Notes due 2026”.


 


b)
Principal Amount. The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (the
“Initial Notes”) shall be $300,000,000 (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 terms as to status, redemption or otherwise (except the price to public, the issue date and, if applicable, the initial
interest accrual date and the initial interest payment date) that may constitute a single fungible series with the Initial Notes; provided
that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes
will have one or more separate CUSIP numbers. Any Additional Notes and the Initial Notes shall constitute a single series under the Indenture
and all references to the Notes shall include the Initial Notes and any Additional Notes unless the context otherwise requires.


 


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


 






    3


     


    

 


d)
Interest Rate. The rate at which the Notes shall bear interest shall be 5.00% per annum; the date from which interest shall accrue on
the Notes shall be December 3, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest
Payment Dates for the Notes shall be January 31, April 30, July 31 and October 31 of each year and on the Maturity Date, beginning January
31, 2022; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately
available funds, to the Persons in whose names the Notes (or predecessor Notes) are registered (which shall initially be the Depositary)
at the close of business on the Regular Record Date for such interest, which shall be the January 15, April 15, July 15 or October 15
(whether or not a Business Day), as the case may be, preceding such Interest Payment Date, and the January 15 immediately preceding the
Maturity Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. For so long as the Notes
are represented in global form by one or more Global Securities, all payments of principal (and premium, if any) and interest shall be
made by wire transfer of immediately available funds to the Depositary or its nominee, as the case may be, as the registered owner of
the Global Security representing such Notes. In the event that definitive Notes shall have been issued, all payments of principal (and
premium, if any) and interest shall be made by wire transfer of immediately available funds to the accounts of the registered Holders
thereof; provided, that the Company may elect to make such payments at the office of the Paying Agent in the City of Chicago; and provided
further, that the Company may at its option pay interest by check to the registered address of each Holder of a definitive Note.


 


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


 


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


  


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


 


Section 3.03.
Optional Redemption.


 


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


 


b) The Notes
shall be redeemable as a whole or in part, at any time and from time to time at the Company’s option prior to October 2, 2026 (the
“Notes Par Call Date”), at a redemption price equal to the sum of (i) 100% of the principal amount of the Notes being
redeemed plus accrued and unpaid interest to, but excluding, the date of redemption and (ii) the Make-Whole Amount, if any.


 


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


 


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


 






    4


     


    

 


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


 


ARTICLE
4

CERTAIN COVENANTS


 


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


 


Section 4.01.
Merger, Consolidation or Sale of Assets.


 


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


  


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


 


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


 


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


 


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


 


Section 4.02.
Reporting.


 


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


 


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


 


Section 4.03.
Payment of Taxes.


 


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


 






    5


     


    

 


Section
4.04. Exchange Listing.


 


After
the Notes are initially listed on the Nasdaq Global Market or another national securities exchange, the Company will use commercially
reasonable efforts to cause the Notes to continue be listed on the Nasdaq Global Market or another national securities exchange in the
United States. For the avoidance of doubt, it shall not be a default in the performance, or a breach, of this covenant if the Company
uses commercially reasonable efforts to cause the Notes to continue to be listed on the Nasdaq Global Market or another national securities
exchange and the Notes fail or cease to be listed on one of the foregoing exchanges notwithstanding such commercially reasonable efforts
of the Company.


 


ARTICLE
5


EVENTS
OF DEFAULT


 


Section 5.01.
Events of Default.


 


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


 


“Section
5.1. Events of Default.


 


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


 


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


 


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


  


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


 


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


 


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


 






    6


     


    

 


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


 


ARTICLE
6

MISCELLANEOUS


 


Section 6.01.
Trust Indenture Act Controls.


 


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


 


Section 6.02.
New York Law to Govern.


 


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


 


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


 






    7


     


    

 


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


 


Section 6.05.
Ratification.


 


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


 


Section 6.06.
Effectiveness.


