Exhibit 10.1

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 3, 2017, is entered into by and between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

WHEREAS, in connection with the closing of the transactions contemplated by the Merger Agreement by and among the Company, Foxhound Merger Sub, Inc., a Delaware corporation, Wunderlich Investment Company, Inc., a Delaware corporation and Stephen Bonnema, in his capacity as the Stockholder Representative, the Company will issue, among other securities, shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and warrants, with the Common Stock issuable upon exercise of the warrants (“Warrant Shares”) in substantially the form set forth on Exhibit A hereto (the “Warrants”);

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed that are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent . The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Warrants .

(a) Form of Warrant . Each Warrant shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and signed by, or bear the facsimile signature of, an authorized officer of the Company and the Warrant Agent. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

(b) Registration of Warrant . The Warrant Agent, on behalf of the Company, shall maintain a registry setting forth the name and address of the holder of the Warrant (“registered holder”), as provided by such registered holder to the Company or the Warrant Agent prior to the date hereof (the “Warrant Register”). The Warrant Agent may deem and treat the registered holder as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the registered holder, and for all other purposes, absent written notice to the contrary. The Warrant Agent shall register in the Warrant Register the exercise or the transfer of all or any portion of this Warrant pursuant to the terms of the Warrant.

(c) Effect of Countersignature . Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

3. Resignation, Consolidation, or Merger of Warrant Agent .

(a) Appointment of Successor Warrant Agent . The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; upon request of any successor Warrant Agent the Company shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

(b) Notice of Successor Warrant Agent . In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.

(c) Merger or Consolidation of Warrant Agent . Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

4. Fees and Expenses of Warrant Agent .

(a) Remuneration . The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

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(b) Further Assurances . The Company agrees to perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

5. Liability of Warrant Agent .

(a) Reliance on Company Statement . Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by an executive officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

(b) Indemnity . The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

(c) Exclusions . The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and nonassessable.

(d) Acceptance of Agency . The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of Warrants.

6. Miscellaneous Provisions .

(a) Successors . All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

(b) Notices . Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent to the Company shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

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B. Riley Financial, Inc.

21255 Burbank Boulevard, Suite 400

Woodland Hills, California 91367

Facsimile: (818) 746-9170

Email: aforman@brileyfin.com

Attn: Alan N. Forman

Any notice, statement or demand authorized by this Agreement to be given or made by the Company to the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Warrant Agent with the Company) as follows:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Compliance Department

Any notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration or certification thereof.

(c) Applicable Law . The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 6(b) hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.

(d) Persons Having Rights under this Agreement . Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Warrants, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants.

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(e) Examination of the Warrant Agreement . A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his, her or its Warrant for inspection by it.

(f) Counterparts . This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

(g) Effect of Headings . The section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.

(h) Amendments . All modifications or amendments to this Agreement shall require the written consent of each of the signatories hereto.

(i) Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(j) Conflict . In the event that there is a conflict or inconsistency between, or ambiguity arising as a result of, the terms of the Warrant and the terms of this Warrant Agreement, the terms of the Warrant shall control.

[ Signature page follows ]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

EXHIBIT A

THIS SECURITY, AS WELL AS THE PURCHASER COMMON STOCK UNDERLYING THIS SECURITY, HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY, AS WELL AS THE PURCHASER COMMON STOCK UNDERLYING THIS SECURITY, MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (II) IN THE ABSENCE OF AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS, AS EVIDENCED (IF REQUIRED BY THE PURCHASER) BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PURCHASER AND ITS TRANSFER AGENT OR (III) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE PURCHASER WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND A BROKER REPRESENTATION LETTER, IN EITHER CASE AS MAY BE APPLICABLE) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE). NO REPRESENTATION IS MADE BY THE PURCHASER AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS SECURITY, OR THE PURCHASER COMMON STOCK UNDERLYING THIS SECURITY.

B. RILEY FINANCIAL, INC.

WARRANT

B. Riley Financial, Inc., a Delaware corporation (the “ Purchaser ”), hereby certifies that, for value received, [WIC Stockholder] or its permitted assigns (the “ Holder ”), is entitled, upon the terms hereinafter set forth, to acquire from the Purchaser [ ] fully paid and nonassessable shares of Purchaser Common Stock (“ Warrant Shares ”) at an initial purchase price per share of Purchaser Common Stock equal to the Warrant Price, at any time during the period (the “ Exercise Period ”) commencing on the date hereof and terminating at 5:00 p.m., New York time on July 3, 2022 (the “ Expiration Date ”). This Warrant (this “ Warrant ”) is being delivered pursuant to that certain Merger Agreement, dated as of May 17, 2017, among the Purchaser, Merger Sub, Wunderlich Investment Company, Inc. (the “ Company ”), and the Stockholder Representative (the “ Merger Agreement ”) and pursuant to that certain Warrant Agreement by the Purchaser, and Continental Stock Transfer & Trust Company, a New York corporation (the “ Warrant Agent ”). The term “ Warrant Price ” as used in this Warrant shall mean $17.50, subject to adjustment pursuant to Section  5 .

1. Definitions . In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the respective meanings given to such terms in the Merger Agreement.

2. [Reserved].

3. Duration of Warrant . This Warrant may be exercised only during the Exercise Period. In the event that this Warrant is not exercised on or before the Expiration Date, this Warrant shall be automatically and immediately cancelled and terminated and shall forthwith become void and the Purchaser shall have no obligation to issue, and the Holder shall have no right to acquire, any Warrant Shares under this Warrant.

4. Exercise of Warrant and Issuance of Warrant Shares

(a) Exercise . Subject to the terms set forth herein, the right to purchase the Warrant Shares represented by this Warrant may be exercised by the Holder hereof by surrendering it to the Purchaser, with an exercise notice, in the form attached hereto (the “ Exercise Notice ”), appropriately completed and duly executed, and by paying in full the Warrant Price for the Warrant Shares thereby purchased, at the election of the holder, either:

(i) by tendering in cash, by certified or cashier’s check payable to the order of the Purchaser, or by wire transfer of immediately available funds to an account designated by the Purchaser (such manner of exercise, a “ Cash Exercise ”); provided , that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Purchaser to issue the Warrant Shares in compliance with U.S. federal securities law; or

(ii) without payment of cash, by reducing the number of Warrant Shares obtainable upon the exercise of this Warrant and payment of the Warrant Price in cash so as to yield a number of Warrant Shares obtainable upon the exercise of this Warrant equal to quotient obtained by dividing (x) the product of the number of Warrant Shares, multiplied by the excess of the Fair Market Value over the Warrant Price by (y) the Fair Market Value (such manner of exercise, a “ Cashless Exercise ”). For purposes of this Warrant, “Fair Market Value” means (A) if at the time of the Cashless Exercise shares of Purchaser Common Stock is listed or quoted for trading on the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board or any other national securities or over-the-counter exchange (such principal exchange for Purchaser Common Stock, the “Exchange”), then the volume-weighted averages of the trading prices of shares of Purchaser Common Stock on the applicable Exchange (as reported by Bloomberg L.P. or, if such information is no longer available from Bloomberg L.P., as available from a comparable internationally recognized source determined by the Purchaser acting reasonably), on the fifteen (15) consecutive days on which shares of Purchaser Common Stock are traded on such Exchange (each such day, a “ Trading Day ”) ending on (and including) the Trading Day that is the Trading Day immediately prior to such date; or (B) if at the time of the Cashless Exercise shares of Purchaser Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Purchaser Common Stock as shall be determined by the Board of Directors of the Purchaser (the “ Board ”) in its good faith judgment.

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provided , however , that notwithstanding the foregoing, the issuance of shares of Purchaser Common Stock or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided , however , if at any time the Purchaser Common Stock is not a “covered security” under Section 18(b) of the Securities Act, the Purchaser may, at its option, require the exercise of this Warrant to be a Cashless Exercise.

(b) Issuance of Common Stock on Exercise . As soon as commercially reasonable, but in any event within three (3) business days after the exercise of this Warrant, and, in the event of a Cash Exercise, the clearance of the funds in payment of the Warrant Price, the Purchaser shall issue to the Holder of this Warrant, in book entry form, shares of Purchaser Common Stock to which such Holder is entitled, registered in such name or names as may be directed by such Holder. The Purchaser’s obligations to issue and deliver the Warrant Shares in accordance with the terms hereof are absolute and unconditional. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, damages, a decree of specific performance and/or injunctive relief with respect to the Purchaser’s failure to timely deliver shares of Purchaser Common Stock upon exercise of this Warrant pursuant to the terms hereof.

(c) Valid Issuance . All shares of Purchaser Common Stock issued or delivered upon the proper exercise of this Warrant shall be newly issued shares or shares held in treasury by the Purchaser, duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens (other than restrictions imposed by applicable securities laws or Liens created by the Holder or its Affiliates) and shall not be subject to any preemptive rights or similar rights and shall rank pari passu in all respects with other existing shares of Purchaser Common Stock. For purposes hereof, “ Lien ” means all mortgages, deeds of trust, liens, pledges, charges, security interests, easements, restrictive covenants, rights-of-way, leases, purchase agreements, options, and other encumbrances. At any time that this Warrant is outstanding, the Purchaser shall reserve and keep available a number of shares of Purchaser Common Stock which the Purchaser may be liable to issue upon exercise of this Warrant in accordance with the terms and conditions of this Warrant.

