Legal Disclosures

 | Anti-Money Laundering ("AML") and Customer Identification Program ("CIP")

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or corporation who opens an account and/or enters in to a business relationship.

What this means for you: When you open an account or otherwise establish a business relationship with B. Riley, we may ask for your name, address, date of birth, social security number or taxpayer ID and other information that will allow us to positively identify you. We may also ask to see your driver’s license or other identifying documents.

B. Riley & Co., LLC ("BRC") reserves the right to refuse to open any account, or close an existing account, at any time if information requested pursuant to an AML inquiry is refused.

| Average Price Confirmations

Subject to applicable regulatory requirements, BRC may execute your order in more than one transaction over a period of time, or, in certain markets, aggregate your order with other orders. In such instances, BRC will provide you with a confirmation noting that the aggregate amount of securities purchased or sold in your account received a single “average price”. BRC will provide you with information about individual executions at your request without charge.

| Best Execution

BRC seeks to execute its customers’ orders at the most favorable terms reasonably available under prevailing market conditions.

| BrokerCheck

Created by FINRA in 1988, and formerly known as the Public Disclosure Program, FINRA BrokerCheck provides investors with an easy, free way to learn about the professional background, business practices, and conduct of FINRA registered firms and their brokers. To request information under this program, visit the FINRA Web site at www.FINRAbrokercheck.com, or call (800) 289-9999. Through this internet site or hotline, you can request a public report of background information on FINRA registered firms and their brokers. This report reflects information provided by the broker, the firms, and regulators as part of the securities industry’s registration and licensing process.

Should you have any complaints or disputes relating to your account please contact BRC’s Compliance Department at 310- 966-1444, by fax to 310-966-1448 or by email to compliance@brileyco.com.

| Delivery Versus Payment ("DVP") and Receipt Versus Payment ("RVP") Accounts

All trades should be affirmed by the contra firm no later than the settlement date.  In the event that a trade is not affirmed or is unknown (commonly called “dk’d”, which means “don’t know”) post-settlement interest charges may be incurred and passed along to you as the customer. 

In the event that a contra firm is short a position and cannot deliver in a timely fashion we request that our Operations department be notified via email to operations@brileyco.com or via phone at 310-966-1444.  Should a potential buy-in occur we will make every attempt to notify you, the customer, at least 24 hours in advance. 

| Email Disclaimer

This email is confidential and may contain information which is legally privileged.  This email is for use only by the intended recipients and must not be redistributed without the prior written consent of B. Riley & Co. in each instance.  If you are not the intended recipient, please immediately notify the sender and delete or destroy all copies of this email and any attachments.  In addition, this email may contain material non-public information, the use of which may be subject to certain restrictions under applicable law.  B. Riley & Co. is not responsible for any unauthorized redistribution of this email, or any use of it by any party other than the intended recipient.  Any recommendation herein may not be suitable for all investors. Moreover, although the information herein has been obtained from sources believed to be reliable, its accuracy and completeness cannot be guaranteed. B. Riley & Co. may make markets and effect transactions, including transactions contrary to any recommendation herein, or have positions in the securities mentioned herein (or options with respect thereto) and may also have performed investment banking services for the issuers of such securities. In addition, employees of B. Riley & Co. may have positions and effect transactions in the securities or options of the issuers mentioned herein and may serve as directors of such issuers. For additional information, contact B. Riley & Co. at (888) 295-0155.

| Extended Hours Trading Disclosure

This disclosure is provided for customers who engage in trading outside normal market hours.  Such trading involves certain risks explained below. 

1. Risk of Lower Liquidity - Liquidity refers to the ability of market participants to buy and sell securities. Generally, the more orders that are available in a market, the greater the liquidity. Liquidity is important because with greater liquidity it is easier for investors to buy or sell securities, and as a result, investors are more likely to pay or receive a competitive price for securities purchased or sold. There may be lower liquidity in extended hours trading as compared to regular market hours. As a result, your order may only be partially executed, or not at all.

