Form 8-K

8-K — BRC Group Holdings, Inc.

Accession: 0001213900-26-089148

Filed: 2026-08-13

Period: 2026-08-07

CIK: 0001464790

SIC: 6282 (INVESTMENT ADVICE)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0301417-8k_brcgroup.htm (Primary)

EX-10.1 — AMENDMENT NO. 5 TO CREDIT AGREEMENT, DATED AUGUST 7, 2026, AMONG REGISTRANT, BR FINANCIAL HOLDINGS, LLC, EACH OF THE LENDERS PARTY THERETO, AND OAKTREE FUND ADMINISTRATION, LLC (ea030141701ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 7, 2026

BRC

GROUP HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-37503

27-0223495

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

11100

Santa Monica Blvd., Suite 800

Los

Angeles, CA 90025

310-966-1444

(Address,

Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

RILY

Nasdaq Global Market

Depositary Shares (each

representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Stock)

RILYP

Nasdaq Global Market

Depositary Shares (each

representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)

RILYL

Nasdaq Global Market

5.00% Senior Notes due

2026

RILYG

Nasdaq Global Market

6.50% Senior Notes due

2026

RILYN

Nasdaq Global Market

5.25% Senior Notes due

2028

RILYZ

Nasdaq Global Market

6.00% Senior Notes due

2028

RILYT

Nasdaq Global Market

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement

August 7, 2026, BRC Group Holdings, Inc. (the “Company”) and its wholly owned subsidiary BR Financial Holdings, LLC

(the “Borrower”) entered into Amendment No. 5 to Credit Agreement (the “Credit Agreement Amendment”)

which amends that certain Credit Agreement, dated as of February 26, 2025, by and among the Company, Borrower, each of the lenders party

thereto, and Oaktree Fund Administration, LLC, as administrative agent and as collateral agent (as amended by Amendment No. 1 to Credit

Agreement and Guarantee and Collateral Agreement dated as of March 24, 2025, Amendment No. 2 to Credit Agreement dated as of July 8,

2025, Amendment No. 3 to Credit Agreement dated as of October 8, 2025, and Amendment No. 4 to Credit Agreement dated as of January 14,

2026, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed

to them in the Credit Agreement Amendment.

The

Credit Agreement Amendment made several changes, including, but not limited to (i) updating the borrowing base components by deleting

certain assets and increasing the percentage credit attributable to certain assets; (ii) clarifying that the springing maturity function

of the Initial Term Loan Maturity Date would not be triggered by the Company’s September 2026 Bonds or December 2026 Bonds; and

(iii) removing the Initial Term Loan Exit Fee and replacing with an amendment fee of $3,1250,000, with such amendment fee being added

to the principal balance of the Initial Term Loan and payable on the Initial Term Loan Maturity Date and updating other provisions of

the Credit Agreement to coincide with this increase in principal balance.

The

Credit Agreement Amendment also added certain carve-outs and baskets to provide the Company with added flexibility. These changes included

(i) updating the asset carve-outs subject to the disposition covenant in Section 6.04 to remove legacy assets and add new assets; (ii)

adding flexibility for Company subsidiaries to engage in equity line of credit commitment and/or variable rate transactions in the ordinary

course of business; (iii) adding an additional basket to Section 6.06 that allows the Company to repurchase unsecured notes on or prior

to the Maturity Date in an aggregate outstanding amount not to exceed $25 million; and (iv) extending Section 6.06(p) basket through

the Maturity Date to provide added flexibility for the Company to make additional Investments.

The

foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement

Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

10.1

Amendment No. 5 to Credit Agreement, dated August 7, 2026, among Registrant, BR Financial Holdings, LLC, each of the lenders party thereto, and Oaktree Fund Administration, LLC.*

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

* In

accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish

supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

BRC Group Holdings, Inc.

