WARRANT AGREEMENTWarrant Agreement • March 8th, 2019 • B. Riley Principal Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2019, is by and between B. Riley Principal Merger Corp., 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 • March 8th, 2019 • B. Riley Principal Merger Corp. • 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., 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 14,375,000 of the Company’s units (including up to 1,875,000 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 “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be s
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 8th, 2019 • B. Riley Principal Merger Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2019, by and between B. Riley Principal Merger Corp., a Delaware corporation (the “Company”), and [●], a [Delaware limited liability company] (the “Purchaser”).
ContractB. Riley Principal Merger Corp. • March 8th, 2019 • Blank checks • New York
This is to confirm our agreement whereby B. Riley Principal Merger Corp., a Delaware corporation (“Company”), has requested B. Riley FBR, Inc. (“B. Riley” or the “Advisor”) to serve as the Company’s advisor in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-[____]) filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
ContractLetter Agreement • March 8th, 2019 • B. Riley Principal Merger Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between B. Riley Principal Merger Corp. (the “Company”) and B. Riley Corporate Services, Inc. (“BRCS”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