(d) Date of Issuance . Each person or entity in whose name any shares of Purchaser Common Stock are issued shall for all purposes be deemed to have become the holder of record of such shares of Purchaser Common Stock on the date on which this Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer books of the Purchaser are closed, such person or entity shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books are open. The Purchaser shall have no obligation to issue any physical stock certificates (provided that such book entry interests will continue to bear any required restrictive legends) in respect of any Warrant Shares.

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(e) No Fractional Shares or Scrip . No fractional shares of Purchaser Common Stock or other equity interests or scrip representing fractional shares shall be issued upon exercise of this Warrant. In lieu of any fractional share to which a Holder would otherwise be entitled, the Holder shall be entitled to receive a cash payment equal to the Fair Market Value of such fractional share of Purchaser Common Stock.

(f) No Rights as Stockholders . This Warrant does not entitle the Holder to (i) receive dividends or other distributions, (ii) consent to any action of the stockholders of the Purchaser, (iii) receive notice of or vote at any meeting of stockholders, (iv) receive notice of any other proceedings of the Purchaser or (v) exercise any other rights whatsoever, in any such case, as a stockholder of the Purchaser prior to the date of exercise hereof.

(g) Revocation of Exercise . Holder may, at any time, but in any event within two (2) business days after the exercise of this Warrant, prior to the issuance of the shares of Purchaser Common Stock, revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to Purchaser, whereupon Purchaser and Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant.

5. Certain Adjustments . The number of Warrant Shares issuable upon exercise of this Warrant, as well as the Warrant Price, are subject to adjustment from time to time as set forth in this Section  5 .

(a) Stock Splits, Subdivisions, Reclassifications or Combinations . If the Purchaser shall at any time or from time to time (i) declare, order, pay or make a dividend or make a distribution on Purchaser Common Stock in shares of Purchaser Common Stock, (ii) split, subdivide or reclassify the outstanding shares of Purchaser Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of Purchaser Common Stock into a smaller number of shares, the number of Warrant Shares issuable upon exercise of this Warrant at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be proportionately adjusted so that the Holder immediately after such record date or effective date, as the case may be, shall be entitled to purchase the number of shares of Purchaser Common Stock which such holder would have owned or been entitled to receive in respect of the shares of Purchaser Common Stock subject to this Warrant after such date had this Warrant been exercised in full immediately prior to such record date or effective date, as the case may be (disregarding whether or not this Warrant had been exercisable by its terms at such time), subject to the provisions of Section  5(e) . In the event of such adjustment, the Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be immediately adjusted to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant in full before the adjustment determined pursuant to the immediately preceding sentence (disregarding whether or not this Warrant was exercisable by its terms at such time) and (2) the Warrant Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, split, subdivision, combination or reclassification giving rise to such adjustment by (y) the new number of Warrant Shares issuable upon exercise of the Warrant in full determined pursuant to the immediately preceding sentence (disregarding whether or not this Warrant is exercisable by its terms at such time).

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(b) Other Distributions . If the Purchaser shall fix a record date for the making of a dividend or other distribution (by spin-off or otherwise) on shares of Purchaser Common Stock, whether in cash, equity interests of the Purchaser, other securities of the Purchaser, evidences of indebtedness of the Purchaser or any other Person or any other property, or any combination thereof, excluding (i) dividends or distributions subject to adjustment pursuant to Section  5(a) or (ii) cash dividends solely on shares of Purchaser Common Stock out of surplus or net profits legally available therefor (determined in accordance with the General Corporation Law of the State of Delaware), then in each such case, the number of Warrant Shares issuable upon exercise of this Warrant (disregarding whether or not this Warrant had been exercisable by its terms at such time) shall be increased by multiplying such number of Warrant Shares by a fraction, the numerator of which is the Fair Market Value per share of Purchaser Common Stock on the last trading day preceding the first date on which the Purchaser Common Stock trades regular way on the Exchange on which the Purchaser Common Stock is listed or admitted to trading without the right to receive such dividend or distribution and the denominator of which is the Fair Market Value per share of Purchaser Common Stock on such trading day less the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Purchaser Common Stock (in each case as of the record date of such dividend or distribution); such adjustment shall take effect on the record date for such dividend or distribution. In the event of such adjustment, the Warrant Price shall immediately be decreased by multiplying such Warrant Price by a fraction, the numerator of which is the number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to such adjustment (disregarding whether or not this Warrant was exercisable by its terms at such time), and the denominator of which is the new number of Warrant Shares issuable upon exercise of this Warrant determined in accordance with the immediately preceding sentence. Notwithstanding the foregoing, in the event that the Fair Market Value of the cash and/or any other property, as applicable, to be so paid or distributed in such dividend or distribution in respect of one share of Purchaser Common Stock (in each case as of the record date of such dividend or distribution) is equal to or greater than the Fair Market Value per share of Purchaser Common Stock on such record date, then proper provision shall be made such that upon exercise of this Warrant, the Holder shall receive, in addition to the applicable Warrant Shares, the amount and kind of such cash and/or any other property such Holder would have received had such Holder exercised this Warrant immediately prior to such record date (disregarding whether or not this Warrant had been exercisable by its terms at such time). For purposes of the foregoing, in the event that such dividend or distribution in question is ultimately not so made, the Warrant Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to make such dividend or distribution, to the Warrant Price that would then be in effect and the number of Warrant Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

(c) Replacement of Securities upon Reorganization, etc . In case of any recapitalization, reclassification or reorganization of the outstanding Purchaser Common Stock (other than a change under Section  5(a) or Section  5(b) or that solely affects the par value of such Purchaser Common Stock), or in the case of any amalgamation, conversion, merger or consolidation of the Purchaser with or into another corporation or other entity (other than a consolidation or merger in which the Purchaser is the continuing corporation), or in the case of any sale, lease, license, transfer or conveyance to another corporation or entity of the assets or

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other property of the Purchaser as an entirety or substantially as an entirety in connection with which the Purchaser is dissolved, liquidated or wound up or any exchange or tender offer for equity securities of the Purchaser (a “ Reorganization Transaction ”), the Holder of this Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Purchaser Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such Reorganization Transaction that the Holder of this Warrant would have received if such holder had exercised this Warrant immediately prior to such event (the “ Alternative Issuance ”); provided , however , that (i) if the holders of Purchaser Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such Reorganization Transaction and the Holder fails to make an election, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which this Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of Purchaser Common Stock in such Reorganization Transaction that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of Purchaser Common Stock under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding Purchaser Common Stock, the Holder of record of this Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if the Holder had exercised this Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Purchaser Common Stock held by such Holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section  5 . Subject to Section  7(a) , in case of any Reorganization Transaction, provision shall be made in such transaction so that the holders of this Warrant shall be entitled, but not obligated, to participate in whole or in part in such Reorganization Transaction directly by surrendering such Warrant in exchange for the kind and amount of shares of stock or other securities or property (including cash) receivable in such Reorganization Transaction applicable to this Warrant on an as-converted basis. If any recapitalization, reclassification or reorganization also results in a change in Common Stock covered by both Section  5(a) and this Section  5(c) , then such adjustment shall be made pursuant to both Section  5(a) and this Section  5(c) . The provisions of this Section  5(c) shall similarly apply to successive recapitalizations, reclassifications, reorganizations, amalgamations, conversions, mergers or consolidations, sales, leases, licenses, transfers, conveyances and other similar transactions, and the Purchaser shall not effect any such transaction unless, prior to the consummation thereof, the successor person or entity (if other than the Purchaser) resulting from such transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the majority in interest of the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing

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provisions, such registered Holder shall be entitled to receive upon exercise of this Warrant held by them. With respect to any corporate event or other transaction contemplated by the provisions of this Section  5(c) , the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained herein instead of giving effect to the provisions contained in this Section  5(c) with respect to this Warrant.

(d) Notices of Changes in Warrant . Upon every adjustment of the Warrant Price or the number of Warrant Shares issuable upon exercise of this Warrant, the Purchaser shall give prompt written notice thereof to the Holder, which notice shall state the increase or decrease, if any, in the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at the Warrant Price, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 5(a), 5(b) , or 5(c) , the Purchaser shall give written notice of the occurrence of such event to the Holder of record of this Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed. In case of all other action, unless such notice and the contents thereof shall be deemed to constitute material non-public information, such notice shall be given at least 10 days prior to the taking of such proposed action. Failure to give any notice pursuant to this Section  5(d) , or any defect therein, shall not affect the legality or validity of such event.

(e) No Change to Warrant . This Warrant need not be changed because of any adjustment pursuant to Section  5 .

(f) Rounding of Calculations; Minimum Adjustments . All calculations under this Section  5 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section  5 to the contrary notwithstanding, no adjustment in the Warrant Price or the number of Warrant Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Purchaser Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Purchaser Common Stock, or more.

6. Transfers .

(a) Assignment Form; Registration . This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Purchaser, subject to this Section  6 and providing the Purchaser with written notice of such transfer. After prompt written notice of such transfer, the Purchaser shall register such transfer, from time to time, of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed (each, an “ Assignment Form ”), to the Purchaser at its address specified herein. Upon any such registration of transfer, a new warrant (any such new warrant, a “ New Warrant ”) evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so

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transferred, if any, shall be issued to the transferring Holder. The acceptance of any New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of this Warrant.

(b) Opinion . In connection with any such transfer, upon reasonable request by the Purchaser to such transferring Holder at the expense of such Holder, such Holder will give to the Purchaser an opinion of counsel (which may be in-house counsel or outside counsel to such Holder or its investment adviser) in form and substance reasonably satisfactory to the Purchaser to the effect that the proposed transfer of this Warrant may be effected without registration or qualification of this Warrant under the Securities Act or California, Delaware or New York state securities law.