2. Risk of Higher Volatility - Volatility refers to the changes in price that securities undergo when trading. Generally, the higher the volatility of a security, the greater its price swings. There may be greater volatility in extended hours trading than in regular market hours. As a result, your order may only be partially executed, or not at all, or you may receive an inferior price in extended hours trading than you would during regular market hours.

3. Risk of Changing Prices - The prices of securities traded in extended hours trading may not reflect the prices either at the end of regular market hours, or upon the opening of the next morning. As a result, you may receive an inferior price in extended hours trading than you would during regular market hours.

4. Risk of Unlinked Markets - Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hours system may not reflect the prices in other concurrently operating extended hours trading systems dealing in the same securities. Accordingly, you may receive an inferior price in one extended hours trading system than you would in another extended hours trading system.

5. Risk of News Announcements - Normally, issuers make news announcements that may affect the price of their securities after regular market hours. Similarly, important financial information is frequently announced outside of regular market hours. In extended hours trading, these announcements may occur during trading, and if combined with lower liquidity and higher volatility, it may cause an exaggerated and unsustainable effect on the price of a security.

6. Risk of Wider Spreads - The spread refers to the difference in price between what you can buy a security for and what you can sell it for. Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads for a particular security.

7. Risk of Lack of Calculation or Dissemination of Underlying Index Value or Intra-day Indicative Value (“IIV”) - For certain Derivative Securities Products (such as exchange-traded funds, ETFs), an updated underlying index value or IIV may not be calculated or publicly disseminated in extended trading hours. Since the underlying index value and IIV are not calculated or widely disseminated during the pre-market and post-market sessions, an investor who is unable to calculate implied values for certain Derivative Securities Products in those sessions may be at a disadvantage to market professionals.

| Funding Your Account
 

Personal checks and wire transfers are the only form of monetary deposits that will be accepted into your account.  All incoming checks or wires from 3rd parties must be confirmed with the client at the time of deposit to determine the business reason behind the 3^rd party deposit.  BRC reserves the right to refuse any deposit.
 

| "Held" or "Not Held" Orders

When you place an order with your sales representative, you may specify that your order is handled on either a “not held” or “held” basis. A “not held” order means that you have given BRC discretion as to the price and time of execution of your order. If given a “held” order, BRC will not have discretion on handling your order and must execute it at the prevailing market price; or, if it’s a “held” limit order, any execution will take place at the limit price or better, if available.

As “not held” orders give BRC the flexibility to work your order to seek to obtain the best execution reasonably available under the prevailing circumstances, your orders will be treated as “not held” unless we are specifically instructed to treat the order differently. Please note that, under FINRA Rules, a “not held” order does not have price protection. Consequently, there is no Limit Order Protection (i.e. no Manning obligation) for these orders and BRC is not required to match incoming market orders with unexecuted better-priced limit orders. Nonetheless, any purchase and sale transactions must be consistent with our efforts to provide best execution of your orders. Please notify your sales representative at the time you place your order if you wish your order to be treated other than “not held”.

| Important Information about Penny Stocks

We are required by the U.S. Securities and Exchange Commission to give you the following disclosure statement: http://www.sec.gov/investor/schedule15g.htm. It explains some of the risks of investing in penny stocks. Please read it carefully before you agree to purchase or sell a penny stock.

| Instant Messaging

Please note that any instant messages received or written by BRC personnel are subject to archiving, monitoring and decryption. Instant messages and email may be reviewed by or disclosed to someone other than the recipient.

| Limit Order Display

The Limit Order Display Rule obligates the firm to reflect the price and full size of a customer's limit order (whether the Firm's customer or the customer of another broker-dealer) in the Firm's quote, if the order would improve the Firm's quote. The Rule applies to common stock, preferred stock, and convertible preferred stock. In addition, if the Firm's bid or offer is equal to the National Best Bid or Offer, the size of any customer limit order that equals the bid or offer and represents more than a de minimis change in size must be displayed. The SEC defines de minimis as size that is equal to or less than 10% of the Firm's quotation size.