By:

/s/

Scott Yessner

Name:

Scott Yessner

Title:

EVP & CFO

Date:

August 13, 2026

EX-10.1 — AMENDMENT NO. 5 TO CREDIT AGREEMENT, DATED AUGUST 7, 2026, AMONG REGISTRANT, BR FINANCIAL HOLDINGS, LLC, EACH OF THE LENDERS PARTY THERETO, AND OAKTREE FUND ADMINISTRATION, LLC

EX-10.1

Filename: ea030141701ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 5 TO CREDIT AGREEMENT

This AMENDMENT NO. 5 TO CREDIT

AGREEMENT (this “Amendment”) is entered into effective August 7, 2026 (the “Amendment No. 5 Effective Date”),

among BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.), a Delaware corporation (“Ultimate Parent”), BR Financial

Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto (the “Lenders”)

and Oaktree Fund Administration, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted

assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its

successors and assigns in such capacity, the “Collateral Agent”). All capitalized terms used herein (including in this

preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to

below.

R E C I T A L S:

WHEREAS, the Ultimate Parent,

the Borrower, the Lenders, the Administrative Agent, and the Collateral Agent are parties to that certain Credit Agreement, dated as of

February 26, 2025 (as amended by Amendment No. 1 to Credit Agreement and Guarantee and Collateral Agreement, dated as of March 24, 2025,

as amended by Amendment No. 2 to Credit Agreement, dated as of July 8, 2025, as amended by Amendment No. 3 to Credit Agreement, dated

as of October 8, 2025 and as amended by Amendment No. 4 to Credit Agreement, dated as of January 14, 2026, the “Credit Agreement”);

WHEREAS, pursuant to Section

9.01 of the Credit Agreement, the Ultimate Parent and the Borrower have requested the Administrative Agent and the Lenders agree to amend

the Credit Agreement as hereinafter provided;

WHEREAS, subject to the terms

and conditions set forth herein, the Administrative Agent and the Lenders party hereto are willing to agree to such amendments, all as

hereinafter provided;

NOW, THEREFORE, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Rules of

Construction. The rules of construction specified in Section 1.02 of the Credit Agreement shall apply to this Amendment, including

the terms defined in the preamble and recitals hereto.

Section 2. Amendment

to Credit Agreement. The parties hereto (including the Lenders party hereto) agree that, effective as of the Amendment No. 5 Effective

Date, the Credit Agreement is hereby amended as follows:

(a) Amendments

to Section 1.01. The following defined terms in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety,

in each case, to read as follows:

(i) “Asset

Value” shall mean, (i) with respect to the Great American Pref B Assets, the value set forth in the June 30, 2026 Borrowing

Base Certificate, provided, that, if requested by the Administrative Agent in accordance with Section 5.15(d), the value of the

Great American Pref B Assets shall be the value set forth in the most recent Valuation Report preceding the relevant Borrowing Base Certificate,

(ii) with respect to the Telecom Assets, the value set forth in the June 30, 2026 Borrowing Base Certificate, provided, that, if

requested by the Administrative Agent in accordance with Section 5.15(d), the value of the Telecom Assets shall be the value set forth

in the most recent Valuation Report preceding the relevant Borrowing Base Certificate and (iii) with respect to Babcock Assets, the 5-day

daily volume weighted average price of the common shares measured from and including the last day of the month for which a Borrowing Base

Certificate is delivered.

(ii) “Borrowing

Base” shall mean, at any time of calculation, in each case, of the Borrowing Base Loan Parties:

(a) the sum of, without duplication:

(1) the

product of (x) 60% and (y) the Asset Value of the Great American Pref B Assets, plus

(2) the

product of (x) 30% and (y) the Asset Value of the Telecom Assets, plus

(3) the

product of (x) 30% and (y) the Asset Value of the Babcock Assets, plus

(b) 100% of Qualified Cash as of such day (but without giving effect

to the proviso in the definition thereof), minus

The Asset Values used

to calculate the “Borrowing Base” shall be those set forth in the most recent Borrowing Base Certificate (including any pro

forma Borrowing Base Certificate delivered pursuant to Section 5.14). For the avoidance of doubt, no Borrowing Base Asset

shall be included in the Borrowing Base under more than one sub-clause of clause (a) of the definition thereof.