(c) Exchange of Warrant . This Warrant may be surrendered to the Purchaser, together with a written request for exchange, and thereupon the Purchaser shall issue in exchange therefor the New Warrant as requested by the Holder of record of this Warrant so surrendered, representing an equal aggregate number of Warrant Shares, registered in the name of such surrendering holder.

(d) Fractional Warrants . The Purchaser shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a fraction of a warrant.

(e) Service Charges . No service charge shall be made for any exchange or registration of transfer of this Warrant.

7. Other Provisions Relating to Rights of the Holder of this Warrant .

(a) Mandatory Exercise Upon Change of Control . Notwithstanding anything to the contrary contained herein, in the event of the consummation prior to the Exercise Period of a Reorganization Transaction where all outstanding shares of Purchaser Common Stock are exchanged solely for cash consideration, the Purchaser shall have the right to cause the Holder to exercise this Warrant; provided that the Purchaser must give written notice to the Holder at least ten (10) business days prior to the date of consummation of such qualifying Reorganization Transaction, which notice shall specify the expected date on which such qualifying Reorganization Transaction is to take place and set forth the facts with respect thereto as shall be reasonably necessary to indicate the amount of cash deliverable upon exercise of this Warrant and to each outstanding share of Purchase Common Stock; provided , further , that the Purchaser may only cause this Warrant to be exercised concurrently with the consummation of such qualifying Reorganization Transaction. In the event that the Holder is required to exercise this Warrant pursuant to this Section  7(a) , the Holder shall notify the Purchaser within five (5) business days after receiving the Purchaser’s written notice described above in this Section  7(a) whether it is electing to exercise this Warrant through a Cash Exercise or a Cashless Exercise. In the event that (i) the Holder does not provide such notice within five (5) business days after receiving the Purchaser’s written notice described above in this Section  7(a) , or (ii) the Holder elects a Cash Exercise but does not pay the applicable Warrant Price for the Warrant Shares thereby purchased to the Purchaser upon the consummation of such qualifying Reorganization Transaction, then the Purchaser shall effect the exercise of this Warrant through a Cashless Exercise.

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(b) Lost, Stolen, Mutilated, or Destroyed Warrant . If this Warrant is lost, stolen, mutilated, or destroyed, the Purchaser may on such terms as to indemnity or otherwise as it may in its reasonable discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a New Warrant of like denomination, tenor, and date as this Warrant so lost, stolen, mutilated, or destroyed. Any such New Warrant shall constitute a substitute contractual obligation of the Purchaser, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

(c) No Impairment . The Purchaser will not, by amendment of its governing documents or through any recapitalization, reclassification, reorganization, amalgamation, conversion, merger, consolidation, or through any sale, lease, license, transfer, conveyance of its assets, or through any other similar transactions, or through any dissolution, liquidation, winding up of the Purchaser or through issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the registered Holders against impairment. Without limiting the generality of the foregoing, the Purchaser (i) will not increase the par value of any shares of Purchaser Common Stock issuable upon exercise of this Warrant above the amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in order that the Purchaser may validly and legally issue fully paid and nonassessable shares Purchaser Common Stock upon the exercise of this Warrant, and (iii) will not close its stockholder books or records in any manner which interferes with the timely exercise of this Warrant.

(d) Further Assurances . The Purchaser shall take such actions as are required in order for the Purchaser to satisfy its obligations under this Warrant, including, without limitation, using commercially reasonable efforts to obtain the approval of the holders of any class or series of capital stock or making any filings, in each case as required pursuant to applicable law or the listing requirements (if any) of any national securities exchange on which any class or series of capital stock is then listed or traded. The Purchaser further agrees to cooperate with the Holders in the making of any filings under applicable law that are to be made by the Purchaser or any Holder in connection with the exercise of the Holder’s rights under this Warrant.

8. Charges, Taxes and Expenses . The Purchaser shall from time to time promptly pay any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense that may be imposed upon the Purchaser in respect of the issuance or delivery of Common Stock to the registered holder thereof upon the exercise of this Warrant, including such taxes imposed pursuant to Section  4 , but the Purchaser shall not be obligated to pay any transfer taxes associated with transfers by the holder of this Warrant or Warrant Shares.

9. Successors . All the covenants and provisions of this Warrant by or for the benefit of the Purchaser shall bind and inure to the benefit of their respective successors and assigns. The Purchaser will not amalgamate, merge, convert or consolidate with or into, or sell, transfer, license or lease all or substantially all of its property or assets to, any other party unless the successor, transferee, licensee or lessee party, as the case may be (if not the Purchaser), assumes (expressly or by operation of law) the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Purchaser.

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10. Notices . All notices, statements or other documents which are required or contemplated by this Warrant (including without limitation the delivery of any Exercise Notice or Assignment Form, the surrender of this Warrant and the issuance of any New Warrant) to be given, delivered or made by the Purchaser or the Holder to the other shall be in writing (each a “ Notice ”) and shall be: (a) delivered personally or by commercial messenger; (b) sent via a recognized overnight courier service; (c) sent by registered or certified mail, postage pre-paid and return receipt requested; or (d) sent by facsimile transmission, provided confirmation of receipt is received by sender and the original Notice is sent or delivered contemporaneously by an additional method provided in this Section  10 ; in each case so long as such Notice is addressed to the intended recipient thereof as set forth below:

If to the Purchaser:

B. Riley Financial, Inc.

21255 Burbank Boulevard, Suite 400

Woodland Hills, California 91367

Facsimile: (818) 746-9170

Email: aforman@brileyfin.com

Attn: Alan N. Forman

If to the Holder: as set forth on the Warrant Registry

Any party may change its address specified above by giving each party Notice of such change in accordance with this Section  10 . Any Notice shall be deemed given upon actual receipt (or refusal of receipt).

11. Applicable Law . The validity, interpretation, and performance of this Warrant shall be governed in all respects by the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Purchaser hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Purchaser hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

12. Persons Having Rights under this Warrant . Nothing in this Warrant expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder of this Warrant any right, remedy, or claim under or by reason of this Warrant or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Holder of this Warrant, each of whom is a third party beneficiary of this Warrant.

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13. Effect of Headings . The section headings herein are for convenience only and are not part of this Warrant and shall not affect the interpretation thereof.

14. Amendment and Waiver . All modifications or amendments, including any amendment to increase the Warrant Price, change the number of shares of Purchaser Common Stock issuable upon exercise of this Warrant or shorten the Exercise Period, shall require the written consent of the Holder of this Warrant. Notwithstanding the foregoing, the Purchaser may extend the duration of the Exercise Period pursuant to Section  3 without the consent of the Holder of this Warrant.

15. Miscellaneous .

(a) This Warrant shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

(b) If the Purchaser fails to perform, comply with or observe any covenant or agreement to be performed, complied with or observed by it under this Warrant, the Holder may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Warrant or for an injunction against the breach or threatened breach of any such term or in aid of the exercise of any power granted in this Warrant or to enforce any other legal or equitable right, or to take any one or more of such actions. The Purchaser hereby agrees that the Holder shall not be required or otherwise obligated to, and hereby waives any right to demand that such Holder, post any performance or other bond in connection with the enforcement of its rights and remedies hereunder. None of the rights, powers or remedies conferred under this Warrant shall be mutually exclusive, and each right, power or remedy shall be cumulative and in addition to any other right, power or remedy whether conferred by this Warrant or now or hereafter available at law, in equity, by statute or otherwise.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, the Purchaser and Holder have caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

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FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of Purchaser Common Stock under the foregoing Warrant)

To B. Riley Financial, Inc.:

The undersigned is the Holder of Warrant No. _______ (the “ Warrant ”) issued by B. Riley Financial, Inc., a Delaware corporation (the “ Purchaser ”), which accompanies this Exercise Notice. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.

☐ “Cash Exercise” under Section 4(a)(i)

☐ “Cashless Exercise” under Section 4(a)(ii)

     It (A) is an “accredited investor” within the meaning of Rule 501(a)(1) under the Securities Act OR (B) either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Warrant Shares, and has so evaluated the merits and risks of such investment; AND

     It is acquiring the Warrant Shares for itself and does not intend to re-offer or re-sell the Warrant Shares in connection with a distribution; AND

     It understands that each Purchaser Warrant is characterized as “restricted security” under the U.S. federal securities laws inasmuch as it is being acquired from the Purchaser in a transaction not involving a public offering and that under U.S. federal securities laws and applicable regulations the Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances; AND

     It is understood that certificates evidencing the Warrant Shares will bear any legend as required by the Blue Sky laws of any state and a restrictive legend in substantially the form set forth in the Purchase Agreement (as defined in the Warrant).

FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the within Warrant to purchase ____________ shares of common stock of B. Riley Financial, Inc. to which the within Warrant relates and appoints ________________ attorney to transfer said right on the books of B. Riley Financial, Inc. with full power of substitution in the premises.

In connection with any transfer of the Warrant, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and is making the transfer pursuant to one of the following:

[Check One]

(1)      to the Purchaser; or

(2)      to an “accredited investor” (as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”)); or

(3)      pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to another exemption available under the Securities Act; or

(4)      pursuant to an effective registration statement under the Securities Act.

and unless the box below is checked, the undersigned confirms that the Warrant is not being transferred to an “affiliate” of the Purchaser as defined in Rule 144 under the Securities Act (an “Affiliate”):

☐ The transferee is an Affiliate of the Purchaser.