One exception to this Rule allows for customers to request that their limit orders not be displayed, either at the time of the order or prior thereto, pursuant to agreements with our customers. BRC will treat your limit order as “not displayed” unless specifically told to display the order. Please notify your sales representative at the time you place your order if you wish your limit order to be displayed. 

| Margin Disclosure

BRC is furnishing this disclosure to you to provide some basic facts about purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account. Before trading stocks in a margin account, you should carefully review this Margin Disclosure and the margin agreement provided to you by BRC.

When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from your brokerage firm. If you choose to borrow funds in connection with your account, you will be required to open a margin account which will be carried by BRC*. The securities purchased in such an account are collateral for the loan to you. If the securities in your margin account decline in value, so does the value of the collateral supporting your loan. And, as a result, BRC is required to take action, such as issue a margin call and/or sell securities or other assets in any of your accounts, in order to maintain the required level of equity in the account.

It is important that you fully understand the risks involved in trading securities on margin. These risks include the following:

• You can lose more funds than you deposit in the margin account. A decline in the value of securities that are purchased on margin may require you to provide additional funds to the firm that has made the loan to avoid the forced sale of those securities or other securities or assets in your account(s).

• Your brokerage firm can force the sale of securities or other assets in your account(s). If the equity in your account falls below the maintenance margin requirements or BRC's higher "house" requirements, BRC may be required to sell the securities or other assets in any of your accounts to cover the margin deficiency. You also will be responsible for any short fall in the account after such a sale.

• Your brokerage firm can sell your securities or other assets without contacting you. Some investors mistakenly believe that a firm must contact them for a margin call to be valid, and that the firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has contacted them first. This is not the case. A brokerage firm may attempt to notify customers of margin calls, but it is not required to do so. However, even if your BRC has contacted you and provided a specific date by which you can meet a margin call, BRC can still take necessary steps to protect its financial interests, including immediately selling assets without notice to you.

• You are not entitled to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call. Because the securities are collateral for the margin loan, BRC has the right to decide which security or other asset to sell in order to protect its interests.

• Your brokerage firm may move securities held in your cash account to your margin account and pledge or rehypothecate the transferred securities. Any such pledge or rehypothecation may result in a benefit to BRC and result in your becoming a general unsecured creditor of your brokerage firm with respect to the securities so pledged or rehypothecated.

• The firm can increase its "house" maintenance margin requirements at any time and is not required to provide you advance written notice. These changes in firm policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause your firm to liquidate or sell securities or other assets in your account(s).

• You are not entitled to an extension of time on a margin call. While an extension of time to meet margin requirements may be available to customers under certain conditions, a customer does not have a right to the extension.

*BRC ("Brokerage Firm") has entered into a fully disclosed clearing agreement with Penson Financial Services, Inc. (“Clearing Firm”) pursuant to which Clearing Firm may perform certain processing, clearing, custodial, and financing functions for your brokerage firm with respect to your account. Clearing Firm extends the margin credit to you and carries your margin loan. Clearing Firm is a beneficiary of your representations, warranties, acknowledgments, and covenants in the margin agreement (including, without limitation, your authorizations, indemnifications, waivers, and releases) to the same extent as if they were made directly by you to the Clearing Firm. The Clearing Firm, in its own name and for its own benefit, is entitled to exercise and enforce directly against you the margin agreement, all other rights granted to your brokerage firm, and the rights of the “firm” and “brokerage firm” described in this disclosure statement.

| "Net" Trading

BRC is a market maker in a number of NASDAQ, OTCBB and Pink Sheet securities; as such we have the capability to execute orders on a “net” basis. A "net" transaction is defined as a principal transaction in which a market maker, after having received an order to buy (sell) an equity security, purchases (sells) the equity security at one price (to/from another broker-dealer or another customer) and then sells to (buys from) the customer at a different price.

