WARRANT AGREEMENTWarrant Agreement • May 18th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
New York, New York 10017 New York, New York 10017Letter Agreement • May 18th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and B. Riley FBR, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 18th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020 by and between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 18th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), B. Riley Principal Sponsor Co. II, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 18th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [ ], 2020, by and between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and B. Riley Principal Investments, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 18th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ]th day of May 2020, by and between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and B. Riley Principal Sponsor Co. II, LLC, a Delaware limited liability company (the “Subscriber”), each with a principal place of business at 299 Park Avenue, 21st Floor New York, New York 10171.
New York, NY 10171 As Representative of the several Underwriters named on Schedule A heretoB. Riley Principal Merger Corp. II • May 18th, 2020 • Blank checks • New York
The undersigned, B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with B. Riley FBR, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows. To the extent there is only one Underwriter, the term Underwriters shall mean the Underwriter.