(iii) “Borrowing

Base Assets” shall mean the Great American Pref B Assets, the Telecom Assets, the Babcock Assets and Qualified Cash.

(iv) “Initial

Term Loan Maturity Date” shall mean the earlier of:

(a) the earliest of (x) the third anniversary of the Closing Date, which date is February 26, 2028 and

(y) if any series of bonds, notes or bank Indebtedness of the Ultimate Parent or the Borrower (other than the February 2025 Bonds,

the March 2026 Bonds, the September 2026 Bonds and the December 2026 Bonds) with an aggregate outstanding amount exceeding $10,000,000

is outstanding on the date 91 days prior to the stated maturity date thereof, the date that is 91 days prior to the stated maturity date

thereof, and

(b) the date on which all Initial Term Loans shall become due and payable in full hereunder, whether by acceleration

or otherwise; provided that, if any such day is not a Business Day, the Initial Term Loan Maturity Date shall be the Business

Day immediately succeeding such day.

(i) “Prepayment

Premium” shall mean, mean, (i) with respect to the first $62,500,000 of principal amount of Initial Term Loans prepaid at

any time, an amount equal to 5.00% of the principal amount of such Initial Term Loans being repaid or prepaid (or deemed prepaid or repaid)

and (ii) with respect to the remaining $65,625,000 of principal amount of Initial Term Loans repaid or prepaid (or deemed prepaid or repaid),

an amount equal to (a) if prior to the two-year anniversary of the Closing Date, (I) the sum of all required payments of interest (calculated

at the rate of interest in effect on the applicable repayment or prepayment date, assuming that all such interest accrues at the Prepayment

Premium Rate) on the principal amount of the Initial Term Loans being prepaid or repaid (or deemed prepaid or repaid) from the applicable

repayment or prepayment date through (but excluding) the date that is the two-year anniversary of the Closing Date, discounted at a discount

factor equal to the Treasury Rate plus 0.50%, plus (II) 5.00% of the principal amount of the Initial Term Loans being repaid or prepaid

(or deemed prepaid or repaid) or (b) if on or after the two-year anniversary of the Closing Date, 5.00% of the principal amount of the

Initial Term Loans being repaid or prepaid (or deemed prepaid or repaid); provided that, in no case shall the Prepayment Premium be less

than zero.

(ii) “Required

Percentage” shall mean,

(a) in respect of Borrowing Base Assets that constitute Great American Pref B Assets, 60%

(b) in respect of Borrowing Base Assets that constitute Telecom Assets, 30%

(d) in respect of Borrowing Base Assets that constitute Qualified Cash, 100%.

(iii) “Unsecured

Notes” shall mean the September 2026 Bonds, the December 2026 Bonds, the Private Bonds, the January 2028 Bonds, and the

August 2028 Bonds.

(iv) “Valuation

Report” shall mean (i) prior to the Amendment No. 5 Effective Date, on and from the Closing Date until such time as a subsequent

Valuation Report shall be delivered hereunder, the valuation materials with respect to each Borrowing Base Asset provided by the Borrower

to the Administrative Agent on February 26, 2025 and (ii) at any time on or after the Amendment No. 5 Effective Date, as and when required

hereby, valuation materials in substantially the same form and applying the same methodology as the materials described in foregoing clause

(i) (which, in the case of Borrowing Base Assets for which a third-party valuation report by Stout Risius and Ross, LLC was provided,

shall include a valuation report applying the same methodology by Stout Risius and Ross, LLC or any other appraisal firm that is nationally

or regionally recognized with respect to valuations of the relevant class of Borrowing Base Asset and is acceptable to the Administrative

Agent in its sole discretion) or in such other form as the Administrative Agent may agree in its sole discretion.

(b) Amendments

to Section 1.01 (New Defined Terms). Section 1.01 of the Credit Agreement is hereby amended to add the following defined terms in

proper alphabetical order as follows:

(i) “Amendment

No. 5” shall mean that certain Amendment No. 5 to Credit Agreement, dated as of August 7, 2026 by and among Ultimate Parent,

the Borrower, each of the Lenders party thereto, the Administrative Agent and the Collateral Agent.

