0001193125-19-171951 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 13th, 2019 • Pivotal Investment Corp II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2019, by and among Pivotal Investment Corporation II, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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WARRANT AGREEMENT
Warrant Agreement • June 13th, 2019 • Pivotal Investment Corp II • Blank checks • New York

This agreement is made as of [•], 2019 between Pivotal Investment Corporation II, a Delaware corporation, with offices at c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 13th, 2019 • Pivotal Investment Corp II • Blank checks • New York

This Agreement is made as of [•], 2019 by and between Pivotal Investment Corporation II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

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