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”), dated as of May 17, 2017, is hereby entered into by and among B. Riley Financial, Inc., a Delaware corporation (“ Parent ”), Wunderlich Investment Company, Inc., a Delaware corporation (the “ Company ”), and Gary K. Wunderlich, Jr. (the “ Executive ”).

WHEREAS, the Executive currently serves as Chief Executive Officer of the Company, pursuant to that certain Employment Agreement, dated as of December 20, 2013 and amended as of May 16, 2016 (the “ Prior Agreement ”), by and among the Company, Wunderlich Securities, Inc., a Tennessee corporation (“ WSI ”), and the Executive;

WHEREAS, the Company has entered into that certain Merger Agreement, dated as of even date herewith (the “ Merger Agreement ”), by and among the Company, Parent, Foxhound Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), ACP BD Investments, LLC, a Delaware limited liability company, and certain other parties thereto, pursuant to which, among other things, at the “Effective Time” (as defined in the Merger Agreement), Merger Sub shall merge with and into the Company, with the Company surviving (the “ Transactions ”); and

WHEREAS, following the Transactions, the Company and the Executive wish to continue the Executive’s employment relationship with the Company on the terms set forth below in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company and Executive hereby agree as follows:

1. Effective Date . This Agreement shall be effective as of Effective Time (the date on which such consummation occurs, the “ Effective Date ”). If, however, the Merger Agreement is terminated by the parties thereto without the consummation of the Transactions, then this Agreement shall be null and void ab initio , and of no force or effect.

2. Term . The Company hereby agrees to continue to employ the Executive, and the Executive hereby accepts such employment, for a term commencing as of the Effective Date and continuing until the third anniversary of the Effective Date, unless sooner terminated in accordance with the provisions of Section 5 or Section 6 (the period during which the Executive is employed under this Agreement hereinafter referred to as the “ Term ”). Notwithstanding the foregoing, upon a Change in Control (as that term is defined in Parent’s then-current long-term incentive plan), the Term shall automatically be renewed so that the Term is not less than two (2) years from the effective date of such Change in Control.

3. Position and Duties . During the Term, the Executive shall be employed as the Chief Executive Officer of the Company and WSI, and shall report to Parent’s Chief Executive Officer. In addition, as of the Effective Date, the Executive shall be appointed to the Board of Directors of Parent (the “ Parent Board ”). The Executive shall faithfully perform for the Company and WSI the duties of said position and shall perform such other duties of an executive, managerial, or administrative nature as shall be reasonably commensurate with his position and specified and designated from time to time by the Chief Executive Officer of Parent,

including, but not limited to, serving as an officer and/or director of one or more subsidiaries of Parent from time to time. The Executive shall devote all of his business time and efforts to the performance of his duties hereunder. The Executive shall have the right to engage in various activities outside of his employment with the Company, including charitable and community activities and making personal investments that do not constitute corporate opportunities, and, with the approval of the Parent Board, serving as a director of one or more other companies (other than directorships of nonprofit charitable or community companies, which shall not require such approval) so long as such activities do not interfere with the Executive’s ability to perform his duties hereunder.

4. Compensation and Benefits .

4.1. Annual Salary . The Company shall pay the Executive during the Term a base salary at a minimum rate of $500,000 (Five Hundred Thousand Dollars) per annum (the “ Annual Salary ”), in accordance with the customary payroll practices of the Company applicable to senior executives. The Compensation Committee of the Parent Board (the “ Compensation Committee ”) may, in its sole discretion, periodically increase the amount of the Annual Salary (but not decrease such amount, except in connection with across-the-board salary reductions generally applicable to Parent’s executive management team). For purposes of this Agreement, the Annual Salary as increased or decreased from time to time shall constitute the “Annual Salary” as of the time of the change.

4.2. Eligibility for Incentive Plans . During the Term, the Executive shall be eligible to participate in any performance bonus plans or programs or long-term incentive or equity-based incentive compensation plans or programs of the Company or Parent as in effect from time to time and in which Parent’s executive management team is generally eligible to participate. In addition, during the Term, the Executive shall be eligible to receive commissions on accounts that he manages or originates at the highest commission rate published in the Company’s commission schedule for retail financial advisors as in effect from time to time.

4.3. Benefits—In General . During the Term, the Executive shall be permitted to participate in any group life, hospitalization, or disability insurance plans, health programs, retirement plans, fringe benefit programs, and other benefits or insurance plans that may be available to other senior executives of Parent generally in accordance with the terms of such plans or programs as in effect from time to time.

4.4. Expenses—In General . The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement, in accordance with the Company’s policies regarding such reimbursements as in effect from time to time. During the Term, the Company shall reimburse reasonable fees and expenses incurred by the Executive for participation in professional and trade associations and reasonable expenses incurred in connection with business development and client entertainment activities. Payments and reimbursement under this Section 4.4 shall be made no later than March 15th of the calendar year following the year in which the Executive incurred the expense.

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4.5. Initial Equity Grant . On or about the Effective Date, Parent shall grant to the Executive an award of restricted stock units in respect of shares of Parent common stock, no par value (“ Parent Common Stock ”), having an aggregate grant date fair market value equal to $1.5 million (the “ Initial Equity Award ”). The Initial Equity Award shall vest in five equal annual installments on each of the first five anniversaries of the Effective Date, subject to the Executive’s continued employment with the Company through each such anniversary and to accelerated vesting as set forth in Sections 5.2(b) and 6.2(b)(iv), and shall otherwise have terms and conditions that are consistent with the restricted stock unit awards granted to similarly situated executives of Parent.

4.6. Performance-Based Equity Grant . On or about the second anniversary of the Effective Date, Parent shall grant to the Executive an award of restricted stock units (the “ Performance-Based Equity Award ”) in respect of a number of shares of Parent Common Stock equal to the Final Performance-Based Equity Number (as defined in Exhibit  A hereto), subject to the Executive’s continued employment with the Company and its subsidiaries through the date of grant. The Performance-Based Equity Award shall vest in three equal installments on each of the third, fourth, and fifth anniversaries of the Effective Date, subject to the Executive’s continued employment with the Company and its subsidiaries through each such anniversary and to accelerated vesting as set forth in Sections 5.2(b) and 6.2(b)(iv), and shall otherwise have terms and conditions that are consistent with the restricted stock unit awards granted to similarly situated executives of Parent.

4.7. Indemnification Agreement . On the Effective Date, Parent and the Executive shall enter into an indemnification agreement in substantially the form entered into by Parent with similarly situated directors and officers of Parent.

5. Termination Due to Death or Disability .

5.1. Date of Termination Due to Death or Disability . If the Executive dies during the Term, the Term of this Agreement and the Executive’s employment with the Company shall terminate effective immediately as of the date of the Executive’s death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 5. If, during the Term, the Executive is unable to perform substantially and continuously the duties assigned to him due to a disability (as such term is defined or used for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than one hundred eighty (180) consecutive or non-consecutive days out of any consecutive twelve (12)-month period) (a “ Disability ”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon thirty (30) days’ advance notice in writing to the Executive, and the Term of this Agreement and the Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after delivery of such notice, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 5.

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5.2. Obligations of the Company upon Termination Due to Death or Disability . Upon termination of the Term of this Agreement and the Executive’s employment with the Company due to the Executive’s death or Disability, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive the following payments and benefits at the times specified below (subject to Section 8):

(a) (i) an amount equal to the sum of (A) any Annual Salary actually earned under this Agreement prior to the date of termination, (B) any accrued paid time off to the extent not theretofore paid, and (C) reimbursement for business expenses incurred prior to the date of termination in accordance with the Company’s policies or Section 4.4, which amount shall be paid within thirty (30) days of the date of termination, and (ii) the annual incentive amount (if any) earned, but not yet paid to the Executive prior to the date of termination, under any bonus or commission plan of the Company in which the Executive participated for the completed fiscal year of the Company prior to the date of termination as determined by the Compensation Committee, with such amount to be paid in cash at such time as the Company otherwise makes incentive payments for such fiscal year to the executive management team (and in all events no later than March 15th of the year following the year in which the date of termination occurs) (the amounts in clauses (i) and (ii) referred to collectively as the “ Accrued Obligations ”);

(b) all outstanding and unvested incentive equity or equity-based awards and long-term incentive awards held by the Executive shall immediately vest and any time-based forfeiture restrictions on incentive equity or equity-based awards held by the Executive shall immediately lapse; provided that any awards that vest based on the achievement of performance goals shall vest and be earned only upon achievement of the applicable performance goals or objectives (but disregarding any requirement for the Executive’s continued employment); provided , further , that if the applicable plan or award agreement provides more beneficial treatment to the Executive and specifically provides that it supersedes the treatment under this Section 5.2(b), the more beneficial treatment in the applicable plan or award agreement shall apply; and provided , further , that, notwithstanding the foregoing, in the event of a Change in Control, the terms of the applicable plan and award agreements relating to a Change in Control shall apply if such provision is more beneficial to the Executive (with settlement of any such outstanding award that constitutes nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), to occur only if such Change in Control is a “change in control event” as defined in Treasury Regulation § 1.409A-3(i)(5));

(c) a pro rata actual annual incentive payment in respect of the fiscal year of the Company in which the date of termination occurs equal to the product of (i) the amount determined by the Compensation Committee pursuant to the terms of the applicable annual incentive plan of the Company in which the Executive was eligible to participate for such fiscal year based on the Company’s actual performance for the fiscal year of the Company in which the date of termination occurs on the same basis as annual incentives are determined for active members of the senior management team of the Company, and (ii) a fraction, the numerator of which is the number of days elapsed in the fiscal year of the Company in which occurs the date of termination through the date of termination, and the denominator of which is 365 (such amount the “ Pro Rata Incentive Award ”), with such amount to be paid in cash at such time as the Company otherwise makes incentive payments for such fiscal year to the executive management team (and in all events no later than March 15th of the year following the year in which the date of termination occurs);

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(d) all rights and benefits under any retirement or other benefit plan or program (in accordance with their terms and conditions) that are vested or to which the Executive is otherwise entitled as of the date of termination (the “ Other Benefits ”); and

(e) if such termination of employment occurs prior to the grant of the Performance-Based Equity Award, then an amount in cash equal to $1 million, which amount shall be paid within 60 days following the date of termination.