For our Institutional Customers, unless instructed otherwise at the time the order has been placed, BRC may treat your order as a “net” transaction. Trades will be confirmed on a net basis with the following understanding: The price per share or other unit of trading will reflect a net price which includes the addition of any mark-up for purchase transactions or the deduction of
any mark-down for sale transactions, where mark-ups or markdowns apply. In the event a transaction includes a commission, the net price will reflect any added commission for purchases or deducted commissions for sales. If the above is not consistent with your desire for confirming trades on a net basis, please notify your sales representative at the time you place your order that you do not want your order to be transacted on a “net” basis.

For our Non-Institutional Customers, such as those with retail accounts, if you would like to effect a transaction on a “net” basis you must provide written consent to BRC on an order-by-order basis prior to BRC executing any portion of said order. All orders that are not transacted on a “net” basis may be imposed a commission.

| Payment for Order Flow Disclosure

Remuneration in the form of cash, liquidity rebates, order swapping or other reciprocal arrangements may be received by BRC for directing orders to specific brokers and dealers or market centers for execution. When such remuneration is received it is considered compensation to the firm. The source and amount of such remuneration, if any, will be furnished to you upon written request. Absent specific instructions from customers, all orders received that the subject of payment for order flow are directed to the source that offers customers the best execution.

Notwithstanding the previous paragraph regarding payment for order flow, BRC selects certain market centers to provide execution of over-the-counter and exchange-listed securities transactions which agree to accept orders, transmitted electronically up to a specified size, and to execute them at or better than the national best bid or offer (NBBO). On certain larger orders, or if the designated market centers do not make a market in the subject security, B. Riley & Co. directly contacts market centers to obtain an execution. The designated market centers to which orders are automatically routed are selected based on the consistent high quality of their executions in one or more market segments and their ability to provide opportunities for executions at prices superior to the NBBO.

| Privacy Policy

In addition to the privacy policies of our clearing firm, Penson Financial Services, Inc. (http://www.penson.com/PrivacyPolicy.aspx), BRC has in place policies and procedures to ensure that our client’s privacy is protected.

It is the policy of BRC not to disclose our clients’ nonpublic personal information except to our affiliates servicing your account, to non-affiliated third party service providers as allowable by law, or in response to inquiries from regulators or government authorities. Information is shared with our affiliates and vendors servicing your account only in the ordinary course of business. In all other cases where information is shared, express written consent must be acquired from the client. Any party that receives this information will use it only for the services required and as allowable under law, and is not permitted to share this information for any other purpose.

In the normal course of business, information pertaining to your account may be shared with non-affiliated third parties that perform various services for us such as clearing firms, custodians, auditors and attorneys, and other non-affiliated third parties as required or permitted by law, such as regulatory bodies. Non-public information that BRC receives from you on your new account documents and/or other forms, includes, but is not limited to, your name, address, telephone number,
occupation, social security number or tax identification number, and information pertaining to your financial status (i.e. net
worth, annual income, etc). Access to client information within BRC will be limited to those employees and service providers who are involved in offering or administering the products and services that we offer. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic information.

BRC will adhere to these policies for both current and former clients and will notify customers of our policy at the time the relationship is established and annually thereafter. In the event that it becomes necessary to disclose any nonpublic information in a means inconsistent with this policy we will provide you with advance notice so that you will have the opportunity to opt out of such disclosure should you choose.

| Recording of Telephone Conversations

Client recognizes that both parties are afforded protection by the recording of telephone conversations, and Client acknowledges, authorizes and consents to the recording of conversations by means of electronic telephone recording equipment. Client understands that BRC may, in their sole discretion, tape record conversations without further notice or disclosure, without the use of an automatic tone warning device, and without assuming responsibility to make or retain such tape recordings. It is further agreed that such recordings may be used as evidence by BRC in any disputes between Broker or Clearing Firm and Client, subject to proper authentication.

| Registered Representative

Monthly statements and trade confirmations reflect a code or group name as the registered representative assigned to your account. If do not know which sales representative within BRC is responsible for servicing your account please contact the Operations Department at 310-966-1444 or via email to operations@brileyco.com.