 


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


 


Section 6.07.
Trustee Makes No Representation.


 


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


 


Section 6.08.
Electronic Means.


 


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


 


Section 6.09.
OFAC Certification and Covenants.


 


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


 


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


 




    8


     


    

 


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


 


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

Chief Operating Officer



 


[Signature
Page to Seventh Supplemental Indenture]


 




     


     


    

 


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

	 	 
	 	By:	/s/
    Ann Dolezal
	 	 	Name: 	Ann Dolezal
	 	 	Title: 	Vice President


 


 


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


 




     


     


    

 


EXHIBIT
A


 


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


 


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


 


B.
RILEY FINANCIAL, INC.


 


5.00%
Senior Note due 2026


 


	No. 	Principal Amount
	CUSIP No. 05580M 793	$[______]


ISIN No.
US05580M7939


 


B.
Riley Financial, Inc., a Delaware corporation (hereinafter called the “Company”, which term includes any successor
Person under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [________] Dollars (U.S. $[________]) on December 31, 2026 (the “Maturity Date”) and to pay interest
thereon from December 3, 2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly
on January 31, April 30, July 31 and October 31 in each year and on the Maturity Date (each an “Interest Payment Date”),
beginning January 31, 2022 at the rate of 5.00% per annum, until the principal hereof is paid or duly made available for payment. The
interest so payable and punctually paid or duly provided for on any Interest Payment Date shall, as provided in such Indenture, be paid
to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the January 15, April 15, July 15 or October 15 (whether or not a Business Day), as the case may
be, preceding such Interest Payment Date, and the January 15 immediately preceding the Maturity Date. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder hereof
on the relevant Regular Record Date by virtue of having been such Holder, and may be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


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


 






    A-1


     


    

 


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


 


This
Note is one of the duly authorized series of Securities of the Company, designated as the Company’s “5.00% Senior Notes due
2026”, initially limited to an aggregate principal amount of $300,000,000 all issued or to be issued under and pursuant to an Indenture
(the “Base Indenture”), dated as of May 7, 2019, between the Company and The Bank of New York Mellon Trust Company,
N.A., as trustee (hereinafter referred to as the “Trustee”), as supplemented by the First Supplemental Indenture thereto,
dated as of May 7, 2019 (the “First Supplemental Indenture”), the Second Supplemental Indenture thereto, dated as
of September 23, 2019 (the “Second Supplemental Indenture”), the Third Supplemental Indenture thereto, dated as of
February 12, 2020 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture thereto, dated as of January
25, 2021 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture thereto, dated as of March 29, 2021
(the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture thereto, dated as of August 6, 2021 (the “Sixth
Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 3, 2021 (the “Seventh Supplemental
Indenture,” and, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the
Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture,
the “Indenture”). Reference is hereby made to the Indenture for a description of the respective rights, limitation
of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes.


 


The Company
may redeem the Notes as a whole or in part, at any time and from time to time at the Company’s option prior to October 2, 2026,
at a redemption price equal to the sum of (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest
to, but excluding, the date of redemption and (ii) the Make-Whole Amount, if any.


 


The Company
may redeem the Notes as a whole or in part, at any time and from time to time at the Company’s option on or after October 2, 2026
and prior to the Maturity Date, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding,
the Redemption Date.  


 


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


 


The
Notes are not subject to any sinking fund.


 


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


 


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


 






    A-2


     


    

  


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.


 


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.


 




    A-3


     


    

 


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


 


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


 


Dated:


 


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


 


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


 






     


     


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:


 





	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 	 
	 	By:  	 
	 	 	Name:	                            
	 	 	Title:	        


 


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


 




     


     


    

 


ABBREVIATIONS


 


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


 


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


 


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


 


 







 



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


 




 





 



(Please insert
Assignee’s legal name)


 




 





 



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


 


 










 



 


 










 



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


 


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


Dated:


 


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


 







 



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


 


 


 16