Except as provided in this Section 5.2, the Executive shall have no further rights to any other compensation or benefits under this Agreement on or after any termination of the Executive’s employment pursuant to this Section 5, and any unvested rights, benefits, or incentive awards shall be forfeited as of the date of termination.

5.3. Effect of Termination on Other Positions . Upon any termination under this Section 5, the Executive shall be deemed to have resigned from all positions he then holds with the Company and any of its subsidiaries, and the Executive agrees to execute such documents and take such other actions as the Company may request to reflect such resignation.

6. Obligations of the Company upon Certain Terminations of Employment (Other Than Due to Death or Disability) .

6.1. Termination by the Company with Cause; Termination by the Executive without Good Reason . During the Term, the Company may terminate the Term of this Agreement and the Executive’s employment with Cause, and the Executive may terminate the Term of this Agreement and his employment without Good Reason.

(a) Definition of Cause . For purposes of this Agreement, “ Cause ” shall mean the Executive’s:

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(b) Obligations of the Company upon Termination by the Company with Cause or Termination by the Executive without Good Reason . If, during the Term, the Company terminates the Executive with Cause, or the Executive terminates his employment and the termination by the Executive is not with Good Reason in accordance with Section 6.2, the Term of this Agreement and the Executive’s employment with the Company shall terminate immediately in the case of a termination by the Company with Cause and on the thirtieth (30th) day following the date the Executive provides the Company with written notice of his termination without Good Reason (or such earlier date as the Company and the Executive may agree), and the Executive shall be entitled to receive the Accrued Obligations and the Other Benefits, as provided and at the times set forth in Sections 5.2(a) and 5.2(d). The Executive shall have no further rights to any other compensation or benefits under this Agreement on or after any termination of the Executive’s employment pursuant to this Section 6.1, and any unvested rights, benefits, or incentive awards shall be forfeited as of the date of termination.

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(c) Effect of Termination on Other Positions . Upon any termination under this Section 6.1, the Executive shall resign from all positions he then holds with Parent, the Company and any of their respective subsidiaries, and the Executive agrees to execute such documents and take such other actions as the Company may request to reflect such resignation.

6.2. Termination by the Company without Cause; Termination by the Executive with Good Reason. During the Term, the Company may terminate the Term of this Agreement and the Executive’s employment without Cause, and the Executive may terminate the Term of this Agreement and his employment for Good Reason.

(a) Definition of Good Reason . For purposes of this Agreement, “ Good Reason ” shall mean:

To invoke a termination with Good Reason, the Executive shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (v) within thirty (30) days following the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have thirty

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(30) days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition if such condition is reasonably subject to cure. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within thirty (30) days following such Cure Period in order for such termination as a result of such condition to constitute a termination with Good Reason.

(b) Obligations of the Company upon Termination by the Company without Cause or a Termination by the Executive for Good Reason . If, during the Term, the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, the Term of this Agreement and the Executive’s employment with the Company shall terminate on the thirtieth (30th) day following the date the Company or the Executive, as applicable, provides the Company with written notice of termination (or such earlier date as the Company and the Executive may agree), and the Executive shall be entitled to receive the following payments and benefits at the times specified below, subject to Section 6.3 and Section 7:

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9

Except as provided in this Section 6.2, the Executive shall have no further rights to any other compensation or benefits under this Agreement on or after any termination of the Executive’s employment pursuant to this Section 6.2, and any unvested rights, benefits, or incentive awards shall be forfeited as of the date of termination.

(c) Effect of Termination on Other Positions . Upon any termination under this Section 6.2, the Executive shall resign from all positions he then holds with Parent, the Company and any of their respective subsidiaries, and the Executive agrees to execute such documents and take such other actions as the Company may request to reflect such resignation.

6.3. Condition to Rights and Benefits of Executive . All rights and benefits to which the Executive may be entitled under Section 6.2 (other than the Accrued Obligations and the Other Benefits) shall be subject to the Executive’s continuing performance in all material respects of the covenants of the Executive contained in Sections 7 and 9.1 and the delivery to the Company of an executed release of claims against the Company and its affiliates in a form substantially similar to the release of claims requested by the Company from other employees in connection with employment terminations (with such updates and modifications as the Company determines are necessary) and the expiration (without the Executive revoking) of any applicable non-revocation period set forth in such release no later than fifty-five (55) days after the date of termination of employment (the “ Release Requirement ”).

7. Covenants of the Executive .

7.1. Covenant Against Competition; Other Covenants . The Executive acknowledges that (x) the Executive’s work for the Company and its subsidiaries has given, and the Executive’s work for Parent and the Company will continue to give, him access to the confidential affairs and proprietary information of Parent and the Company, (y) the covenants and agreements of the Executive contained in this Section 7 are essential to the business and goodwill of Parent and the Company, and (z) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 7. Accordingly, the Executive covenants and agrees that:

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(a) Confidentiality . During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, except in connection with the business and affairs of Parent, the Company, and their respective subsidiaries and affiliates (the “ Company Group ”) and as otherwise required by law, all confidential matters relating to the business and affairs of the Company Group learned by the Executive heretofore or hereafter directly or indirectly from any member of the Company Group (the “ Confidential Company Information ”), and shall not disclose such Confidential Company Information to anyone outside of the Company Group except as required by law or with the Company’s express written consent and except for Confidential Company Information which is, at the time of receipt, or thereafter becomes, publicly known through no wrongful act of the Executive.

(b) Noncompetition .

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(c) Nonsolicitation . During the Term and the Restricted Period, (i) the Executive shall not, without the Company’s prior written consent, directly or indirectly, knowingly (A) solicit or encourage to leave the employment or other service of any member of the Company Group any employee or independent contractor thereof, or (B) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of any member of the Company Group within the twelve (12)-month period that follows the termination of such employee’s employment with the Company Group, and (ii) the Executive shall not, whether for his own account or for the account of any other person, firm, corporation, or other business organization, intentionally interfere with any member of the Company Group’s relationship with, or endeavor to entice away from any member of the Company Group, any person who during the Term is or was, within the preceding year, a customer or client of any member of the Company Group, nor shall Executive aid or assist in any manner whatsoever any person, firm, corporation, or other business in doing any of the actions described in clauses (i) or (ii) above.

7.2. Rights and Remedies upon Breach . The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 7.1 (the “ Restrictive Covenants ”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 7.1, the Company and the other members of the Company Group, in addition to, and not in lieu of, any other rights and remedies available to the Company and the other members of the Company under law or in equity (including, without limitation, the recovery of damages) and the cessation of any payments or benefits otherwise provided under Section 6.2, shall have the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. The foregoing provisions of this Section 7 are not intended to, and shall be interpreted in a manner that does not, limit or restrict the Executive from exercising any legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the Securities Exchange Act of 1934, as amended).

8. Code Section  409A .

8.1. General. It is intended that this Agreement shall comply with the provisions of Section 409A of the Code or an exemption to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the “separation pay” exception, or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. Within the time period permitted under Section 409A of the Code or guidance issued thereunder, the Company may, in consultation with the Executive, modify this Agreement to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code.

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8.2. In-Kind Benefits and Reimbursements . Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits that constitute nonqualified deferred compensation under Section 409A of the Code provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

8.3. Delay of Payments . Notwithstanding any other provision of this Agreement to the contrary, if the Executive is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by Parent as in effect on the date of termination), (a) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six (6)-month period following his separation from service (as determined in accordance with Section 409A of the Code) shall be accumulated and paid to the Executive on the fourteenth (14th) day of the seventh (7th) month following his separation from service (the “ Delayed Payment Date ”) and (b) in the event any equity compensation awards held by the Executive that vest on account of the Executive’s separation from service constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, the delivery of shares of common stock or cash, as applicable, in settlement of such awards shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 409A of the Code on which the shares or cash would otherwise be delivered or paid. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or thirty (30) days after the date of the Executive’s death.

9. Code Section  280G .

9.1. Certain Reductions in Payments . Anything in this Agreement to the contrary notwithstanding, if the Accounting Firm (as defined below) determines that receipt of all Payments (as defined below) would subject the Executive to the tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Agreement Payments (as defined below) to the Executive so that the Parachute Value (as defined below) of all Payments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. The provisions of this Section 9 shall be the exclusive provisions applicable to the Executive relating to Section 280G of the Code and any provisions relating to Section 280G of the Code contained in any plan of Parent will be inapplicable to the Executive.

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9.2. Determination by the Accounting Firm . If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all Payments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 9 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than fifteen (15) days following the date of the Executive’s termination of employment.

9.3. Reductions . For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all Payments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only Agreement Payments (and no other Payments) shall be reduced. The reduction contemplated by this Section 9, if applicable, shall be made by reducing payments and benefits (to the extent such amounts are considered Payments) under the following sections in the following order: (i) Section 6.2(b)(ii) beginning with payments that would be made last in time, (ii) Section 6.2(b)(iii), and (iii) Section 6.2(b)(iv).