| Reliance for Investment Adviser Accounts

In accordance with the regulations set forth by the US Patriot Act and the Bank Secrecy Act and the rules of the Office of Foreign Assets Control (OFAC), the Financial Crimes Enforcement Network (FinCEN), the SEC and FINRA, BRC has in place a program to identify and report suspicious activities that could be related to money laundering or other illegal activities and to monitor and verify the identities of our customers.  For accounts established by SEC Registered Investment Adviser's for the purpose of executing transactions that will clear or settle at another financial institution, BRC will rely on the adviser to have obtained information to comply with the federal Customer Identification Program (CIP) and Anti-Money Laundering rules.  For all SEC Registered Investment Adviser clients by opening your account with BRC you represent that you have implemented an anti-money laundering or customer identification program consistent with federal regulations. 

| SEC Regulation 605 (formerly Rule 11Ac1-5): Monthly Report on Quality of Executions

As a market maker, B. Riley & Co, LLC is required to make publicly available reports that categorize order executions and include statistical data about execution quality for orders covered under Rule 605.

Please use the following link to freely view transaction data per SEC Regulation 605: click here.

| SEC Regulation 606 (formerly Rule 11Ac1-6): Quarterly Report on Routing of Customer Orders

SEC Regulation 606 requires all brokerage firms to make publicly available quarterly reports on their order routing practices. The report provides information on the routing of "non-directed orders" - any order that the customer has not specifically instructed to be routed to a particular venue for execution. For these non-directed orders, B. Riley & Co. has selected the execution venue on your behalf.

The report is divided into four sections: one for securities listed on the New York Stock Exchange, one for securities listed on the NASDAQ Stock Market, one for securities listed on the American Stock Exchange or regional exchanges, and one for exchange-listed options. For each section, this report identifies the venues most often selected by B. Riley & Co., sets forth the percentage of various types of orders routed to the venues, and discusses the material aspects of B. Riley & Co.'s relationship with the venues.

Please use the following link to freely view transaction data per SEC Regulation 606 (prior to Q1 2010): click here.

For current data please click here.

| Short Selling and "Locates" of Borrowing Securities

Subject to certain limited exemptions, before placing a short sale, you are required to borrow, arrange to borrow, or otherwise have reasonable grounds to believe that the security sold short can be borrowed for delivery by settlement date. Prior to executing a short sale order on your behalf BRC will require confirmation from you that a borrow has been secured and from whom. This process is commonly referred to as “obtaining a locate.” A locate is an indication that, as of the time the locate is obtained, BRC has reasonable grounds to believe that securities will be available for borrowing on the settlement date. A locate is not a guarantee that securities will actually be available for lending and delivery on the settlement date or that the lender will not thereafter require the return of the borrowed securities at any time. If a sufficient quantity of securities is not available from our clearing firm’s inventory, BRC or our clearing firm may, among other things, contact third-party lenders to ascertain whether they have securities available for lending. If BRC or our clearing firm determines that there are reasonable grounds to believe that a sufficient quantity of securities is borrowable, BRC may proceed to execute the short sale on behalf of your account. If BRC or its clearing firm is unable to determine that the shares can be borrowed, the order will not proceed at that time.

If the order is executed and the securities are not available for borrowing for any reason by the settlement date, you as the seller will “fail to deliver” to the purchaser. A purchaser or securities lender may, in addition to other remedies and at any time after the giving of any required notice, buy-in the securities that were not timely delivered and you will be responsible for all losses and costs of the buy-in. You agree to be responsible for any cost or loss BRC and/or our clearing firm may incur in sourcing and maintaining the borrow, or the cost our clearing firm may incur in obtaining the securities if the clearing firm is unable to borrow such securities. This includes costs associated with borrowed stock that is “easy to borrow” and later determined “hard to borrow” as determined by our clearing firm. You appoint our clearing firm, Penson Financial Services, Inc., as agent to complete all such transactions and authorize our clearing firm to make advances and expend monies as are required. With respect to short positions maintained by you over a corporate action record date, our clearing firm will, on the relevant payment date for such corporate action, if any, charge your account for money or property equal in value to the cost of such corporate action attributable to your short position, including the costs of any lost tax benefits for the lenders. You acknowledge that our clearing firm may source a borrow of securities from its own proprietary accounts or from customer margin shares. You are ultimately responsible for the delivery of securities on the settlement date, the consequences of a failure to deliver and the timely return of securities borrowed on your behalf and all costs associated with such borrowings, including costs relating to any corporate actions.