(ii) “Amendment

No. 5 Effective Date” shall have the meaning set forth in Amendment No. 5.

(iii) “Babcock

Assets” shall mean shares of common stock, par value $0.01, of Babcock & Wilcox Enterprises, Inc. held by BRF Investments,

LLC.

(iv) “Private

Bonds” shall mean the 8.00% Senior Notes due 2028, issued by Ultimate Parent pursuant to the Indenture, dated March 26,

2025, by and among Ultimate Parent, the guarantors listed therein and GLAS Trust Company LLC, as trustee and collateral agent, in an aggregate

principal amount of $228,423,000.

from Section 1.01. The following definitions will be removed from Section 1.01 of the Credit Agreement: “CONN Loan Recovery

(Part 2) Assets”, “CONN Second Lien Term Loan”, “Exela Loan Assets”, “Exela Secured Promissory Note”,

“Glass Ratner”, “Glass Ratner Assets”, “JoAnn Liquidation Assets”, “Other Assets”, “Torticity”,

“Torticity Equity Assets”, “Torticity Loan Assets”, “Torticity Promissory Note”, “Initial Term

Loan Exit Fee”, “Initial Term Loan Exit Fee Trigger Event” and “Initial Term Loan Exit Fee Trigger Date”.

(d) Amendment

to Section 2.08(c)(i). Section 2.08(c)(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(c)(i) [Reserved]; and

(e) Amendment

to Section 2.10(e). Section 2.10(e) is hereby amended and restated in its entirety to read as follows:

(e) Dispositions

of Borrowing Base Assets. Until the outstanding principal amount of the Initial Term Loans is no greater than $65,625,000, no later

than the third (3rd) Business Day following the date of receipt by any Borrowing Base Loan Party of any Non-Ordinary Course Proceeds in

respect of any Borrowing Base Assets, the Borrower shall apply an amount equal to such Non-Ordinary Course Proceeds multiplied by the

Required Percentage to repay principal of the Term Loans as set forth in Section 2.11(a) plus interest (including accrued interest at

the time of such prepayment, whether or not then due) on the Term Loans plus the Prepayment Premium set forth in Section 2.05. The Borrower

may use any Retained Borrowing Base Asset Disposition Proceeds for working capital and general corporate purposes of the Group Members

so long as such use is permitted by Article VI.

(f) Amendment

to Section 3.23. Section 3.23 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 3.23 Borrowing

Base Certificate. The information set forth in each Borrowing Base Certificate, at the time of submission, is true and correct in

all material respects and has been prepared in all material respects in the accordance with the requirements of this Agreement. The Borrowing

Base Assets that are identified by the Borrower as the Great American Pref B Assets, the Telecom Assets, the Babcock Assets and Qualified

Cash in each Borrowing Base Certificate submitted to the Administrative Agent, at the time of submission, comply in all material respects

with the criteria set forth in the definitions thereof.

(g) Amendment

to Section 5.15. Section 5.15 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 5.15. Valuation

and Re-Valuation of Borrowing Base Assets.

(a) Subject to Section

5.15(d), each Borrowing Base Certificate delivered (w) in fiscal year 2025 and prior to delivery of the first Valuation Report delivered

in fiscal year 2026, shall reflect valuations of the Borrowing Base Assets based on the Valuation Report delivered on the Closing Date,

(x) in fiscal year 2026, prior to the Amendment No. 5 Effective Date, after delivery of the first Valuation Report delivered in fiscal

year 2026, shall reflect valuations of the Borrowing Base Assets based on a Valuation Report valuing the Borrowing Base Assets as of December

31, 2025 and (y) in fiscal year 2026 and any subsequent fiscal year, as of the Amendment No. 5 Effective Date, shall reflect valuations

of the Borrowing Base Assets as set forth in the definition of “Asset Value” (as in effect as of the Amendment No. 5 Effective

Date).

(b) [Reserved].

