Exhibit 4.2

THIS CERTIFICATE IS IN GLOBAL FORM AND IS REGISTERED IN THE NAME OF CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS DEPOSITARY (THE “DEPOSITARY”), PURSUANT TO A DEPOSIT AGREEMENT AMONG B. RILEY FINANCIAL, INC., ISSUER, AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS DEPOSITARY, TRANSFER AGENT AND REGISTRAR.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE CORPORATION OR THE TRANSFER AGENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CONTIENTAL STOCK TRANSFER & TRUST COMPANY AS DEPOSITARY HAS AN INTEREST HEREIN.

B. RILEY FINANCIAL, INC.

Incorporated under the laws of

the State of Delaware

NUMBER: 1 CUSIP: 05580M 843 7.375% SERIES B CUMULATIVE PERPETUAL
PREFERRED STOCK SHARES: 1,300      ($25,000 LIQUIDATION PREFERENCE)

This is to certify that Continental Stock Transfer & Trust Company, as Depositary is the registered owner of one thousand three hundred (1,300) fully paid and non-assessable shares of 7.375% Cumulative Series B Perpetual Preferred Stock, $0.0001 par value, liquidation preference of $25,000 per share (the “Series B Preferred Stock”), of B. Riley Financial, a Delaware corporation (the “Corporation”), transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

Witness the signatures of the Corporation’s duly authorized officers.

Dated: September 4, 2020	B. RILEY FINANCIAL, INC.
	By:
		Name: Bryant Riley Title: Co-Chief Executive Officer

Countersigned and registered:
Continental Stock Transfer & Trust Company, as Transfer Agent and Registrar		By:
			Name: Phillip J. Ahn
By:			Title: Chief Financial Officer and Chief Operating Officer
	Authorized Officer

(REVERSE OF CERTIFICATE)

B. RILEY FINANCIAL, INC.

The Corporation will furnish without charge, within 5 days after receipt of written request therefor, to each stockholder who so requests the powers, designations, preferences and relative participating, optional or special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed to the Corporation or the Transfer Agent.

The Corporation may redeem the Series B Preferred Stock at its option in whole or in part, at any time, or from time to time, on any dividend payment date on or after September 4, 2025. In addition, the Corporation has a special optional redemption in connection with a delisting event or change of control. There will be no sinking fund for the redemption or purchase of the Series B Preferred Stock. No holder of the Series B Preferred Stock will have the right to require the redemption of the Series B Preferred Stock.

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

TEN COM	–	as tenants in common
TEN ENT	–	as tenants by the entireties
JT TEN	–	as joint tenants with rights of survivorship and not as tenants in common
UNIF GIFT MIN ACT	–		Custodian
		(Cust)		(Minor)
		under Uniform Gift to Minors Act
		(State)

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

For Value Received, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,

INCLUDING ZIP CODE OF ASSIGNEE)

                     shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                          Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated:                                          

NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER

Signature(s) Guaranteed:                                              

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934.