9.4. Overpayments; Underpayments . As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by Parent or the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “ Overpayment ”) or that additional amounts that will have not been paid or distributed by Parent or the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “ Underpayment ”), in each case, consistent with the calculation of the applicable Safe Harbor Amount hereunder. If the Accounting Firm, based on the assertion of a deficiency by the Internal Revenue Service against Parent, the Company, or the Executive that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by Parent or the Company to or for the benefit of the Executive shall be repaid by the Executive to Parent or the Company, as applicable, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided , however , that (a) no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes; and (b) to the extent such repayment would generate a refund of such taxes, the Executive shall only be required to pay to Parent or the Company the Overpayment less the amount of tax to be refunded and to transfer the refund of such taxes to the Company when received. If the Accounting Firm, based on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by Parent or the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

9.5. Reasonable Compensation . In connection with making determinations under this Section 9, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the change of control, including any noncompetition provisions that may apply to the Executive (whether set forth in this Agreement or otherwise), and the Company shall cooperate in the valuation of any such services, including any noncompetition provisions.

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9.6. Fees and Expenses . All fees and expenses of the Accounting Firm in implementing the provisions of this Section 9 shall be borne by the Company.

9.7. Certain Definitions . The following terms shall have the following meanings for purposes of this Section 9.

(a) “ Accounting Firm ” shall mean a nationally recognized certified public accounting firm (which accounting firm shall in no event be the accounting firm for the entity seeking to effectuate such change in control) or other professional services organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company (as it exists prior to a change of control) and reasonably acceptable to the Executive for purposes of making the applicable determinations hereunder.

(b) “ Agreement Payment ” shall mean a Payment paid or payable pursuant to this Agreement.

(c) “ Net After-Tax Receipt ” shall mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state, local, and foreign laws, determined by applying the highest marginal rate under Section 1 of the Code and under state, local, and foreign laws that applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate as such Executive shall certify, in the Executive’s sole discretion, as likely to apply to the Executive in the relevant tax year.

(d) “ Parachute Value ” of a Payment shall mean the present value as of the date of the change in control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(e) A “ Payment ” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

(f) “ Present Value ” of a Payment shall mean the economic present value of a Payment as of the date of the change in control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code.

(g) “ Safe Harbor Amount ” means (i) 3.0 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code, minus (ii) $1.00.

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10. Miscellaneous .

10.1. Nondisparagement; Cooperation . The Executive agrees that he will not (except as reasonably required by law), whether during or after the Executive’s employment with the Company, make any statement, orally or in writing, regardless of whether such statement is truthful, nor take any action, that (a) in any way could disparage Parent, the Company or any officer, executive, director, partner, manager, member, principal, employee, representative, or agent of Parent or the Company, or which foreseeably could or reasonably could be expected to harm the reputation or goodwill of any of those persons or entities, or (b) in any way, directly or indirectly, could knowingly cause, encourage, or condone the making of such statements or the taking of such actions by anyone else. In addition, following any termination of employment, the Executive will cooperate with Parent and the Company as reasonably requested by Parent or the Company regarding any dispute, claim, or investigation by, against, or involving Parent or the Company regarding matters of which the Executive has particular knowledge relating to the period of the Executive’s employment. The Company shall reimburse the Executive for all reasonable and documented out-of-pocket costs and expenses incurred in connection with such cooperation.

10.2. Severability . The Executive acknowledges and agrees that (a) he has had an opportunity to seek advice of counsel in connection with this Agreement and (b) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

10.3. Duration and Scope of Covenants . If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

10.4. Enforceability; Jurisdiction; Arbitration . Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising under Section 7, and to the extent necessary for any member of the Company Group, where applicable, to avail itself of the rights and remedies referred to in Section 7.2) that is not resolved by the Executive and the Company (or any other member of the Company Group, where applicable) shall be submitted to arbitration in the New York, NY area in accordance with New York law and the procedures of the American Arbitration Association. The determination of the arbitrator(s) shall be conclusive and binding on the Company (or such other member of the Company Group, where applicable) and the Executive, and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

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10.5. Notices . Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by facsimile or electronic transmission, or sent by certified, registered, or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, or sent by facsimile or electronic transmission or, if mailed, five (5) days after the date of deposit in the United States mails as follows:

If to the Company, to:

Wunderlich Investment Company, Inc.

c/o B. Riley Financial, Inc.

21255 Burbank Boulevard, Suite 400

Woodland Hills, CA 91367

Attention: General Counsel

If to the Executive, to the address last shown in the Company’s books and records.

Any such person may, by written notice given in accordance with this Section 10.5 to the other party hereto, designate another address or person for receipt by such person of notices hereunder.

10.6. Entire Agreement . This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. Without limiting the foregoing, effective as of the Effective Date, but subject to the provisions of Section 1, this Agreement shall supersede and replace the Prior Agreement in its entirety.

10.7. Waivers and Amendments . This Agreement may be amended, superseded, canceled, renewed, or extended, and the terms hereof may be waived, only by a written instrument signed by the parties hereto. No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power, or privilege nor any single or partial exercise of any such right, power, or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

10.8. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW THAT COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

10.9. Assignment . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive), and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company; provided , however , that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations, and duties of the Company, as contained in this Agreement, either contractually or as a matter of law.

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10.10. Withholding . The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

10.11. Counterparts . This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two (2) copies hereof each signed by one of the parties hereto.

10.12. Survival . The provisions of Section 7 and any other provisions of this Agreement that expressly impose obligations that survive termination of the Executive’s employment hereunder, and the provisions of this Section 10 to the extent necessary to effectuate the survival of such provisions, shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

10.13. Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

[ Signature Page to Wunderlich Employment Agreement ]

EXHIBIT A

CERTAIN DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Earned Percentage ” means a fraction (not to exceed one), the numerator of which is the Retained Producer Gross Revenue as of the second anniversary of the Effective Date and the denominator of which is the Initial Gross Revenue.

“ Effective Date Price ” means the closing price of a share of Parent Common Stock on the NASDAQ as of the EffectiveDate.

“ Final Performance-Based Equity Amount ” means an amount equal to the product of (a) the Initial Performance-Based Equity Amount multiplied by (b) the Earned Percentage.

“ Final Performance-Based Equity Number ” means the quotient of (a) the Final Performance-Based Equity Amount divided by (b) the Effective Date Price.

“ Initial Gross Revenue ” means $17,859,149.

“ Initial Performance-Based Equity Amount ” means $1,000,000.

“ Retained Producer Gross Revenue ” means, as of any particular date, the sum of (a) the portion of the Initial Gross Revenue attributable to each Specified Producer (as set forth on the Specified Producer Schedule) who remains employed by the Company and its subsidiaries through such date, plus (b) the portion of the Initial Gross Revenue attributable to each Specified Producer (as set forth in the Specified Producer Schedule) whose employment with the Company and its subsidiaries terminates prior to such date due to such Specified Producer’s death, permanent disability, or retirement.

“ Specified Producers ” means certain employees of the Company as mutually agreed by the Executive and Parent prior to the date hereof and set forth in the Specified Producer Schedule.

“ Specified Producer Schedule ” means the schedule delivered by the Executive to Parent prior to the date hereof setting forth each Specified Producer and the portion of the Initial Gross Revenue attributable to such Specified Producer.

A-1

Exhibit 10.3

Lock-Up Agreement

July 3, 2017

B. Riley Financial, Inc.

21255 Burbank Boulevard, Suite 400

Woodland Hills, California 91367

Re: Gary K. Wunderlich, Jr. - Lock-Up Agreement

Ladies and Gentlemen:

Reference is made to that certain Merger Agreement (this “ Merger Agreement ”), dated as of May 17, 2017, made by and among B. Riley Financial, Inc., a Delaware corporation (the “ Purchaser ”), Foxhound Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), Wunderlich Investment Company, Inc., a Delaware corporation (the “ Company ”), Stephen Bonnema, in his capacity as the Stockholder Representative (the “ Stockholder Representative ”). All terms used in this Lock-Up Agreement but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.

In consideration for the acquisition of the Shares by the Purchaser and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the last sentence of this paragraph (the “ Lock-Up Period ”), the undersigned will not (i) convert or exchange any equity interests in the Purchaser for any consideration whatsoever or (ii) Transfer (as defined below) any shares of Purchaser Common Stock, or any options or warrants to purchase any shares of Purchaser Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Purchaser Common Stock, owned by the undersigned (including holding as a custodian), or with respect to which the undersigned has beneficial ownership of within the rules and regulations of the Securities and Exchange Commission (collectively, the “ Restricted Shares ”). The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any sale, transfer, assignment, hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale, transfer, assignment or other disposition of the Restricted Shares even if such Restricted Shares would be disposed of by someone other than the undersigned (other than a bona fide pledge of the Restricted Shares as security for an obligation of the undersigned). Such prohibited sale, transfer, assignment, hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option but excluding any bona fide pledge) with respect to any of the Restricted Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Shares. The Lock-Up Period shall commence on the Merger Closing Date and continue until the two (2) year anniversary of the Merger Closing Date.

“ Transfer ” means to effect any direct or indirect, voluntary or involuntary, sale, disposition, hypothecation, mortgage, grant, encumbrance, gift, assignment, attachment or other transfer (including the creation of any derivative or synthetic interest, including a participation or

other similar interest), whether by merger, testamentary disposition, operation of law or otherwise, and entry into a definitive agreement with respect to any of the foregoing; provided, that, for the avoidance of doubt, a pledge of the Restricted Shares as security for an obligation of the undersigned shall be excluded from the foregoing definition of “Transfer.”