Borrower shall not have a right to voluntarily elect to deliver revised or additional Valuation Reports and shall only be required to

deliver revised or additional Valuation Reports in accordance with this Section 5.15.

(d) No

more than once per year, the Administrative Agent shall have the right to request that the Borrower provide a Valuation Report that provides

a revaluation of up to two (2) Borrowing Base Assets (other than the Babcock Assets) selected by the Administrative Agent. If the Administrative

Agent elects to require such revaluation, such revaluation shall be conducted promptly (and in any event within 30 days) and the Asset

Value of such revalued Borrowing Base Assets for purposes of the Borrowing Base shall be based on such revaluation from and after the

time that such updated Valuation Report is delivered to the Administrative Agent.

(h) Amendment

to Section 6.04. The first two full paragraphs in Section 6.04 of the Credit Agreement following clauses (a) through (q) of Section

6.04 of the Credit Agreement are hereby amended and restated as follows:

Notwithstanding the foregoing, no Disposition

or issuance or sale of Equity Interests involving Property or Equity Interests with a fair market value in excess of $25,000,000 shall

be permitted other than (i) the Babcock Assets, (ii) the Double Down Interactive Assets, (iii) any Dispositions in the ordinary course

of business by any Broker-Dealer Subsidiary and/or Wealth Management Subsidiary, (iv) the Charah Loan Assets, and (v) Dispositions between

Loan Parties otherwise permitted hereunder.

No Disposition or issuance or sale of

Equity Interests involving Property or Equity Interests constituting Borrowing Base Assets (other than the Babcock Assets) with a fair

market value in excess of $5,000,000 shall be permitted if the sale price is less than 90% of such Borrowing Base Assets’ Asset

Value.

(i) Amendment

to Section 6.06(h). Section 6.06(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(h) Investments in connection

with or consisting of an equity line of credit commitment and/or variable rate transaction in the ordinary course of business and consistent

with past practice by B. Riley Wealth Management Holdings, Inc., B. Riley Principal Capital, LLC, B. Riley Principal Investments, LLC

and their respective Subsidiaries that are Loan Parties;

(j) Amendment

to Section 6.06(j). Section 6.06(j) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(j) Investments consisting

of purchases of Unsecured Notes made after the Effective Date and prior to the Maturity Date, in an aggregate outstanding amount not to

exceed $25,000,000 (it being understood that in the case of such Unsecured Notes purchased at a discount, the amount of such Investment

shall be deemed to be the amount of consideration paid by Ultimate Parent or its Subsidiaries in respect thereof);

(k) Amendment

to Section 6.06(p). Section 6.06(p) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(p) Investments made

after the Effective Date and prior to the Maturity Date in an aggregate outstanding amount not to exceed the lesser of (x) 40% of the

aggregate amount of all cash and Cash Equivalents (determined in accordance with GAAP) owned by the Ultimate Parent and its Subsidiaries

at the time any such Investment is made or (y) $100,000,000; provided that the Ultimate Parent and its Subsidiaries shall have, at the

time any such Investment is made, $75,000,000 in cash and Cash Equivalents calculated on a Pro Forma Basis;

(l) Amendment

to Section 6.13(a). Section 6.13(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a) Minimum Liquidity Covenant. Permit

Liquidity to be less than (i) $50,000,000 at any time if the aggregate principal amount of the Term Loans outstanding is greater than

$65,625,000, or (ii) $25,000,000 at any time if the aggregate principal amount of Term Loans outstanding is less than or equal to $65,625,000.

(m) Amendment

to Section 9.01(a)(vi). Section 9.01(a)(vi) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(vi) amend, modify

or waive the definition of the term “Borrowing Base” or any component definition thereof (including “Great American

Pref B Assets”, “Telecom Assets”, “Babcock Assets” and “Qualified Cash”) without the consent

of each Lender directly and adversely affected thereby;

(n) Schedule

1.01(a). Schedule 1.01(a) of the Credit Agreement is hereby removed.

(o) Schedule

2. References to “$62,500,000” in Schedule 2 of the Credit Agreement is hereby amended and restated to read “$65,625,000.”