| SIPC

BRC is a member of the Securities Investor Protection Corporation (“SIPC’). SIPC plays an important role in the overall system of investor protection in the United States by, in certain specified situations, restoring funds to investors with assets in the hands of bankrupt and otherwise financially troubled brokerage firms. You may obtain more information about SIPC, including a brochure entitled How SIPC Protects  You, by contacting SIPC at:

Securities Investor Protection Corporation
805 15th St. NW, Suite 800
Washington, DC 20005-2215
Tel: (202) 371-8300
Fax: (202) 371-6728
Email: asksipc@sipc.org
You may also visit SIPC’s website at www.sipc.org.

SIPC currently provides $500,000 of net equity protection, including $100,000 for claims for cash. This is a combined return to any customer from a Trustee, SIPC and excess SIPC Coverage provider, of $150 million in respect to securities and including cash of up to $2 million.

| Website Disclaimer

The material located on the B. Riley & Co. website is for informational purposes only and is not intended as a solicitation to buy or sell any securities or other financial instrument or to provide any investment advice or service. Information included on our website is subject to change at any time. The firm does not guarantee the timeliness, sequence, accuracy or completeness of information included on this website. Past performance should not be taken as an indication of guarantee of future performance and no representation, express or implied, is made regarding future performance.

The firm can only conduct business if registered in states where registration is required or if business is exempt under State requirements. Check with your representative or contact our Compliance Department to get a list of states we are currently registered in. B. Riley & Co. a registered member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC).

The firm does not provide tax advice; clients should contact their attorney, accountant, or other tax adviser regarding tax matters.

The firm does not take responsibility for content contained at hyperlinked sites.

BRC may make markets and effect transactions, including transactions contrary to any recommendations herein, or have positions in the securities mentioned herein (or options with respect thereto) and may also have performed investment banking services for the issuers of such securities. In addition, employees of BRC may have positions and effect transactions in the securities or options of the issuers mentioned herein and may serve as directors of such issuers.

For additional information, please contact BRC at (310) 966-1444.

| Sales & Trading Commentary Disclosure

THIS MESSAGE CONTAINS INSUFFICIENT INFORMATION TO MAKE AN INVESTMENT DECISION. This material is a product of the B. Riley & Co. (“B. Riley”) Equity Sales and Trading department. It is not a product of B. Riley’s Research Department, and is not to be regarded as research or a research report. Unless otherwise specifically stated, any views or opinions expressed herein are solely those of the individual author and may differ from the views and opinions expressed by B. Riley’s Research Department or other B. Riley departments, divisions and affiliates.

B. Riley may trade or make markets for its own account on a principal basis in the securities referenced in this communication.  B. Riley may engage is securities transactions that are inconsistent with this communication and may have long or short positions in such securities. The information and any opinions contained herein are as of the date of this material and B. Riley does not undertake any obligation to update them. All market prices, data and other information are not warranted as to the completeness or accuracy and are subject to change without notice. Past performance is not indicative of future results, and no representation or warranty, express or implied, is made regarding any matter including future performance.

This material does not constitute investment advice, does not take into account individual client circumstances, objectives, or needs, and is not intended as a recommendation to any particular clients. Information conveyed in this material, including references to strategies, securities or other financial instruments, may not be suitable for all investors.  In reaching a determination as to the appropriateness of any proposed transaction or strategy, clients should undertake a thorough independent review of the legal, regulatory, credit, accounting and economic consequences of such transaction in relation to their particular circumstances and make their own independent decisions.

B. Riley does not provide tax advice. As such, any information contained in Equity Sales and Trading department communications relating to tax matters were neither written nor intended by B. Riley to be used for tax reporting purposes. Recipients should seek tax advice based on their particular circumstances from an independent tax advisor.