The undersigned represents, warrants and covenants to the Purchaser that upon consummation of the transactions contemplated by the Merger Agreement (the “ Transactions ”) and with respect to the Restricted Shares that the undersigned receives as a result of the Transactions:

The undersigned recognizes and agrees that the foregoing provisions also apply to (i) the undersigned’s spouse, (ii) any relative of the undersigned or undersigned’s spouse occupying the undersigned’s home, (iii) any trust or estate in which the undersigned, the undersigned’s spouse or any such relative owns at least 10% beneficial interest or of which any of them serves as trustee, executor or in any similar capacity and (iv) any corporate or other organization in which the undersigned, the undersigned’s spouse or any such relative owns at least 10% of any class of equity securities or of the equity interest.

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Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prevent the undersigned from (A) effecting a transfer of the Restricted Shares upon consummation of a bona fide third party tender offer, merger, consolidation or other similar transaction approved by the board of directors of the Purchaser that would either result in (i) any such third party becoming the beneficial owner of, directly or indirectly, 50% or more of the total voting power of Purchaser Common Stock or (ii) the stockholders of the Purchaser immediately preceding such transaction holding less than 50% of the equity interests in the surviving or resulting entity of such transaction and (B) effecting a Transfer, in a single or series of transactions, of (i) up to 10% of the undersigned’s shares of Purchaser Common Stock received in the Merger during the period beginning on the Merger Closing Date and ending on the one-year anniversary of the Merger Closing Date and (ii) up to 10% of the undersigned’s shares of Purchaser Common Stock received in the Merger during the period beginning on one day after the one-year anniversary of the Merger Closing Date and ending on the two-year anniversary of the Merger Closing Date.

This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of State of New York.

[ Remainder of Page Intentionally Left Blank ]

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The undersigned understands that the Purchaser is relying upon this Lock-Up Agreement in proceeding toward consummation of the Transactions. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

Accepted and Agreed:

By: Gary K. Wunderlich, Jr.

[ Signature Page to Lock-Up Agreement ]

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”), dated as of July 3, 2017, is by and among B. Riley Financial, Inc., a Delaware corporation (the “ Company ”) and the persons listed on the signature page hereto (collectively, the “ Owners ”).

WHEREAS, pursuant to that certain Merger Agreement (the “ Merger Agreement ”), dated as of May 17, 2017, by and among the Company, Foxhound Merger Sub, Inc., a Delaware corporation, Wunderlich Investment Company, Inc., a Delaware corporation and Stephen Bonnema, in his capacity as the Stockholder Representative, all of the Shares (as defined in the Merger Agreement) will be exchanged for consideration including shares of Common Stock on the terms and subject to the conditions set forth in the Merger Agreement; and

WHEREAS, as an inducement to the Company to enter into the Merger Agreement and as a condition to the closing of the transactions contemplated by the Merger Agreement, the Company and the Owners desire to enter into this Agreement on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement, and intending to be legally bound by this Agreement, the Company and the Owners agree as follows:

Section  1.      Definitions . Capitalized terms used and not otherwise defined in this Agreement that are defined in the Merger Agreement shall have the respective meanings given such terms in the Merger Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section  1 :

“ Agreement ” shall have the meaning set forth in the preamble of this Agreement.

“ Company ” shall have the meaning set forth in the preamble of this Agreement.

“ Common Stock ” means the shares of the Company’s common stock, $0.0001 par value per share.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and the rules and regulations promulgated thereunder.

“ Freely Tradable ” shall mean, with respect to any security, a security that is eligible to be sold by the holder thereof without any volume or manner of sale restrictions under the Securities Act pursuant to Rule 144 thereunder.

“ Indemnified Party ” shall have the meaning set forth in Section  6(c) .

“ Indemnifying Party ” shall have the meaning set forth in Section  6(c) .

“ Losses ” shall have the meaning set forth in Section  6(a) .

“ Merger Agreement ” shall have the meaning set forth in the recitals of this Agreement.

“ Other Securities ” shall have the meaning set forth in Section  2(a) .

“ Owners ” shall have the meaning set forth in the preamble of this Agreement.

“ Person ” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a governmental or political subdivision or an agency or instrumentality thereof.

“ Piggyback Notice ” shall have the meaning set forth in Section  2(a) .

“ Piggyback Registration ” shall have the meaning set forth in Section  2(a) .

“ prospectus ” means the prospectus included in a registration statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a registration statement, and all other amendments and supplements to the prospectus, including post-effective amendments.

“ Register ,” “ registered ,” and “ registration ” shall refer to a registration effected by preparing and filing a registration statement with the SEC in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of such registration statement by the SEC.

“ Registrable Securities ” means shares of Common Stock issued by the Company (i) in exchange for any shares of Company Common Stock (as defined in the Merger Agreement); (ii) in exchange for any shares of Company Preferred Stock (as defined in the Merger Agreement); or (iii) upon the exercise of any Purchaser Warrants (as defined in the Merger Agreement); provided that the term “Registrable Securities” shall exclude in all cases any securities (i) that shall have ceased to be outstanding, or (ii) that are sold pursuant to an effective registration statement under the Securities Act or publicly resold in compliance with Rule 144, and no shares of preferred stock of the Company and no warrants to purchase Common Stock shall be Registrable Securities hereunder. For avoidance of doubt, shares of Common Stock issued upon the exercise of any Purchaser Warrants are Registerable Securities, even if such Purchaser Warrants are not themselves Registerable Securities.

“ Registration Expenses ” shall mean, with respect to any registration, (a) all expenses incurred by the Company in effecting any registration pursuant to this Agreement, including all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses and (b) all expenses of the Company’s independent accountants in connection with any regular or special reviews or audits incident to or required by any such registration; provided that Registration Expenses shall not include any Selling Expenses.

“ registration statement ” means any registration statement that is required to register the resale of the Registrable Securities under this Agreement, and including the related prospectus and any pre- and post-effective amendments and supplements to each such registration statement or prospectus.

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“ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Securities ” means collectively, Registrable Securities and Other Securities.

“ Selling Expenses ” shall mean all underwriting discounts, selling commissions, stock transfer taxes, if any, and all other fees and expenses applicable to the sale of Registrable Securities of the Owners; provided that Selling Expenses shall not include any Registration Expenses.

“ Termination Date ” shall have the meaning set forth in Section  8(a) .

“ Transfer ” means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. “Transferred” shall have a correlative meaning.

“ Underwriter Cutback ” shall have the meeting set forth in Section  2(b) .

Section  2.      Piggyback Registration .

(a)    Subject to the terms and conditions of this Agreement, if at any time following the date hereof, the Company files a registration statement under the Securities Act solely for the purpose of registering for sale shares of its Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “ Other Securities ”) (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms to Form S-4 or Form S-8 or (ii) filed solely in connection with any share repurchase program, employee benefit or dividend reinvestment plan), then the Company shall use commercially reasonable efforts to give written notice of such filing to the Owners at least five (5) Business Days before the anticipated filing date (the “ Piggyback Notice ”). The Piggyback Notice and the contents thereof shall be kept confidential by the Owners and their Affiliates and representatives, and an Owner shall be responsible for breaches of confidentiality by its Affiliates and representatives. The Piggyback Notice shall offer the Owners the opportunity to include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as it may request (a “ Piggyback Registration ”). Subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received from the Owners’ written requests for inclusion therein within five (5) Business Days following receipt of any Piggyback Notice by the Owners, which request

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shall specify the maximum number of Registrable Securities intended to be disposed of by the Owners and the intended method of distribution. The Owners shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least five (5) Business Days prior to the effective date of the registration statement relating to such Piggyback Registration.

(b)    If any Other Securities are to be sold in an underwritten offering, (1) the Company or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (2) the Owners shall be permitted to include all Registrable Securities requested to be included in such registration in such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or any third party to be included in such offering; provided , however , that if such offering involves an underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “ Underwriter Cutback ”), exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (x) to the extent such public offering is the result of a registration initiated by the Company, (i) first , all Other Securities being sold by the Company; (ii) second , all Registrable Securities requested to be included in such registration by the Owners plus all Other Securities of any holders thereof (other than the Company and the Owners) requesting inclusion in such registration, pro rata, based on the aggregate number of Securities beneficially owned by each such holder, or (y) to the extent such public offering is the result of a registration initiated by any Persons (other than the Company or the Owners) exercising a contractual right to demand registration, (i) first , all Other Securities owned by such Persons exercising the contractual right; (ii) second , all Registrable Securities requested to be included in such registration by the Owners plus all Other Securities of any holders thereof (other than the Company, the Owners and the Persons exercising the contractual right) requesting inclusion in such registration, pro rata, based on the aggregate number of Securities beneficially owned by each such holder; and (iii)  third , all Other Securities being sold by the Company.

Section  3.      Expenses of Registration . Except as specifically provided for in this Agreement, all Registration Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All Selling Expenses incurred in connection with any registration hereunder, shall be borne by the Owners.

Section  4.      Obligations of the Company . Whenever the Company decides to effect the registration of any Registrable Securities pursuant to Section  2 of this Agreement, the Company shall, as promptly as reasonably practicable:

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(a)    To the extent reasonably practicable, the Company shall furnish to the Owners copies of all material documents proposed to be filed and give reasonable consideration to the inclusion in such documents of any comments reasonably and timely made by the Owners or their legal counsel; provided that the Company shall include in such documents or any such comments that are necessary to correct any material misstatement or omission regarding Owners.