(p) Amendment

to Exhibit J. Exhibit J of the Credit Agreement is hereby replaced in its entirety with Exhibit J attached hereto.

Section 3. Conditions

Precedent. The amendments set forth in Section 2 shall become effective upon satisfaction (or waiver) of the following

conditions:

(a) the

receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Ultimate Parent, the Borrower, the Administrative

Agent and the Lenders; and

(b) the

receipt by the Administrative Agent (or, in the case of the reasonable and documented fees, charges and disbursements of counsel for the

Administrative Agent, Kirkland & Ellis LLP), on or before the Amendment No. 5 Effective Date, of (i) the Amendment Fee (as defined

below) (for ratable distribution to the Lenders) and (ii) all fees, costs and expenses then payable pursuant to the Credit Agreement and

this Amendment for which invoices have been delivered to the Borrower at least one (1) Business Day prior to the Amendment No. 5 Effective

Date (including, without limitation, all reasonable and documented fees, charges and disbursements of Kirkland & Ellis LLP outstanding

as of the Amendment No. 5 Effective Date).

Section 4. Representations

and Warranties.

Each Loan Party hereto hereby

represents and warrants that as of the Amendment No. 5 Effective Date, both before and after giving effect to the provisions of this Amendment,

(i) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all

material respects as of the Amendment No. 5 Effective Date, except to the extent such representations and warranties expressly relate

to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier

date); provided that any representation and warranty that is qualified by “materiality”, “Material Adverse Effect”

or similar language shall be true and correct (after giving effect to any qualification therein) in all respects and (ii) no Default or

Event of Default has occurred and is continuing or would result from the transactions contemplated by this Amendment.

Section 5. Amendment

Fee.

As consideration for the agreements

of the Lenders party hereto, the Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender, an amendment

fee equal to $3,125,000 (the “Amendment Fee”), which Amendment Fee shall be fully earned and non-refundable, and due

and payable in full on the Amendment No. 5 Effective Date and which shall be paid in-kind by capitalizing and adding such Amendment Fee

to the aggregate outstanding principal balance of Initial Term Loans on the Amendment No. 5 Effective Date (which shall thereafter bear

interest in accordance with Section 2.14 of the Credit Agreement, as amended by this Amendment).

Section 6. Reference

to and Effect on the Credit Agreement and the other Loan Documents.

(a) On

and after the Amendment No. 5 Effective Date, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,”

“hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement,

as amended by this Amendment and (ii) all references in each of the Loan Documents referring to the Credit Agreement shall be deemed to

be a reference to the Credit Agreement, as amended by this Amendment.

(b) The

Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full

force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security

Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties,

as amended by this Amendment.

execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right,

power or remedy of the Administrative Agent or any Lender under any of the Loan Documents, nor constitute a waiver of any provision of

any of the Loan Documents.

(d) On

and after the effectiveness of this Amendment, this Amendment shall constitute a “Loan Document” for all purposes of the Loan

Agreement and the other Loan Documents.

Section 7.

Miscellaneous Provisions.

(a) Ratification.

This Amendment is limited to the matters specified herein and shall not constitute a modification, acceptance or waiver of any other provision

of the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations

outstanding under the Credit Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and

effect as modified hereby or by instruments executed concurrently herewith.

(b) Governing

Law; Submission to Jurisdiction, Waiver of Jury Trial, Etc. THIS AMENDMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR

RELATING TO THIS AMENDMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE

WITH, THE LAW OF THE STATE OF NEW YORK. Sections 9.13 and 9.16 of the Credit Agreement are incorporated by reference herein as if such

Sections appeared herein, mutatis mutandis.

Section 9.09 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.

(d) Counterparts.

This Amendment shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on

behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National

Commerce Act, the New York State Electronic Signatures and Records Act, state enactments of the Uniform Electronic Transactions Act, and/or

any other relevant electronic signatures law, including relevant provisions of the UCC (collectively, “Signature Law”);

(ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or

faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence

as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect

to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate,

confirm or otherwise verify the validity or authenticity thereof. This Amendment may be executed in any number of counterparts, each of

which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance

of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature

Law due to the character or intended character of the writings.

(e) Section

Headings. The Section headings used in this Amendment are for convenience of reference only and are not to affect the construction

hereof or be taken into consideration in the interpretation hereof.

(f) Costs

and Expenses. The Borrower hereby agrees to pay and reimburse the Administrative Agent for its reasonable and documented out-of-pocket

costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Amendment, including without

limitation, the reasonable fees, charges and disbursements of one counsel for the Administrative Agent, all in accordance with Section

9.05 of the Credit Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year

first above written.

BRC Group Holdings, Inc., as Ultimate Parent

By:

/s/ Bryant Riley

Name:

Bryant Riley

Title:

Co-Chief Executive Officer

FINANCIAL Holdings, LLC, as Borrower

By:

/s/ Bryant Riley

Name:

Bryant Riley

Title:

Co-Chief Executive Officer

[Signature Page to Amendment No. 5 to Credit

Agreement]

OAKTREE FUND ADMINISTRATION, LLC, as

Administrative Agent and Collateral Agent

By:

/s/ Thomas Casarella

Name:

Thomas Casarella

Title:

Managing Director

By:

/s/ Nicholas Basso

Name:

Nicholas Basso

Title:

Managing Director

[Signature Page to Amendment No. 5 to Credit

Agreement]

OPPS XII BROKER D HOLDINGS, L.P., as a Lender

By:

Oaktree Fund GP, LLC

Its:

Manager

By:

Oaktree Fund GP I, L.P.

Its:

Managing Member

By:

/s/ Nicholas Basso

Name:

Nicholas Basso

Title:

Authorized Signatory

By:

/s/ Reed Westerman

Name:

Reed Westerman

Title:

Authorized Signatory

[Signature Page to Amendment No. 5 to Credit

Agreement]

OPIF BROKER HOLDINGS, L.P., as a Lender

By:

Oaktree Fund AIF Series, L.P. – Series U

Its:

General Partner

By:

Oaktree Fund GP AIF, LLC

Its:

General Partner

By:

Oaktree Fund GP III, L.P.

Its:

Managing Member

By:

/s/ Steven Tesoriere

Name:

Steven Tesoriere

Title:

Authorized Signatory

By:

/s/ Pavel Kaganas

Name:

Pavel Kaganas

Title:

Authorized Signatory

[Signature Page to Amendment No. 5 to Credit

Agreement]

OAKTREE-COPLEY INVESTMENTS, LLC, as a Lender

By:

Oaktree Fund GP, LLC

Its:

Managing Member

By:

Oaktree Fund GP I, L.P.

Its:

Managing Member

By:

/s/ Steven Tesoriere

Name:

Steven Tesoriere

Title:

Managing Director

By:

/s/ Pavel Kaganas

Name:

Pavel Kaganas

Title:

Senior Vice President

[Signature Page to Amendment No. 5 to Credit

Agreement]

RPVOF BROKER CTB, LLC, as a Lender

By:

Oaktree Fund GP, LLC

Its:

Manager

By:

Oaktree Fund GP I, L.P.

Its:

Managing Member

By:

/s/ Steven Tesoriere

Name:

Steven Tesoriere

Title:

Authorized Signatory

By:

/s/ Pavel Kaganas

Name:

Pavel Kaganas

Title:

Authorized Signatory

[Signature Page to Amendment No. 5 to Credit

Agreement]

OCM SSF III BROKER DEBT HOLDINGS, L.P., as a Lender

By:

Oaktree Fund AIF Series (Cayman), L.P. – Series S

Its:

General Partner

By:

Oaktree AIF (Cayman) GP Ltd.

Its:

General Partner

By:

Oaktree Capital Management, L.P.

Its:

Director

By:

/s/ Thomas Casarella

Name:

Thomas Casarella

Title:

Managing Director

By:

/s/ Ryan Irwin

Name:

Ryan Irwin

Title:

Vice President

[Signature Page to Amendment No. 5 to Credit

Agreement]

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