(b)    Enter customary agreements and take such other actions as are reasonably required in order to facilitate the disposition of such Registrable Securities, including, if the method of distribution of Registrable Securities is by means of an underwritten offering. The Owners shall also enter into and perform their obligations under such underwriting agreement.

(c)    Use commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Owners or the managing underwriter(s). In connection therewith, if reasonably required by the Company’s transfer agent, the Company shall promptly after the effectiveness of the registration statement cause an opinion of counsel as to the effectiveness of the registration statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without legend upon sale by the holder of such shares of Registrable Securities under the registration statement.

Section  5.      Free Writing Prospectuses . The Owners shall not use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Securities without the prior written consent of the Company given to the Owners; provided that the Owners may use any free writing prospectus prepared and distributed by the Company.

Section  6.      Indemnification .

(a)    To the extent that any such untrue statements or omissions described below are based solely upon information regarding the Owners furnished in writing to the Company by the Owners expressly for use in any registration statement, prospectus or “issuer free writing prospectus,” as described below, the Owners shall indemnify and hold harmless, to the full extent permitted by law, the Company and its officers, directors, employees, agents, representatives and Affiliates against any and all losses, claims, damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and disbursements of attorneys and other professionals) (collectively, “ Losses ”) arising out of or based upon (A) with respect to any registration statement, any untrue or alleged untrue statement of material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein no misleading or (B) with respect to any prospectus or any “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act), or any other document used to sell Registrable Securities, any untrue statement or alleged untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(b)    Unless any such untrue statements or omissions described below are based upon information regarding the Owners furnished in writing to the Company by the Owners expressly for use in any registration statement, prospectus or “issuer free writing prospectus,” as described below, the Company shall indemnify and hold harmless, to the full extent permitted by law, the Owners and their officers, directors, employees, agents, representatives and Affiliates against any and all Losses arising out of or based upon (A) with respect to any registration statement, any untrue or alleged untrue statement of material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein no misleading or (B) with respect to any prospectus or any “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act), or any other document used to sell Registrable Securities, any untrue statement or alleged untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c)    If any proceeding shall be brought or asserted against the Company (the “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall assume the defense in such proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with such defense; provided that any such notice or other communication pursuant to this Section  6 between the Indemnified Party and an Indemnifying Party shall be delivered to or by, as the case may be, the Owners; provided , further , that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Section  6 , except to the extent that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense of such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such proceeding; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that representation of both such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate because of an actual or potential conflict of interest between the Indemnifying Party and such Indemnified Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. No Indemnifying Party shall, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding and no admission of fault or culpability is required. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such proceeding in a manner not

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inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, promptly upon receipt of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder, provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is determined that such Indemnified Party is not entitled to indemnification under this Section  6 ).

(d)     Contribution . If for any reason the indemnification provided for in Section  6(a) or Section  6(b) is unavailable to an indemnified party or insufficient in respect of any Losses referred to therein (other than as a result of exceptions or limitations on indemnification contained in Section  6(a) or Section  6(b) ), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section  6(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section  6(d) . No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to in Section  6(a) and Section  6(b) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section  6(d) , in connection with any Registration Statement filed by the Company, a selling Owner shall not be required to contribute any amount in excess of the dollar amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such Owner pursuant to Section  6(b) and any amounts paid by such Owner as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. If indemnification is available under this Section  6 , the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section  6(a) and Section  6(b) hereof without regard to the provisions of this Section  6(d) . The remedies provided for in this Section  6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

Section 7.     “ Market Stand-Off ” Agreement; Agreement to Furnish Information .

(a)    In addition to any restrictions in the Lock-Up Agreements, the Owners agree that they will not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any new hedging or similar transaction with the same economic effect as a sale with respect to, any Common Stock (or other securities of the Company) held by the Owners (other

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than those included in the registered public sale of Securities by the Company) for a period specified by the representatives of the book-running managing underwriters of Common Stock (or other securities of the Company convertible into Common Stock) not to exceed ten (10) days prior and ninety (90) days following any registered public sale of securities by the Company in which the Owners participate in accordance with Section  3 ; provided that executive officers and directors of the Company enter into similar agreements and only as long as such Persons remain subject to such agreement (and are not fully released from such agreement) for such period. The Owners agree to execute and deliver such other agreements as may be reasonably requested by the representatives of the underwriters which are consistent with the foregoing or which are necessary to give further effect thereto.

(b)    If requested by the Company or the book-running managing underwriters of Common Stock (or other securities of the Company convertible into Common Stock), the Owners shall provide such information regarding the Owners and their respective Registrable Securities as may be reasonably required by the Company or such representative of the book-running managing underwriters in connection with the filing of a registration statement and the completion of any public offering of the Registrable Securities pursuant to this Agreement.

Section  8.      Miscellaneous .

(a)     Termination of Registration Rights . The registration rights granted under this Agreement shall terminate on the date on which any Registrable Securities are Freely Tradable (the “ Termination Date ”) and the confidentiality provisions under Section 2 of this Agreement shall terminate on the later of the Termination Date or the date on which the offering subject to the Piggyback Notice is made public by the Company or the Company abandons the offering which is subject to the Piggyback Notice (in which case the Company shall give prompt notice to the Owners). For the avoidance of doubt, no notices under Section  2 of this Agreement shall be given to any Owner following the Termination Date.

(b)     No Limitation on Subsequent Registration Rights . Notwithstanding anything to the contrary in this Agreement, the Company may at any time enter into another agreement or agreements with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such securities in any registration statement (including, but not limited to, the registration statement registering the Registrable Securities); provided that no Owner under this Agreement shall be granted registration rights with respect to their Registrable Securities that are more senior to the registration rights granted to such Owner under this Agreement.

(c)     Governing Law . This Agreement shall be governed in all respects by the laws of the State of Delaware without regard to any choice of laws or conflict of laws provisions that would require the application of the laws of any other jurisdiction.

(i)     Jurisdiction; Enforcement . Any legal action or proceeding with respect to this Agreement or any transactions contemplated hereby may be brought in the courts of the State of New York or of the United States sitting in the State of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for himself, herself, or itself and in respect of his, her, or its property generally and unconditionally, the non-exclusive

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jurisdiction of the aforesaid courts. Each party irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by mailing copies thereof by registered or certified mail, postage prepaid, to such party at his, her, or its address as set forth herein. Nothing in this paragraph shall affect the right of any party to serve process in any other manner permitted by law or to commence legal proceedings. Each party hereby irrevocably waives any objections which he, she or it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any action or proceeding brought in any such court has been brought in an inconvenient forum. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. EACH OF THE PARTIES KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WITH AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(d)     Successors and Assigns . Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties; provided , however , that the rights of the Owners under this Agreement shall not be assignable to any Person without the prior written consent of the Company.

(e)     No Third-Party Beneficiaries . Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer, and this Agreement shall not confer, on any Person other than the parties to this Agreement any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no other Persons shall have any standing with respect to this Agreement or the transactions contemplated by this Agreement.

(f)     Entire Agreement . This Agreement, the Merger Agreement and the other documents delivered pursuant to the Merger Agreement, including the Lock-Up Agreements, constitute the full and entire understanding and agreement among the parties hereto with regard to the subjects of this Agreement and such other agreements and documents.

(g)     Notices . Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications required or permitted under this Agreement shall be in writing and shall be mailed by reliable overnight delivery service or delivered by hand, facsimile or messenger as follows:

if to the Company: .

B. Riley Financial, Inc.

21255 Burbank Boulevard, Suite 400

Woodland Hills, California 91367

Attention: Alan N. Forman

Facsimile No.: (818) 746-9170

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with a copy to (which shall not constitute notice) to: Wachtell Lipton Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Nicholas G. Demmo, Esq.

Facsimile: (212) 403-2381

if to the Owners: [            ]

[            ]

[            ]

[            ]

Attention: [            ]

Facsimile: [            ]

with a copy to (which shall not constitute notice) to: [            ]

[            ]

[            ]

Attention: [            ]

Facsimile: [            ]

or in any such case to such other address, facsimile number or telephone as any party hereto may, from time to time, designate in a written notice given in a like manner. Notices shall be deemed given when actually delivered by overnight delivery service, hand or messenger, or when received by facsimile if promptly confirmed.

(h)     Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any party to this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence in any breach or default, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default. All remedies, either under this Agreement or by law or otherwise afforded to the Owners, shall be cumulative and not alternative.

(i)     Expenses . The Company and the Owners shall bear their own expenses and legal fees incurred on their behalf with respect to this Agreement and the transactions contemplated hereby, except as otherwise provided in Section  3 .

(j)     Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Owners or, in the case of a waiver, by the party against whom the waiver is to be effective. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities at the time outstanding (including securities convertible into Registrable Securities), each future holder of all such Registrable Securities and the Company.

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(k)     Counterparts . This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format, each of which may be executed by less than all the parties, each of which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one instrument.

(l)     Severability . If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

(m)     Titles and Subtitles; Interpretation . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. When a reference is made in this Agreement to a Section or Schedule, such reference shall be to a Section or Schedule of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute, rule or regulation defined or referred to in this Agreement means such agreement, instrument or statute, rule or regulation as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. Any reference to any section under the Securities Act or Exchange Act, or any rule promulgated thereunder, shall include any publicly available interpretive releases, policy statements, staff accounting bulletins, staff accounting manuals, staff legal bulletins, staff “no-action”, interpretive and exemptive letters, and staff compliance and disclosure interpretations (including “telephone interpretations”) of such section or rule by the SEC. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by each of the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

[ signature pages follows ]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Signature Page to Registration Rights Agreement]